Ganesh Holdings Ltd Directors Report

To,

The Members,

The Directors of your company have pleasure jn presenting their Report together with the Annual Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL RESULTS

The salient features of the Companys Financial results for the year under review are summarized

OPERATIONS i

During the year under review, the Company has incurred loss of 30.08 lacs for the year as compared to loss oR 4.03 lacs in the previous year before Comprehensive Income and have loss of ^ 23.90 lacs for the year after Comprehensive income as compare to Profit of ^ 0.78 lacs in previous year. The increase in loss is due to Right Issue Expenditure incurred during the year,

EQUITY :

A) Eg u i tv _Siia re Capital,;.

? During the year under review, the Authorised Share Capita! of the Company increased from ^ 45,00,000/- (Rupees Forty Five Lacs Only) divided into 4,50,000 (Four Lacs Fifty Thousand) Equity Shares of ^10/- (Rupees Ten Only) each to T 1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lac) Equity Shares of ?10/- (Rupees Ten Only) each.

? The Issued, Subscribed and Paid-up Share Capital of the Company increased from K 40,50,000/- (Rupees Forty Lacs Fifty Thousand Only) divided into 4,05,000 (Four Lacs Five Thousand) Equity Shares of ^10/- (Rupees Ten Only) each to 3 89,10,000/- (Rupees Eighty Nine Lacs Ten Thousand Only) divided into 8,91,000 (Eight Lacs Ninety One Thousand) Equity Shares of T1.0/- (Rupees Ten Only) each, pursuant to issue and allotment of 486000 Equity Shares having face value of ^ 10/- each, at a price of ^100/- per Equity Share including a premium of K90/- per Right Equity Share on rights basis on March 5, 2025. The Shares were issued at a ratio of 6:5 i.e., 6 (six) Equity Share having face value of flO/- each for every 5 (Five) fully paid-up Equity Shares of the Face value of f 10/- each held by the Eligible Equity Shareholders.

Other Equity :

Other Equity as on 31-03-2025 stands at Rs,574.90 lacs against Rs. 161.39 lacs on 31-03-2024,

DIVIDEND

To strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

DEPOSITS;

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies [Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Companies Act, 2013 for CSR are not applicable to the Company for the FY 2024-25.

COMPLIANCE

The Company is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NRFC) under the category of NBFC-ND-NS1, classified as an ICC (Investment and Credit Company). The Company has consistently complied with ail applicable laws, rules, circulars, ami regulations governing its operations. This includes adherence to the Master Direction - Reserve Bank ofIndia (Non-Bunking Financial Company - Scale Based Regulation) Directions, 2023 ("RBI Master Directions"), as amended from time to time. As per the RBI Master Directions, the Company is categorized as a Base Layer NBFC and fully complies with the prescribed norms for such entities. This includes meeting the regulatory requirements set forth by the RBI for capital adequacy, asset classification, and other prudential norms to ensure sound financial health and operational sustainability. The Company remains committed to maintaining the highest standards of regulatory compliance and continuously monitors developments in RBI regulations to ensure ongoing adherence.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company lias un 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 Manual, To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Shri Manish Khandelwal of Oni Agarwal & Company, Chartered Accountants, monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Audit Committee of the Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors,

• Changes in Directors and Key Managerial Personnel;

During the. year Smt. Lalitha Ranka (DIN : 01166049) was re-appointed as Managing Director by the Boatd of Directors w.e.f. 31-10-2024 for a further term of 5 years and the same was approved by the shareholders in Extra Ordinary Genera! Meeting held on 16-01-2025.

• Statement of Declaration given by Independent Directors :

Ail Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

• Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has

been explained in the Corporate Governance Report,

• Remuneration Policy:

The Board has, on the recommendation of the Appointment & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

• Meetings;

During the year 9 (Nine] Board Meetings, 4 (Four) Audit Committee Meetings, 4 Stake Holders Relationship Committee Meetings, 3 Rights Issue Committee Meetings and 2 (Two) Nomination & Remuneration Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL:

Pursuant to the Provisions of Section 203 of the Act read with the rules made thereunder, the following are the Key Managerial Personnel of the Company:

PARTICULARS Ol LOANS. GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013 but has given Unsecured Loan to one related party, details of the same is given in the notes to the financial statement. The details of the investments made by company is given in the notes to the financial statements.

ANNUAL RETURN:

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, tho companies are required to publish a copy of the Annual Return on its website. The Extract of Annual Return is available on our website https://www.ganeshholdings.Cotn/ investor-relations.

AUDITORS & AUDIT REPORT

M/s Sanjive Rad hoy & Co., Chartered Accountants (Firm Registration No.009959C), Mumbai have been appointed as the statutory auditors of the company to hold office for the term of 5 years i.e.from the conclusion of 42^Mil Annual Genera) Meeting to the conclusion of 47^c,i Annual General Meeting, on such remuneration as may be decided by the Board of Directors of the company in the 42^1,(1 Annual General Meeting of the company held on 30^th September, 2024.

On reroimnemlntimi of the Audit Committee of the Company, the Board proposes their ratification at the ensuing Annual Cun oral Meeting.

The Notes of Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj S. Desai, Company Secretaries in practice to undertake the Secretarial Audit of the Company,

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit report and is annexed herewith as "Annexure-1", The report is self-explanatory and there is no adverse remark or qualifications.

Further, the Company has received certificate Of Non- Disqualification of Directors from Pankaj 5 Desai, Company SucnjUmies. The same is enclosed as Annexure HI to this report.

INTERNAL FI NANCE CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. It has established an integrated framework in managing risks and internal controls. The internal financial controls have been documented, digitized and embedded in the business processes. Such controls have been assessed during the year under review and were operating effectively.

PARTICULARS OF ENERGY CONSERVATION:

The Coni punys operations are not energy intensive and as such involve low energy consumption. However adequate measures have been taken to conserve the consumption of energy.

FOREIGN EXCHANGE EARNINGS AND OUT-GO ;

During the period under review there was no foreign exchange earnings or out flow,

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company continues to lake new initiatives to further align its HR policies to meet the growing needs of its business. People development continues to be a key focus area of the Company, The industrial relations in all the units of the Company remained cordial and peaceful throughout the year,

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The directurs 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.

iv) The directors have prepared the annual accounts on a going concern basis,

v) The directors had laid down Internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS;

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

rhe Company has a vigil mechanism named Fraud and Risk Management PoJicy to deaf with instance of fraud and mismanagement, if any,

In staying true to cur values of Strength, Performance and Passion and in fine with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

PREVENTION OF INSIDER TRADING:

The Company nas adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading jjj securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code- All Beard Directors anti the designated employees have confirmed compliance with the Code,

CODE OF CONDUCT:

The Board oi Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company,

All the Ruind Members mid the Senior Management personnel have confirmed compliance with rhn Cede. All SUITwere givun appropriate training in this regard

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant ui requirements of Clause 49 of the Listing Agreement, the Company has a faniiliarizuiiuii program for Independent Directors with regard to their role, rights, responsibilities in tint Company, nature of the industry in which the Company operates, business model of riie Company etc, The Board Members are provided with all necessary documents/ reports ami imurnal policies tu enable them to familiarize with the Companys procedures and p ran ices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies anti risks involved. Directors attend training programs/ conferences On relevant subject matters and keep themselves abreast Of the latest corporate, regulatory and industry developments.

The same has been posted on website of the Company vrz; hUp://vv ww.garieshholdings.com CORPORATE GOVERNANCE

The Company is making all efforts to comply with the provisions relating to Corporate Governance pursuant to clause 49 ol the Listing Agreement with Stock Exchange. A Report on Corporate Goveruunce forming part of directors report is annexed herewith.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation fur the assistance and co-operation received from employees at all levels performed their duties and responsibilities arid for close received from them during the year. Your Directors also record their sincere appreciation of the continued supj)i>rt; assi^rane? and co-operation extend by the Companys Bankers and also Shareholders of the Company who put their confidence in the company.