Shree Ganesh Remedies Ltd Directors Report

FINANCIAL RESULTS:

Notes:

PERFORMANCE HIGHLIGHTS

CONSOLIDATED FINANCIAL STATEMENTS

CHANGE IN NATURE OF BUSINESS, IF ANY

DIVIDEND

Unclaimed Dividend

TRANSFER TO RESERVES

DETAILS OF THE ASSOCIATES/JOINT VENTURE/SUBSIDIARIES COMPANIES

AUTHORISED SHARE CAPITAL AND PAID-UP SHARE CAPITAL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE

SECRETARIAL STANDARDS

VIGIL MECHANISM

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

DEPOSITS

INSURANCE

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

MERGERS AND ACQUISITIONS

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

DIRECTORS RESPONSIBILITY STATEMENT

AUDITORS

Statutory Auditors

Cost Auditors

Secretarial Auditors

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s. S N D K & Associates LLP were appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2025-2026.

During the year under review, the Statutory Auditors of the Company have not reported any instance of fraud committed in the Company by its officers or employees under Section 143(12) of the Act.

The Company maintains internal control systems, well-defined policies and procedures, and an effective internal audit mechanism to safeguard its assets and ensure the accuracy and reliability of its financial records. The absence of any reported fraud during the year indicates Companys effective internal controls, adherence to good governance and reflects the strength of the Companys governance framework, internal controls, and commitment to ethical business practices.

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

The effectiveness of internal controls is reviewed through the internal audit process. Reports of internal auditors are reviewed by Audit Committee of the Company from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Companys operations in future.

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Boards own performance, its Committees & Individual Directors.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, Code of conduct etc. In addition, the Chairman was also evaluated on the key aspect of his role.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

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

During the financial year, pursuant to the approval of the Members and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company entered into material related party transactions. Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed to this Boards Report.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at https://www.ganeshremedies.com/investor/3.1.17-Policy-on-Related-Party-Transaction.pdf the details of related party transactions are also disclosed in the notes forming part of the standalone and consolidated financial statements.

The Board of Directors met 8 (Eight) times during the financial year. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Chandulal Manubhai Kothia, Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, has offered himself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors recommends the re-appointment of Mr. Chandulal Manubhai Kothia as a Director of the Company for the approval of the Members.

During the year under review following changes took place in the Composition of the Board of Directors:

Ms. Shruti Rajesh Sohane (DIN:10899663) was appointed as an Additional Director (Non-Executive and Independent) on the Board of your Company with effect from August 08, 2025 for a term of five years. Her appointment was approved by the Members by way of a Special Resolution passed at the Annual General Meeting held on September 09, 2025. Mr. Gunjan Kothia resigned from the office of Whole-time Director of the Company due to a transition into his role as Head-Business Development and Innovation of the Company. The Board placed on record its sincere appreciation for the valuable contributions, guidance, and services rendered by him during his tenure as a Whole-time Director of the Company.

Mr. Priyam Surendra Shah (DIN:06858411) resigned from the office of Independent Director of the Company with effect from November 07, 2025. The Board placed on record its sincere appreciation for the valuable contributions, guidance, and services rendered by him during his tenure as an Independent Director of the Company.

Subsequent to the close of the financial year, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on July 17, 2026, appointed Ms. Hiral Ankitkumar Shah as an Additional Director (Non-Executive, Independent) of the Company, subject to the approval of the Members at the ensuing Annual General Meeting.

The requisite particulars of the Director seeking appointment/re-appointment, as required under the Companies Act, 2013, Secretarial Standard-2 on General Meetings and Regulation 36 of the SEBI Listing Regulations, are set out in the Notice convening Annual General Meeting.

All the Directors of the Company have confirmed that they are not disqualified from being appointed or continuing as Directors in terms of Section 164 of the Companies Act, 2013.

Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

The Board of Directors has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. Salient features of Nomination and Remuneration Policy have been disclosed in Corporate Governance Report.

The same is available on the Website of the company at https://www.ganeshremedies.com/policies-codes.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2026 is available on the Companys website at https://www.ganeshremedies.com/financial-performance-presentation.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed thereunder, the Company has constituted an Internal Complaints Committee ("ICC") at its workplaces. The ICC is entrusted with the responsibility of receiving, investigating, and redressing complaints pertaining to sexual harassment of women at the workplace in a fair, impartial, and time-bound manner.

The Company is committed to providing a safe, secure, and inclusive working environment free from harassment and discrimination. It has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace, which outlines the procedures for reporting complaints, conducting inquiries, and ensuring protection against victimization or retaliation. Regular awareness initiatives are also undertaken to sensitize employees about their rights and responsibilities under the Act.

The Policy on Prevention of Sexual Harassment of Women at Workplace is available on the Companys website at https://www.ganeshremedies.com/policies-codes.

During the financial year under review, no complaints were received by the Internal Complaints Committee (ICC) under the provisions of the POSH Act. Further, no incidents of sexual harassment were reported at any of the Companys workplaces during the year.

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-C to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to investors@ganeshremedies.com.

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 as amended from time to time, particulars relating to conservation of Energy, R & D, Technology absorption and Foreign Exchange earnings/outgo are annexed to this Report as Annexure-D.

As a responsible corporate citizen and a manufacturer in the chemicals sector, environmental protection and safety remain paramount priorities for the Company. The Company is committed to strict adherence to all applicable environmental laws and pollution control norms and continuously endeavors to not only comply with statutory requirements but also to adopt best environmental practices.

The Company continuously undertakes initiatives to develop and implement safer process technologies, optimized unit operations, and sustainable systems, thereby strengthening its risk management framework and fostering long-term, sustainable value creation for all stakeholders.

Health and safety remain a priority for Companys manufacturing operations. Your Company operate under Process Safety Management systems, supported by regular HAZOP studies, risk assessments, and compliance audits to mitigate operational risks. Regular training programs and emergency response drills promotes a strong safety culture and preparedness across the site. Through governance and continuous improvement, your Company remain committed to the goal of zero harm and safe, responsible operations.

During the year under review, the Company continued to maintain cordial and harmonious industrial relations across all its units and establishments. The relationship between the Management, workmen, and staff remained positive, constructive, and built on mutual trust and respect. Open communication channels, employee engagement initiatives, and a collaborative work culture contributed to maintaining a stable and productive work environment throughout the year.

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the detail of the Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund (IEPF) Authority is as under:

Name: Mr. Aditya Vikrambhai Patel
Designation: Company Secretary and Compliance Officer
Email Id: investors@ganeshremedies.com
Contact No.: +91-7574-976076

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

The Company shares are listed with BSE Limited and listing fees was paid to the Stock Exchange.

There was no instance of one-time settlement with any Bank or Financial Institution.

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company.

Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.