Ganesha Ecoverse Ltd

Demat/Remat status

• No dematerialisation/rematerialisation requests were received during the reporting period.

Nature of Restructuring

• Scheme of Amalgamation by absorption of Ganesha Ecoverse Limited into GESL Spinners Limited.

Entities Involved

• Transferor: Ganesha Ecoverse Limited; Transferee: GESL Spinners Limited.
• Transferor is a related party and associate of the Transferee.
• GSL is the Transferee; Transferor’s equity shares listed on BSE SME.

Key Transaction Details

• No cash consideration; share exchange ratio: 135 Transferee equity shares for 100 Transferor equity shares.
• Preference shares: 1 Transferee for 1 Transferor preference share.
• Appointed date: 1 April 2026; Effective date after NCLT sanction and filings.
• Transferor will be dissolved; Transferee absorbs assets and liabilities.
• Regulatory approvals: BSE, SEBI, NCLT, and other statutory approvals.

Financial Impact

• Transferor: Assets ₹6780.63 Lakh; Net Worth ₹5548.35 Lakh; Revenue ₹36.18 Lakh.
• Transferee: Assets ₹32168.69 Lakh; Net Worth ₹3420.72 Lakh; Revenue ₹11936.78 Lakh.
• Post-merger, Transferor ceases to exist; Transferee expands asset base.

Rationale and Objectives

• Complementary business activities; focused strategy and cost optimization.
• Realize synergies, economies of scale, and enhanced shareholder value.
• Stronger financial base to access lower-cost funds for expansion.
• Reduce duplicative regulatory/compliance requirements.

Related Party / Shareholder Impact

• Related party transaction; arm's length arrangement per valuation.
• Fairness opinion from VC Corporate Advisors; independent directors support.
• Transferor shareholders to receive Transferee shares; Transferor ceases to exist.

Approvals and Timeline

• Approvals required: BSE, SEBI, NCLT, and other statutory approvals.
• Appointed date: 1 April 2026; Effective date post sanction and filings.
• Scheme to be available on company website after regulatory submissions.

Resignation of Chief Financial Officer (CFO) 📍

• Name of resigning CFO: Ms. Surbhi Bhatia
• Effective date of resignation: January 31, 2026
• Reason for resignation: To pursue full-time professional practice as a Chartered Accountant
• No other material reasons for resignation stated
• Resignation taken on record by the Board
• No new CFO appointment disclosed; Ms. Bhatia to ensure smooth transition