Ganesh Consumer Products Ltd Directors Report

Dear Shareholders,

The Directors of GANESH CONSUMER PRODUCTS LIMITED (FORMERLY KNOWN AS GANESH GRAINS LIMITED) are pleased to present to you the 24lh Annual Report, along with the Audited Accounts, for the financial year ended March 31, 2024.

Financial Performance

The summarized results of your company are given in the table below:

(Rs. in Lakhs)

Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023
TOTAL INCOME	76,525.91	61,477.75
Profit / (Loss) before Interest, Depreciation and Tax (EBITDA)	6954.02	6016.98
Less: Depreciation	2655.05	1711.29
Less: Finance Cost	657.98	665.54
Profit before Tax	3640.99	3640.15
Less: Tax Expenses	941.80	929.82
Profit after Tax	2699.19	2710.33
Basic and Diluted Earning per Share	7.42	7.45

Summary of Operations

GANESH CONSUMER PRODUCTS LIMITED is one of the largest branded flour products and mixes player in Eastern India. The main product categories include Atta (Whole Wheat flour), Besan (gram flour), Maida (Refined Wheat flour), Sattu (roasted gram flour), Sooji (Semolina), Dalia (Porridge), Spices and others (consisting of instant mixes, powder & cereals, etc). The company is also in the process of introducing a no. of blended spices such as Sabji Masala, Chana Masala, Shahi Garam Masala, Biryani masala etc. and ethnic snacks namely, bhujiya. chanachur, namkeen, etc. in its product offerings in the current fiscal.

• During the year, the Total Income of your Company stood at Rs. 76,525.91 Lakhs, as compared to Rs. 61.477.75 Lakhs, in the previous year.

• The Profit after tax of your Company is Rs.2699.19 Lakhs in the Financial Year 2023-24 (as against Rs. 2710.33 Lakhs in Financial Year 2022-23).

Transfer to Reserves

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

Dividend

During the Financial Year the Board of Directors of your Company declared and paid an interim dividend of Rs. 1.375 on each fully paid-up Equity Share of Rs. 10 each of the Company amounting to Rs. 50013232.

Share Capital

The Paid up Equity Share Capital as on 31st March, 2024 was Rs 3637.33 lakhs. During the year under review, the Company has not raised its share capital.

Deposits

The Company has not accepted or renewed any deposits under Section 73 to 76 of Companies Act. 2013 read with Companies (Acceptance of Deposits ) rules, 2014 during the year under review.

Change in nature of business, if any

There is no change in the nature of business of the Company during the year under review Number of Board Meetings Held

The Board of Directors of the Company met four times during the Financial Year 2023-24. The meetings were held on the following dates:

Board Meeting Dates	Board Strength	Number of Directors Present
July 5th, 2023	5	4
September 28th ,2023	5	4
November 20th, 2023	5	4
February 7th, 2024	5	5

Directors and Kev Managerial Personnel (KMP)

Directors:

As of March 31st,2024, your Company had 5 Directors, which includes 2 Independent Directors, 1 Non- Executive Director, 1 Nominee Director and 1 Managing Director.

Mr. Subir Bose was re-appointed as Independent Director of the Company for another term of One year commencing on and from 20,h December. 2023. The Composition of the Board is as per the Companies Act, 2013.

Kev Managerial Personnel (KMP):

During the vear under review, Mr. Manish Kumar Mimani was re- appointed as Managing Director for a period of five years w ith effect from 28th September, 2023.

Mr. Mukesh Bajaj resigned from the post of Chief Financial Officer (CFO) with effect from 20th November. 2023 and in his place Mr. Amit Tapadia was appointed as Chief Financial Officer (CFO) with effect from 20lh November, 2023.

Mrs. Neha Jain resigned from the post of Company Secretary with effect from 31s January-, 2024 and in her place Mr. Narendra Mishra. was appointed as Companv Secretary (KMP) with effect from 7th February, 2024.

Statement of Declaration by Independent Directors

In compliance with section 149(7) of the Act, all Independent Directors had given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and applicable rules, for the FY 2023-24.

Directors Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the Internal. Statutory and Secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal fmancial controls were adequate and effective during the fmancial year 2023-24.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:-

a) In tine preparation of the annual accounts, the applicable accounting standards has been followed along w ith proper explanation relating to material departures;

b) The Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a Going Concern basis;

e) The Directors have laid down proper Internal Financial Controls ("IFC") and such internal financial controls are adequate and were operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors appointment & remuneration policy

The Company has the policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act. The Board of Directors of the Company has in accordance with the requirements of Section 178 of the Companies Act, 2013, constituted a Nomination and Remuneration Committee. The role of committee is to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board a policy, relatingjo the remuneration for the directors, key managerial personnel and other employees.

Board Evaluation

In Line with die requirements of the Companies Act, 2013 a meeting of the Independent Directors of the Company was held on 26th March, 2024. wherein the performance of the Non - Independent Directors including chairman was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee ("NRC") evaluated the effectiveness of its functioning and that of the Committees and the individual directors by- seeking their inputs on various aspects of Board/ Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of proper governance practices, participation in the long term strategic planning and fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

Internal Financial Controls

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of Audit Committee.

Subsidiary Company

The Company does not have any subsidiary Company.

Annual Return

Pursuant to Section 92(3) read w ith Section 134(3)(a) of the Act. Annual Return in the prescribed format has been hosted on the Companys website www.ganeshgrains.com

Particulars of loans, guarantees or investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements. Audit Committee

The Audit Committee comprises of Four members. In the FY 2023-2024, 4 meetings of the Audit Committee were held. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee comprises of Four members. In the FY 2023-2024, 3 meetings of the Nomination & Remuneration Committee were held. During the year under review, all recommendations made by the Nomination & Remuneration Committee were accepted by the Board.

Corporate Social Responsibility

As a socially responsible Company. Ganesh Consumer Products Limited is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had been formed by the Company which comprises of Three members. In FY 2023-2024, 2 meetings of the Coiporate Social Responsibility Committee were held.

The initiatives undertaken by your Company during the year have been detailed in CSR Section of the Annual Report. The Annual Report on CSR activities in accordance w ith the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, is set out herewith as Annexure - A to this Report.

Related Party Transactions

All related party transactions that were entered into during the financial year ended March 31st, 2024 were at arms length basis and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee for approval. Approval of the Audit Committee was obtained on a yearly / quarterly basis for the transactions which were foreseen and repetitive in nature. The transactions entered into were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its approval on a quarterly basis.

Furthermore, the disclosure of transactions with related party for the year under review, as per Accounting Standard-18 Related Party Disclosures is given in Note of the Financial Statements for the year ended March 31st, 2024.

Significant material orders passed bv Regulators / Courts etc.

There were no significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and companys operations in future. There were also no material changes and commitments occurred after the closure of the year till the date of this report, which affect the financial position of the company.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

Conservation Of Energy and Technology Absorption

The information pertaining to conservation of energy and technology absorption, as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

Foreign Exchange Earnings and Outgo

The Company does not have any foreign exchange earnings or outgo during the year ended 31st March, 2024.

Statutory Auditor, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Singhi & Co., Chartered Accountants, FRN 302049E has been appointed as Statutory Auditors of the Company, for a term of 5 years commencing from the Financial Year 2022- 2027 at the Annual General Meeting of the Company held on 22/09/2022. at such remuneration plus taxes.out of pocket expenses, etc., .as.- mutually agreed between the Board of Directors of the Company and the auditor. Further, Statutory Auditor along with notes to Schedules is enclosed to this report.

Boards Comment on Auditors Report

The observation of the Statutory Auditor, w hen read together w ith the relevant notes to the accounts and accounting policies are self-explanatory and does not call for any further comment.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. the Company has appointed M/s Prachi Todi , Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31s1 March, 2024. The Secretarial Audit Report is annexed as Annexure- ‘B herewith as to this report.

Qualification or Reservations in Statutory Audit Report and Secretarial Audit Report

Your Board has the pleasure in confirming that no reservation, adverse remark or disclaimer has been made by the Statutory Auditor and Secretarial Auditor in their Report issued to the Company attached as Annexures to the Directors Report.

Risk Management Policy

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to review from time to time. Risk mitigation process and measures have also been formulated and clearly spelled out in the said policy.

Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 the Company have complied with the laws and the codes of conduct applicable to them and have ensured that the business is conducted with integrity and that the Companys financial information flow is accurate. In case of any violation or complaint, a report may be made under the Vigil Mechanism system established by the Company.

Fraud Reporting

The Company has adopted best practices for fraud prevention and it follows confidential, anonymous reporting about fraud or abuse to the appropriate responsible officials of the Company. No fraud on or by the Company has been reported by the Statutory Auditor.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules made there under. During the financial year 2023-24, the Company has not received any complaint of sexual harassment.

Acknowledgement

Your Directors places on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company. Your Directors also thank the Clients, Vendors. Bankers, Shareholders and advisors of the Company for their continued support. Your Directors also thank the Central and State Governments, and other Statutory Authorities for their continued support.