డైరెక్టర్ల నివేదిక Ganesh Consumer Products Ltd.

The Board of Directors have pleasure in presenting the Twenty Sixth Annual Report of your Company together with the Audited
Financial Statements for the FY ended March 31,2026.

In compliance with the applicable provisions of the Companies Act, 2013, (‘the Act''), the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations''), this Directors'' Report is prepared
based on the Audited Financial Statements of the Company for the year ended March 31,2026.

Financial Performance

The Financial Performance of your Company for the year ended March 31,2026 is summarized below:

Financial Highlights

FY 2025-26 marked a defining milestone for Ganesh Consumer,
as the Company''s equity shares were successfully listed on BSE
Limited and the National Stock Exchange of India Limited (“Stock
Exchanges”) on September 29, 2025, marking its transition into
a publicly listed company. Total Income for FY2025-26 stood at
H 87691 Lakhs, a growth of approximately 2.5% over the prior
year. While headline revenue growth was modest, the Company
deliberately prioritized the structural quality of the business over
short-term volume and profitability growth. The B2C business
held firm despite heightened competitive intensity, a testament
to the brand equity and distribution depth the Company has built
over years. The spices category grew 1 9% year-on-year, and
the e-commerce channel grew 43% YoY, now contributing 14%
of B2C revenue.

EBITDA for the year stood at H 8555 Lakhs, with margins
expanding 121 basis points to 9.8% in FY 2025-26. PAT for the
full Year stood at H 4239 Lakhs, a growth of 19.6% YoY, with PAT
margins of 4.8%.

Summary of Operations

The Company is one of the leading manufacturers of packaged
wheat and gram-based flours, including atta, maida, sooji, dalia,
besan, and sattu, along with spices, instant mixes, and ethnic
flour for everyday consumer needs. The Company has been
recognized as a market leader in East India and leverages its
brand, backed by a robust distribution network spanning over

3.5L retail outlets, to maintain its regional dominance. Being
vertically integrated with modern manufacturing facilities, it
ensures consistent quality and affordability, providing exceptional
value to households across markets. It has a strong presence
in West Bengal and is strengthening its distribution network in
Jharkhand, Orissa, Bihar and Assam.

As a part of ongoing brand-building initiatives, the Company has
appointed Ravindra Jadeja as the brand ambassador for Sattu
portfolio. This strategic partnership enhances brand visibility,
strengthens consumer confidence, and elevates the positioning
of Sattu as a natural energy drink. The association supports
Company''s efforts to drive category expansion, improve market
penetration, and build a stronger emotional connection with
consumers. With an expanding product portfolio of 254 SKUs
and a strengthening distribution footprint across key markets, the
Company enters FY2026-27 with sharpened execution priorities.

Transfer to Reserves

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

Dividend

Dividend Distribution Policy

The dividend payment is determined in accordance with the
parameters set out in the Dividend Distribution Policy approved
by the Board of Directors pursuant to Regulation 43A(3) of
the SEBI (Listing Obligations and Disclosure Requirements)

Regulations. The Policy is available on the Company''s website
at ganeshconsumer.com.

Interim Dividend

During the FY 2025-26, the Board of Directors, at its meeting
held on November 06, 2025, declared and paid an interim
dividend of H 2.50 per equity share of face value H 10 each,
representing 25% per share, aggregating to H 10,10,32,365/-.

Final Dividend

The Board of Directors, at its meeting held on May 22, 2026,
recommended a final dividend of H 2.50 (Rupees Two and Fifty
Paise only) per equity share of face value H 10 each for the
2025-26, aggregating to H 10,10,32,365.

The recommended final dividend is subject to the approval of the
members at the ensuing Annual General Meeting (AGM) and tax
to be deducted at source as applicable under the provisions of
the Income-tax Act, 1961. If approved by the members, the final
dividend shall be paid to those members whose names appear
in the Register of Members or in the records of the Depositories,
as the case may be, as on the record date fixed for this purpose.
The total dividend payout for the year stands at 48% and is
consistent with the dividend distribution policy of the company.

Unclaimed Dividends

Details of unclaimed Dividends previously declared and paid by
the Company are given under the Corporate Governance Report
which forms part of this Annual Report for FY 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the year under
review, as per the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), is presented in a separate section,
which forms part of this Annual Report as Annexure I

EMPLOYEE STOCK OPTION SCHEME (ESOP)

During the year under review, the Board of Directors of the
Company approved the Ganesh Consumer Products Limited
- Employee Stock Option Scheme, 2025 ("ESOP Scheme").
The Scheme was subsequently approved by the shareholders
of the Company at the Extra-Ordinary General Meeting held on
January 16, 2026.

The ESOP Scheme reflects the Company''s commitment to
fostering a high-performance culture by aligning the interests
of employees with the long-term growth and success of the
Company. The Scheme is designed to attract, motivate, and
retain talented employees by providing them with an opportunity
to participate in the Company''s future value creation through
equity-based incentives.

The grant of stock options under the ESOP Scheme is based on
a structured performance evaluation framework, ensuring that
awards are made on a merit-based basis. The Nomination and
Remuneration Committee (NRC) is responsible for evaluating
the eligibility of employees, approving and administering the

grant of stock options, and overseeing the implementation of
the Scheme in accordance with its terms. The valuation and
allocation of options are determined and approved by the NRC.

The ESOP Scheme is implemented through secondary
acquisition of equity shares by the Ganesh Employee Welfare
Trust, a trust established during the year under review for the
purpose of administering the Scheme. As on March 31, 2026,
the Trust had acquired 5,24,500 equity shares of the Company
through purchases from the open market. No stock options were
granted under the ESOP Scheme as at March 31, 2026.

Disclosure as per SEBI (Share based employee benefits and
Sweat Equity) Regulations, 2021 and the Companies Act,
2013 relating to employees Stock Option Scheme is available
on the Company''s website and may be accessed at the link
ganeshconsumer.com

Share Capital

The Paid-up Equity Share Capital as on March 31, 2026 was
H 4041.29 lakhs. The total shareholding of the Promoter(s) of your
Company is 64.08% and none of the Promoters shareholding
is under pledge.

Initial Public Offering

During the year under review, your Company successfully
completed its Initial Public Offering (IPO) and achieved the
listing of 1,26,98,020 Equity Shares of face value of H 10 each
at an issue price of H 322 per share (including a share premium
of H 312 per share) on September 29, 2025 at BSE Limited and
National Stock Exchange of India Limited. The issue comprised
of a fresh issue of 40,39,687 Equity Shares aggregating to
H 13,000.00 Lakhs and offer for sale of 86,58,333 Equity Shares
by the selling shareholders aggregating to H 27,879.83 Lakhs,
totaling to H 40,879.83 Lakhs.

The successful completion of the IPO represents a significant
milestone in the Company''s journey and reflects the confidence
of investors in the Company''s business model, operational
capabilities, growth strategy, and future prospects. The proceeds
raised through the fresh issue portion of the IPO are being
utilized in accordance with the objects of the issue as disclosed
in the Prospectus and applicable regulatory requirements. The
Company continues to monitor the deployment of IPO proceeds
and provides periodic disclosures regarding their utilization in
compliance with the provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and other
applicable laws.

The Board of Directors expresses its sincere gratitude to the
Company''s shareholders, investors, customers, employees,
business associates, merchant bankers, legal advisors,
auditors, regulatory authorities, and all other stakeholders for
their valuable support and confidence, which contributed to the
successful completion of the IPO.

Deposits

During the year under review, the Company has not accepted
any public deposits falling within the ambit of Section 73 of the
Companies Act, 2013 and the Rules framed thereunder.

Change in nature of business, if any

There is no change in the nature of business of the Company
during the year under review.

Meeting of Board of Directors

Your Company is committed to strong corporate governance
practices, which helps its Board of Directors to carry out its
responsibilities effectively. To support informed decision-making,
the company provides all Directors with relevant and timely
information before meetings and discussions. This enables
Directors to participate actively, contribute meaningfully, and
make well-informed decisions on matters affecting the company.

The Board of Directors meet regularly to review the Company''s
business policies, strategies and key governance matters.
Effective oversight of operations is ensured through quarterly
meetings supported by detailed presentations. Board and
Committee meetings are planned well in advance to help them
plan their schedules and participate effectively.

As permitted under applicable law, approvals for urgent or
special matters, have been obtained through resolutions passed
by circulation or by convening meetings at shorter notice

During the year under review, the Board of Directors of your
Company has met 14 (Fourteen times), the details of which
are given in the Corporate Governance Report attached to this
Report. The maximum time gap between any 2 (two) consecutive
Board Meetings did not exceed 120 (one hundred twenty) days.

Meeting of Independent Directors

Pursuant to the requirements of Schedule IV of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate meeting of the
Independent Directors of the Company was held on March 26,
2026, during the reporting period, without the presence of the
Non-Independent Directors and members of the management.
The Independent Directors, inter alia, reviewed the performance
of the Non-Independent Directors and the Board as a whole,
evaluated the performance of the Chairperson of the Company,
taking into account the views of the Executive Directors and Non¬
Executive Non-Independent Directors, and assessed the quality,
quantity, and timeliness of the flow of information between the
Company''s management and the Board.

Directors and Key Managerial Personnel (KMP)

Directors:

As of March 31, 2026, the Company had 6 (Six) Directors,
which includes 3 (Three) Independent Directors, 2 (Two) Non¬
Executive Director and 1 (One) Managing Director. During
the year under review, following changes took place in the
constitution of the Board of Directors of the Company: -

Cessation of Directorships:

a. Mr. Sunil Rewachand Chandiramani (DIN: 00524035)
ceased to act as an Independent Director of the Company
w.e.f. March 16, 2026.

b. Mr. Rohit Brijmohan Mantri (DIN: 07435803) ceased to
act as a Non-executive Non-Independent Director of the
Company w.e.f. March 16, 2026.

The Board took on record its deep sense of appreciation for the
services rendered by them during the tenure of their directorships.

Appointment of Directors:

The Board of Directors of the Company based on the
recommendation of the Nomination and Remuneration
Committee, at its meeting held on March 16, 2026 approved
the following appointment subject to the consent of the
shareholders: -

a. Mr. Rajiv Nitin Mehta (DIN: 00697109) as an Additional
Director (Non-Executive Independent Category) of the
Company w.e.f. March 16, 2026.

b. Mr. Devansh Mimani (DIN: 11581745) as an Additional
Director (Non-Executive NON Independent Category) of
the Company w.e.f. March 16, 2026.

During the reporting year, the Company obtained the approval
of the members through Postal Ballot by way of remote e-voting.
Based on the Scrutinizer''s Report, the resolutions were
deemed to have been passed on April 24, 2026. Accordingly,
the appointment of Mr. Rajiv Nitin Mehta (DIN: 00697109) as
an Independent Director was approved by way of a Special
Resolution, and the appointment of Mr. Devansh Mimani (DIN:
11581745) as a Non-Executive (Non-Independent) Director was
approved by way of an Ordinary Resolution.

Retirement by Rotation and Subsequent Re¬
Appointment

In accordance with Section 152(6) of the Companies Act,
2013, Mrs. Madhu Mimani (DIN: 00825099), Director (Non¬
Executive Category) is liable to retire by rotation in the
ensuing Annual General Meeting and being eligible, offers
herself for re-appointment. Based on the recommendation of
Nomination & Remuneration Committee, Board recommends
the re-appointment of Mrs. Madhu Mimani (DIN: 00825099) as
Director, liable to retire by rotation for approval of the members
of the Company.

Detailed Director attendance, Directorships in other
companies, and committee memberships are in the Corporate
Governance Report.

Key Managerial Personnel (KMP):

During the year under review, there is no change in key
Managerial Personnel of the Company.

Statement of Declaration by Independent Directors

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria
of independence as prescribed both under the Companies Act,
2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
as amended (“Listing Regulations”).In the opinion of the Board,
all Independent Directors possess requisite qualifications,

experience, expertise and hold high standards of integrity
required to discharge their duties with an objective independent
judgment and without any external influence.

Remuneration for Independent Directors and Non¬
Executive Non-Independent Directors

Independent Directors, are compensated by way of sitting fees
for their participation in meetings of the Board and the Board
Committees and the Non-Executive Non- Independent Directors
are remunerated in accordance with the terms and conditions
of their appointment, as approved by the Board and/or the
shareholders, wherever applicable. The remuneration structure
applicable to such Directors is governed by the Company''s
Remuneration Policy and includes components such as sitting
fees and commission, as may be applicable. The remuneration
is determined with a view to recognizing the time devoted,
the contributions made and the responsibilities discharged
by the Directors and is structured to facilitate effective
functioning of the Board.

Within the ceiling as prescribed under the Act, the Independent
Directors are also paid a commission, the amount whereof is
recommended by the NRC and approved by the Board. The basis
of determining the specific amount of commission payable to the
Independent Director is related to his attendance at meetings,
role and responsibility as Chairperson or Member of the Board
/ Committees and overall contribution as well as time spent on
operational matters other than at the meetings. The payment
of commission to Independent Directors was approved by the
shareholders and to be paid for each FY and distributed among
the Directors in such manner as may be determined by the Board
of Directors from time to time, within the overall maximum limit
of 1 % (one percent) of the net profits per annum or such other
percentage as may be specified by the Act, from time to time.

The details of sitting fees and commission paid to the
Independent Directors and the remuneration to Non-Executive
Non-Independent Directors, during the year under review are
disclosed in the Corporate Governance Report, which forms part
of this Annual Report.

The details of remuneration paid to the Executive Directors, Key
Managerial Personnel and Senior Management during the year
under review are disclosed in the Annexure V, which forms part
of this Annual Report.

Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for
ensuring compliance with the provisions of Section 134(3)(c)
read with Section 134(5) of the Act and Regulation 18 of the
SEBI Listing Regulations, 2015 in the preparation of the Annual
Accounts for the details of sitting fees and commission paid to the
Independent Directors and the remuneration to Non-Executive
Non-Independent Directors, during the year under review are
disclosed in the Corporate Governance Report, which forms part
of this Annual Report. ended March 31,2026 and state that:

a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
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
FY and of the profit and loss of the company for that period;

c) The Directors had 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 had prepared the annual accounts on a
Going Concern basis;

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

f) The Directors had 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 assessment and appointment of Directors to the Board are
based on a combination of criteria, including integrity and ethical
standards, personal and professional stature, domain expertise,
diversity, and the specific skills and qualifications required
for the position.

The Board seeks to maintain an appropriate balance of skills,
experience, and diversity to enable effective oversight and
decision-making.

In the case of Independent Directors, the Company ensures
compliance with the independence criteria prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1 )(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, as amended from time to time.

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
and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended
(“SEBI Listing Regulations”), 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, relating to the remuneration for the directors, key
managerial personnel and other employees.

The Nomination and Remuneration Committee of the Board of
Directors is dedicatedly ensuring the continuance of a dynamic
and forward-thinking Board and recommend to the Board
qualified candidates for directorship.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and
Regulation 17 of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended (“SEBI Listing Regulations”), the Board
has carried out the evaluation of its own performance and that
of its committees as well as evaluation of performance of the
individual Directors.

In line with the requirements of Schedule IV of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate meeting of the
Independent Directors of the Company was held on March 26,
2026 wherein the performance and role of the Non-Independent
Directors, Board as a whole including the chairperson of your
Company 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 fulfilment of Director''s
obligations and fiduciary responsibilities, including but not limited
to active participation at the Board and Committee meetings.

Internal Financial Controls

As per Section 134(5)(e) of the Act, the Directors have an overall
responsibility for ensuring that your Company has implemented
a robust system and framework of Internal Financial Controls.
Your Company has an Internal Financial Controls (‘IFC'')
framework, commensurate with the size, scale and complexity
of your Company''s operations. The Board of Directors of your
Company is responsible for ensuring that Internal Financial
Controls (‘IFC'') have been laid down by your Company and
that such controls are adequate as well as operating effectively.
The internal control framework has been designed to provide
reasonable assurance with respect to recording and providing
reliable financial as well as operational information, complying
with applicable laws, safeguarding assets from unauthorized
use, executing transactions with proper authorization and
ensuring compliance with corporate policies. Your Company has
devised appropriate systems and framework including proper
delegation of authority, policies and procedures, effective IT
systems aligned to business requirements, risk based Internal
Audits, Risk Management framework and Whistle Blower
mechanism. Your Company has already developed and
implemented a framework for ensuring internal controls over
financial reporting. The framework includes entity level policies,
process and operating level controls & policies. The entity level
policies include anti-fraud policies (like Code of Conduct, Insider
Trading Policy and Whistle Blower Policy) inter alia others.

The Internal Audit function of your Company has been
rendered by an independent Audit firm which develops an
Audit Plan based on the risk profile of the business activities.
The Internal Audit plan is approved by the Audit Committee,
which also reviews compliance of the plan. The Internal Auditor
monitors and evaluates the efficacy and adequacy of internal
control systems in the Company, its compliance with operating

systems, accounting procedures and policies at all locations of
the Company. Based on the report of internal auditor, process
owners undertake corrective action(s) in their respective
area(s) and thereby strengthen the controls. Significant audit
observations and corrective action(s) thereon are presented to
the Audit Committee. The Audit Committee reviews the reports
submitted by the Internal Auditor.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiary Company,
Associates and Joint Ventures.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
Annual Return in the prescribed format has been hosted on the
Company''s website ganeshconsumer.com

Particulars of Loans, Guarantees or Investments

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

Committees of the Board

As required under the Companies Act 2013 and the SEBI
Listing Regulations, the Company has constituted the following
statutory committees:

• Audit Committee.

• Nomination and Remuneration Committee.

• Stakeholders Relationship Committee.

• Risk Management Committee.

• Corporate Social Responsibility Committee

Details such as terms of reference, composition, attendance and
meetings held during the year under review for these committees
are disclosed in the Corporate Governance Report, which forms
part of this Annual Report.

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. The Company has in place a CSR Policy framed
in accordance with the requirements of Section 135 of the
Companies Act and Rules framed thereunder. The CSR Policy is
available on the website of your Company at ganeshconsumer.
com.The initiatives undertaken by your Company during the year
under review have been detailed in CSR Section of the Annual
Report. The Annual Report on CSR activities in accordance
with the Companies (Corporate Social Responsibility Policy)
Amendment Rules, 2021, forms part of the annual report and is
annexed herewith as Annexure II.

Related Party Transactions

All related party transactions that were entered into during the FY
ended March 31,2026 were at arm''s 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 quarterly/yearly 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. 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
31,2026. During the year under review, there were no material
related party transactions which required prior approval of the
Members. The Policy on Related Party Transactions is available
on your Company''s website at ganeshconsumer.com.

Details of significant and material orders passed by
the regulators or courts or tribunals impacting the
going concern status and Company’s operations
in future

There were no significant and material orders passed by the
Regulators / Courts / Tribunals impacting the going concern
status and company''s operations in future.

Material Changes and Commitment

No material changes and commitments affecting the financial
position of the Company occurred between the end of the
FY to which these financial statements relate and the date
of this Report.

CREDIT RATING

Your Company has obtained credit ratings for the credit facilities
availed by it and the Company''s financial discipline and
prudence is reflected in the strong credit ratings ascribed by
rating agencies.

As on the date of this report, the credit rating of the Company as
given by CARE Ratings Limited is as follows:

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

Conservation of Energy

As part of its commitment to energy conservation and
sustainable operations, the Company has installed roof top
Solar Photovoltaic (PV) Power Plants at its manufacturing units
located in West Bengal, namely Padmavati Unit (356 kWp),
Jalan Complex I (212 kWp) and Jalan Complex II (200 kWp),
and at its Agra Unit (500 kWp) in Uttar Pradesh. The solar
power systems generate clean and renewable energy, thereby
reducing dependence on conventional sources of electricity and
contributing to lower energy consumption costs. The initiative
has enabled the Company to increase the share of renewable

energy in its overall energy mix, reduce its carbon footprint, and
support its long-term sustainability objectives.

During the year, the solar plant supplied a portion of the Company''s
energy requirements, resulting in reduced carbon emissions and
supporting environmental sustainability initiatives. The adoption
of solar energy has enhanced energy efficiency, promoted the
use of renewable resources, and contributed to the Company''s
efforts toward responsible environmental stewardship.

The Company remains committed to increasing the use
of renewable energy and implementing additional energy
conservation measures to improve operational efficiency and
reduce its environmental impact.

Technology Absorption

Ganesh Consumer Products Limited (GCPL) continued its
digital transformation journey during the FY by strengthening
its technology landscape and enhancing operational efficiency
across the value chain. The Company remains committed to
leveraging modern technologies to improve business agility,
process standardization, data-driven decision-making, and
customer engagement.

SAP S/4HANA - Enterprise Digital Core

GCPL''s business processes are fully integrated and operational
on SAP S/4HANA, providing a unified digital platform for Finance,
Procurement, Manufacturing, Sales, Distribution, Inventory
Management, and Human Resources. The implementation has
enabled real-time visibility of business operations, strengthened
internal controls, improved process standardization, and
enhanced management reporting. The platform serves as the
Company''s digital backbone, facilitating faster decision-making
and operational excellence across all functions.

Warehouse Management System (WMS)

During the year, the Company strengthened its supply chain
operations through the implementation of a Warehouse
Management System (WMS) covering inbound logistics,
outbound dispatches, and inventory management. The solution
has improved inventory accuracy, warehouse productivity, stock
traceability and material movement visibility. The system has
also reduced manual intervention, improved order fulfillment
efficiency, and enhanced overall warehouse control, supporting
the Company''s growing business requirements.

BOTREE Sales Force Automation (SFA)

GCPL implemented the BOTREE Sales Force Automation
(SFA) solution to digitally empower its field sales operations.
The platform streamlines key sales processes, including beat
planning (PJP), outlet coverage, order booking, attendance
tracking, and real-time sales reporting. The implementation
has enhanced visibility into field activities, improved sales
productivity, and enabled data-driven decision-making through
timely and actionable insights.

B2B Retailer Application

The Company expanded its digital engagement with trade
partners through its B2B Retailer Application. The platform
enables retailers to place orders directly, view product
availability, track order status, and access relevant business
information through a convenient self-service interface. This
digital initiative has improved customer experience, increased
order processing efficiency, reduced dependency on manual
order collection, and strengthened retailer relationships across
the distribution network.

Foreign Exchange Earnings and Outgo

The Company does not have any foreign exchange earnings
during the year ended March 31, 2026. However, there is an
outgo of foreign exchange due to Capital Purchase.

Statutory Auditors and Auditors’ Report

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 i.e. from the FY 2022- 2023 to
2026-2027 at the Annual General Meeting of the Company held
on September 22, 2022, at such remuneration plus taxes, out
of pocket expenses, etc., as may be mutually agreed between
the Board of Directors of the Company and the auditor. For the
FY 2025-26, the Statutory Auditors'' Report does not contain any
qualifications, reservations, adverse remarks or disclaimers.
Further, no fraud has been reported by the Statutory Auditors
as specified under Section 143(12) of the Companies Act,
2013, for the year under review. The Statutory Auditors have
also expressed an unmodified opinion on the adequacy and
operating effectiveness of the Company''s internal financial
controls. The observations of the Statutory Auditor in its reports
on the financials are self-explanatory and therefore do not call
for any further comments.

Secretarial Auditors and Auditors’ Report

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s Prachi Bhartia (formerly Prachi Todi),
Practicing Company Secretaries to undertake the Secretarial
Audit of the Company for the year ended March 31,2026.

In terms of Section 204 of the Companies Act, 2013 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Secretarial Audit Report
given by the Secretarial Auditors in Form No. MR-3 is annexed
with this report as Annexure III. There are no qualifications,
reservations or adverse remarks made by Secretarial Auditors
in their Report.

A Secretarial Compliance Report for the FY ended March
31, 2026. on compliance of all applicable SEBI Regulations
and circulars/ guidelines issued thereunder, was obtained
from M/s Prachi Bhartia, Practicing Company Secretaries,
Secretarial Auditors.

As per Regulation 24A of the SEBI Listing Regulations, 2015
read with the provisions of Section 204 of the Companies

Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board
of Directors recommends the appointment of M/s Prachi Bhartia,
Practicing Company Secretaries, as the Secretarial Auditor
of your Company for a period of 5 (five) consecutive years
commencing from FY 2026-27 till FY 2030-31. An appropriate
resolution seeking approval of the members of the Company has
been included in the Notice convening the 26^th Annual General
Meeting of the Company.

Appointment of Internal Auditor

The Board of Directors based on the recommendation of Audit
Committee has approved the appointment of R. Rampuria &
Company, Chartered Accountants (Firm Regn. No: 325211E),
as the Internal Auditor of the Company for the FY 2025-26 at its
meeting held on March 30, 2026.

Corporate Governance

The Company continues to uphold robust standards of corporate
governance through transparent practices, sound management
systems and unwavering compliance with applicable laws and
regulations. Guided by strong ethical values, the Company
remains focused on responsible decision making, equitable
value creation and effective oversight, while fulfilling its social
and environmental responsibilities. This governance framework
supports sustainable growth and safeguards the long term
interests of all stakeholders. Parameters of statutory compliances
evidencing the standards expected from a listed entity have
been duly observed and a Report on Corporate Governance
as well as the Certificate from a Practicing Company Secretary
certifying compliance with the requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) forms part of the Annual Report and
annexed herewith as Annexure IV.

Compliance with Secretarial Standards

The Directors have devised proper systems and processes
for complying with the requirements of applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India (ICSI) and such systems were adequate and operating
effectively. Your Company has complied with the applicable
Secretarial Standards issued by The Institute of Company
Secretaries of India, as mandated under Section 118 of the Act
on Board and General Meetings.

Risk Management Policy

Your 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.
The Company has deployed both bottom-up and top-down
approaches to drive enterprise-wide Risk Management. The
Leadership team as well as the Risk Management Committee
identifies and assesses long-term, strategic and macro risks
for the Company. The Risk Management Committee oversees
the Risk Management process in the Company. The Risk

Management Committee is chaired by an Independent Director.
The Policy on Risk Management is available on your Company''s
website at ganeshconsumer.com.

Vigil Mechanism

The Company has established a robust Vigil Mechanism that
provides a secure and confidential channel for stakeholders,
including employees and their representative bodies, to report
concerns regarding unethical conduct, actual or suspected
fraud, violations of the Company''s Code of Conduct, or any other
improper practices. The Vigil Mechanism has been formulated in
accordance with the provisions of Section 177 of the Companies
Act, 2013 and Regulation 22 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
mechanism enables Directors and employees to report genuine
concerns and, where necessary, escalate matters to the Audit
Committee for appropriate review and action. The Company is
committed to upholding the highest standards of integrity, ethics,
transparency, and accountability in all its business activities. The
Vigil Mechanism ensures that concerns raised in good faith are
addressed in a fair and timely manner and provides adequate
safeguards against victimization, retaliation, or any adverse
action against individuals reporting concerns. The Policy on
Vigil Mechanism is available on the Company''s website at
ganeshconsumer.com. Further, no complaints were reported
under the Vigil Mechanism during the year. Further details of
the Vigil Mechanism are disclosed in the Corporate Governance
Report, which forms part of this Annual Report.

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

Your Company has zero tolerance for sexual harassment at
workplace and has adopted a policy viz., Policy on Prevention
of Sexual Harassment in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH Act). Your Company is also
in compliance with the provisions of the POSH Act, with respect
to the constitution of Internal Complaints Committee. Your
Company did not receive any complaint of sexual harassment
during the year under review. It also has a policy on Prevention
of Sexual Harassment of Women at Workplace, the same
is available on the Company''s website at ganeshconsumer.
com. To build awareness on this subject, the Company has

been conducting awareness sessions during induction of new
employees and also periodically for permanent employees.

Particulars of Employees and Related Disclosures

The disclosures required pursuant to Section 197 of the
Companies Act read with Rule 5 of Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 in respect

of employees of the Company is annexed as Annexure V.

The statement containing particulars of employees as required
under Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forming part of this Report,
is available on the Company''s website at ganeshconsumer.com.

Maternity Benefit

The Company affirms that it has duly complied with all provisions
of the Maternity Benefit Act, 1961, including any amendment
thereto, to the extent it is applicable. During the FY 2025-26,
there is no claim of Maternity Benefit.

Proceedings under Insolvency and Bankruptcy
Code, 2016

During the year under review, there were no proceedings that
were filed by the Company or against the Company, which
are pending under the Insolvency and Bankruptcy Code,
2016, as amended, before National Company Law Tribunal
or other Courts.

Valuation for one time settlement

There was no instance of one-time settlement with any bank or
financial institution.

Issue of equity shares with differential rights as to
dividend, voting or otherwise

During the FY, no issue of Equity Shares with differential rights
as to dividend, voting or financial institution took place.

Other Disclosure

The Government of India has brought into force the four Labour Codes,
namely the Code on Wages, 2019, Code on Social Security, 2020,
Industrial Relations Code, 2020 and Occupational Safety, Health
and Working Conditions Code, 2020, with effect from November
21,2025, replacing and consolidating various existing labour laws.

During the year under review, the Company assessed the
applicability and impact of the said Labour Codes on its
operations, employment practices and statutory compliance
framework. Based on such assessment, the Company initiated
necessary modifications to its wage structures, employee
benefits, employment documentation, industrial relations

processes, and occupational health and safety systems to align
with the requirements of the new regulatory framework.

The Company has also reviewed the financial implications
arising from the implementation of the Labour Codes and,
wherever considered necessary, made appropriate provisions
in its books of account. The Company continues to monitor
developments relating to the notification of rules, regulations
and other guidelines under the Labour Codes and remains
committed to ensuring ongoing compliance with all applicable
legal and regulatory requirements.

Investor Relations

During the year under review, industrial relations remained
harmonious at all our establishments and offices.

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.

For & on Behalf of the Board Directors of
Ganesh Consumer Products Limited

Sd/- Sd/-

Manish Mimani Madhu Mimani

Place: Kolkata Managing Director Director

Date: August 04, 2026 (DIN: 00824942) (DIN: 00825099)