Ganesh Holdings Ltd Directors Report

To, The Members,

The Directors of your company have pleasure in presenting their Report together with the Annual Audited Financial Statements for the year ended March 31, 2026.

The salient features of the Companys financial results for the year under review are summarized below:

(Rupees in Lacs)

OPERATIONS:
During the year under review, the Company has Profit of ?26.00 lacs for the year as compared to loss of ?30.08 lacs in the previous year before Comprehensive Income and have Profit of ?16.03 lacs for the year after Comprehensive Income as compare to Loss of ?23.90 lacs in previous year. Profit is due to redemption of investments and wider investment base during the year.

There is no change in the Equity share Capital of the company during the year. As on March 31, 2026 Authorised share capital of the company is Rs.1 Crore divided into 1000000 equity shares of Rs.10/- each and Paid up Capital is Rs.89.10 lacs divided into 891000 equity shares of Rs.10/- each.
Board of Directors have approved increase in authorized equity share capital to Rs.1.5 crore in their Board meeting dated 07-08-2026 subject to approval of Share Holders in this Annual General Meeting.

Other Equity as on 31-03-2026 stands at Rs.590.93 lacs against Rs. 574.90 lacs on 31-03-2026.

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.

The provisions of the Companies Act, 2013 for CSR are not applicable to the Company for the FY 2025-26.

The Company is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) under the category of NBFC-ND-NSI, classified as an ICC (Investment and Credit Company). The Company has consistently complied with all applicable laws, rules, circulars, and regulations governing its operations. This includes adherence to the Master Direction - Reserve Bank of India (Non-Banking 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.

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 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, Chartered Accountants, monitors and evaluates the efficiency 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 CS Banwari Lal Saini (M.No.A12576) has been appointed as Company Secretary and compliance officer w.e.f.11th April 2025 and CS Dolly Sharma (M.No.A48165) has resigned from the post of Company Secretary w.e.f. 10th April 2025.

Statement of Declaration given by Independent Directors:
All 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.

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.

The Board has, on the recommendation of the Nomination & 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 5 (Five) Board Meetings, 4 (Four) Audit Committee Meetings, 4 Stake Holders Relationship Committee Meetings, and 1 (One) Nomination & Remuneration Committee

1. Smt. Lalitha Ranka : Managing Director
2. Shri Aditya Mishra : Chief Financial Officer
3. Shri Banwari Lal Saini : CS & Compliance Officer

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.

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the 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.com/investor-relations.

M/s Sanjive Radhey & 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 42nd Annual General Meeting to the conclusion of 47th Annual General Meeting, on such remuneration as may be decided by the Board of Directors of the company in the 42nd Annual General Meeting of the company held on 30th September, 2024. On recommendation of the Audit Committee of the Company, the Board proposes their ratification at the ensuing Annual General Meeting.
The Notes of Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

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-I". 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 S. Desai, Company Secretaries. The same is enclosed as Annexure III to this report.

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.

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

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

Your Company continues to take 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 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.
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.

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.

The Company does not have any subsidiary.

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our vision of being the one among respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

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

The Board of 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 Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Pursuant to requirements of Clause 49 of the Listing Agreement, the Company has a familiarization program for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/reports and internal policies to enable them to familiarize with the Companys procedures and practices. 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 and 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 viz; http://www.ganeshholdings.com

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

Your Directors would like to express their appreciation for the assistance and co-operation received from employees at all levels performed their duties and responsibilities and for close received from them during the year. Your Directors also record their sincere appreciation of the continued support; assistance and co-operation extend by the Companys Bankers and also Shareholders of the Company who put their confidence in the company.