Ganesha Ecosphere Ltd

Ganesha Ecosphere Ltd — Trading Window Closure

agm details

• AGM date disclosed; voting via E-Voting and ballot.

key resolutions and outcomes

• Adopt standalone financial statements for FY2026; passed.
• Adopt audited consolidated financial statements for FY2026; passed.
• Dividend on equity shares for FY2026; declared.
• Re-appointment by rotation of a director; passed.
• Appointment of an Independent Director; passed.
• Cost Auditors remuneration for FY2027 ratified.
• Additional Cost Auditors remuneration for FY2027 ratified.
• Related party transactions with GESL Spinners Limited; approved.
• Remuneration to non-WTD directors; approved.

AGM details

• AGM date/time: 17 September 2026 at 12:15 PM via VC/OAVM.
• Notice disclosed book closure and record date for the AGM.
• Remote e-voting ran 14–15 September 2026; entitlement cut-off was 10 September 2025.

Key resolutions and outcomes

• Ordinary: Adoption of standalone financial statements for FY2026; passed.
• Ordinary: Adoption of consolidated financial statements for FY2026; passed.
• Ordinary: Dividend on equity shares declared; passed.
• Ordinary: Re-appointment of Sharad Sharma as director; passed.
• Special: Appointment of Rajiv Kumar Saxena as Non-Executive Independent Director for two years; passed.
• Ordinary: Ratification of remuneration of Cost Auditors for Yarn; FY2027; passed.
• Ordinary: Ratification of remuneration of Cost Auditors for Recycled Polyester Staple Fibre; FY2027; passed.
• Ordinary: Approval of material related party transactions with GESL Spinners Limited; passed.
• Special: Remuneration to Directors other than Managing/Whole-time; passed.

Dividends

• Dividend declaration approved; per-share amount not disclosed.

Director changes

• Sharad Sharma re-appointed as director; retires by rotation.
• Rajiv Kumar Saxena appointed as Non-Executive Independent Director for two-year term from 3 Aug 2026.

Auditors

• Remuneration ratified for Cost Auditor for Yarn product; FY2027.
• Remuneration ratified for Cost Auditor for Recycled Polyester Staple Fibre; FY2027.

Material related party transactions

• Approval of material RPT with GESL Spinners Limited; value not disclosed; abstentions by ineligible related parties.

Appointment of Independent Director

• Type of change: Appointment of a Non-Executive Independent Director.
• Name/designation: Rajiv Kumar Saxena (DIN 08516656) appointed as Non-Executive Independent Director.
• Effective date and term: Office from August 3, 2026 for two consecutive years.
• Reason/approval: Approved at the 37th AGM on September 17, 2026.
• Profile: 60-year-old banking professional with 35 years at SBI; ex-CGM at SBI Corporate Centre.
• Independence/debarment: Not related to any Director/KMP; not debarred by SEBI.

AGM Details

• Date/time/mode: 17 Sep 2026, 12:15 PM–1:02 PM IST, via Video Conferencing.

Resolutions put to vote

• Adopt standalone financial statements for FY2025-26 – Ordinary.
• Adopt consolidated financial statements for FY2025-26 – Ordinary.
• Declare dividend on equity shares for FY2025-26 – Ordinary.
• Re-appoint Shri Sharad Sharma as Director retiring by rotation – Ordinary.
• Appoint Rajiv Kumar Saxena as Independent Director – Special.
• Ratify remuneration of Cost Auditors for Yarn for FY2027 – Ordinary.
• Ratify remuneration of Cost Auditors for Recycled Polyester Fibre for FY2027 – Ordinary.
• Approve material related party transactions with GESL Spinners Limited – Ordinary.
• Approve remuneration to Directors other than Managing/Whole-Time Director – Special.

Voting status

• Voting results are pending; combined outcome to be announced by 19 Sep 2026.

Governance updates

• Director changes: Sharma re-appointed; Saxena appointed Independent Director.
• Cost Auditor remuneration ratified for Yarn and Recycled Polyester Fibre.
• Related party transactions with GESL Spinners Limited approved.
• Remuneration to non-managing/non-Whole-Time Directors approved; Special.

Key details

• Dividend on equity shares for FY 2025-26, subject to AGM approval.
• Security type: Equity shares.
• Record date fixed as 10 September 2026.
• Book closure from 11 to 17 September 2026 (inclusive).
• Dividend, if approved, payable on or after 22 September 2026.
• Dividend subject to shareholder approval at AGM.

E-voting details for 37th AGM

• Cut-off date for e-voting is Sept 10, 2026 based on paid-up shares.
• Remote e-voting window from Sept 14, 2026, 10:00 AM to Sept 16, 2026, 5:00 PM.
• NSDL e-voting module will be disabled after the window.
• Shareholders may vote remotely during the window in physical or dematerialized form.
• Scrutinizer appointed: S. K. Gupta; Alternate Scrutinizer: Divya Saxena.
• Company Secretary-cum-Compliance Officer: Bharat Kumar Sajnani.
• AGM to be held on Sept 17, 2026.
• Arrangement with NSDL covers remote e-voting and VC/VM participation at AGM.

Overview & Assurance

• BRSR for FY2025-26 submitted; standalone; limited assurance by J Sundharesan & Associates (ISAE 3000).

Governance & BR Policies

• Risk Management Committee oversees BR policies; board approval for anti-corruption, supplier, social, HR, environmental policies.

Environmental Performance

• Energy: total 982,079 GJ; renewables 368,778 GJ; non-renewables 613,302 GJ; intensity 0.78 tCO2e/INR Lakh.

Water & Wastewater

• Groundwater withdrawals 201,829 KL; total water 201,829 KL; water intensity 1.99; discharge 122,450 KL after treatment.

Waste Management

• Total waste 156.07 MT; hazardous 40.75 MT; non-hazardous 115.32 MT; landfill 115.32 MT; other disposal 40.75 MT.

People & Well-being

• Female wage share 10.98% of total wages; board female representation 12.5% (1/8).

CSR & Stakeholder Engagement

• CSR turnover 99,967.02 Lakh; beneficiaries target 125,000 by 2029-30.

Overview & strategy

• FY25-26 standalone revenue ₹1,014.10 Cr; PAT ₹47.83 Cr; EBITDA ₹56.95 Cr.
• Consolidated total income ₹1,499.08 Cr; PAT ₹38.21 Cr; EBITDA ₹141.71 Cr.
• Recycling capacity: 206,940 MTPA across six facilities; 2,600+ employees.
• rPET capacity expanded at Warangal by 22,500 MT; second expansion 22,500 MT underway.
• Go Rewise expands high-value recycled materials like rPET filament yarns and textiles.
• Food-grade rPET capacity post-FY26 expansion: 64,500 MT; total project expansions planned.
• Promoter-group preferential issue: 13.39 lakh shares; paid-up capital now ₹26.80 Cr.
• Dividend: final ₹3.50 per equity share; estimated cash outflow ₹9.38 Cr.
• 65% revenue target from value-added products by FY26-27.

Financial performance

• Standalone revenue growth +3.07% YoY to ₹1,014.10 Cr; PAT ₹47.83 Cr.
• Standalone EBITDA 56.95 Cr; EBITDA margin 5.62% (FY25-26).
• Consolidated total income ₹1,499.08 Cr; PAT ₹38.21 Cr; EBITDA ₹141.71 Cr.
• Net worth (consolidated) ₹1,27,567.10 Lakh; total debt ₹49,561.29 Lakh.
• Standalone operating cash flow ₹6,277.37 Lakh; consolidated ₹17,070.02 Lakh.
• Dividend proposed ₹3.50 per share; outflow ~₹9.38 Cr; EPS (standalone) ₹18.12.

Operations & capacity expansion

• Six manufacturing facilities across UP, Uttarakhand, Telangana and Nepal.
• Integrated footprint supports ~450 tons of PET bottle waste daily.
• RPSF, rPET chips and yarns form diversified product portfolio.
• rPET granules capacity expansion at Warangal: +22,500 MT commissioned; second 22,500 MT underway.
• rFilament yarn qualified with leading global textile brand; offtake started Feb 2026.
• Go Rewise platform scaled with food-grade rPET and textile-grade offerings.
• Energy: rooftop solar 16.53 MWp; IPP solar 17.43 MW; ~90% water recycled at Warangal.
• 8+ certifications (FDA/EFSA/GRS/ISO) support food-contact and sustainability claims.

Capital structure & capital allocation

• Promoter-group preferential allotment: 13.39 lakh equity shares; paid-up capital ₹26.80 Cr.
• Promoter-group debt/financing arrangements continue with a strong credit profile.
• Consolidated borrowings ₹49,561.29 Lakh; cash and bank balances ₹11,971.81 Lakh.
• Credit ratings: CARE A+ (Long-term); CARE A1+ (Short-term).
• EPS (basic) ₹14.50; diluted ₹14.48 for consolidated year.
• Go Rewise expansion funded from internal accruals and equity-linked instruments.

Governance & risk

• Rajiv Kumar Saxena appointed as Additional Non-Executive Independent Director from Aug 3, 2026.
• Board comprises 8 directors; 4 independents including one woman director.
• Audit, Nomination & Remuneration, Risk, CSR, and other committees actively functional.
• GSL-related party approvals in place; related party transactions at arm's length.
• ESOP 2021: 13,531 options outstanding; 23,532 options exercised during FY25-26.

ESG & sustainability

• EPR momentum: India’s PWM rules bolster recycled-content demand; Go Rewise supports regulatory compliance.
• Water: ~90% recycled at Warangal; ZLD; rooftop solar 16.53 MWp; captive solar 17.43 MW.
• Energy efficiency via VFDs, LED lighting; process automation reduces consumption.
• CSR spend ₹1.78 Cr; ~1,200 students reached; ~9,000 OPD beneficiaries in FY26.
• GRS, OEKO-TEX, FDA, EFSA certifications reinforce product safety and supply-chain traceability.
• 78 Cr CSR outlay; 9 NGO partners; Go Rewise strengthens brand trust with major retailers.

Outlook & risks

• Regulatory tailwinds from recycling mandates sustain long-term demand for recycled materials.
• Rising raw material volatility may pressure margins; management focuses on value-added mix.
• India’s circular-economy transition supports capacity expansion and export opportunities.
• Go Rewise and high-value applications expand global brand collaborations.

AGM & disclosures

• FY2025-26 AGM announced; Go Rewise and capacity expansions highlighted in governance disclosures.
• Dividend policy aligns with board remuneration and shareholder value creation.