Shree Ganesh Remedies Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Directors have pleasure in presenting 31^st Annual Report together with the Audited Financial Statements of the Company for
the Financial Year ended March 31,2026.

FINANCIAL RESULTS:

Notes:

1. Save and except as disclosed elsewhere in the Annual
Report 2025-26, there have been no material changes
or commitments affecting the financial position of the
Company that have occurred between the close of the
Financial Year ended March 31,2026 and the date of this
Board’s Report.

PERFORMANCE HIGHLIGHTS

Your Company has delivered yet another year of consistent
and profitable growth. During the year, your company has
earned total income of Y 10,928.58 Lakhs (Previous year
Y 10,859.65 Lakhs). Your Company continues to operate only
in one segment i.e., Bulk Drug Intermediates, further there is
no change in the nature of Business of the Company. After all
the financial adjustments, the company has earned a net profit
after tax of Y 1,777.33 Lakhs.

In accordance with Section 136 of the Companies Act, 2013,
the audited financial statements and every other document
referred therein are available on website of the Company

i.e.https://www.ganeshremedies.com/investors. These
documents are also available for inspection during working
hours at the registered office of your Company.

Any member interested in obtaining such document may write
to the Company Secretary and the same shall be furnished on
request.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013,
Regulation 33 of the Listing Regulations, and applicable
Accounting Standards, the Audited Consolidated Financial
Statements of the Company for the FY 2025-26, together with
the Auditors’ Report, form part of this Annual Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the
Company during the financial year under review. The overall
business profile and operational focus of the Company remain
unchanged from the previous financial year.

DIVIDEND

In view of the planned business growth, your directors deem
it proper to preserve the resources of the Company for its
activities and therefore, do not propose any dividend for the
Financial Year ended March 31,2026.

Unclaimed Dividend

As of March 31, 2026, an amount of f 0.38 Lakhs pertaining
to Unclaimed Dividend remains outstanding and is held in the
Company’s Unpaid Dividend Accounts in accordance with the
applicable provisions of the Act.

In line with the Company’s commitment to transparency and
to facilitate shareholders in claiming their unpaid dividends,
a statement containing the relevant details has been made
available on the Company’s Website atwww.ganeshremedies.
comunder the ‘Investors’ section. The statement includes
the names of the concerned Shareholders, their Depository
Participant (DP) IDs/Client IDs, number of Shares held, and the
corresponding Unclaimed Dividend Amounts. Shareholders
are encouraged to verify their details and initiate the necessary
steps to claim their outstanding dividends in a timely manner.

TRANSFER TO RESERVES

Your Company proposes to transfer the amount of profit i.e.
f 1777.33 Lakhs to the Reserve and Surplus Account.

DETAILS OF THE ASSOCIATES/JOINT VENTURE
/SUBSIDIARIES COMPANIES

As on March 31, 2026 your company had two wholly-owned
subsidiaries namely Kamalam Foundation and SGRL USA Inc.,
your company does not have any Associate or Joint Venture
Company.

During the year, the Board of Directors reviewed the
performance of the subsidiaries. Pursuant to the provisions of
Section 129, 134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations,
your Company has prepared consolidated financial statements
of the Company and a separate statement containing the
salient features of financial statement of subsidiaries, joint
ventures and associates in Form AOC-1, which forms part of
this Annual Report.

The annual financial statements and related detailed
information of the subsidiary companies shall be made
available to the shareholders of the holding and subsidiary
companies seeking such information on all working days
during business hours. The financial statements of the
subsidiary companies shall also be kept for inspection by
any shareholder during working hours at your Company’s
registered office and that of the respective subsidiary
companies concerned. In accordance with Section 136 of the
Act, the audited financial statements, including consolidated
financial statements and related information of your Company
and audited accounts of each of its subsidiaries, are available
on the website of your Company.

The Company has formulated policy for determining “Material
Subsidiaries”. The said policy can be accessed athttps://www.
ganeshremedies.com/policies-codes. As on March 31 2026,
your Company did not have any Material Subsidiary.

Pursuant to Section 134 of the Act read with rules made
thereunder, the details of developments at the level of
subsidiaries and joint ventures of your Company are covered
in the Management Discussion and Analysis Report, which
forms part of this Integrated Annual Report.

AUTHORISED SHARE CAPITAL AND PAID-UP
SHARE CAPITAL

During the financial year under review, there has been no
change in the Authorised Share Capital and Paid-Up Share
Capital of the Company. The breakup of Share Capital is
provided in Notes to Financial Statements for the Financial
Year ended March 31, 2026.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report prepared pursuant
to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of this Directors’ Report.

CORPORATE GOVERNANCE

Corporate Governance Report prepared pursuant to SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Directors’ Report.

SECRETARIAL STANDARDS

During the year under review, your Company has complied
with the applicable provisions of Secretarial Standard-1 and
Secretarial Standard-2 issued by the Institute of Company
Secretaries of India.

VIGIL MECHANISM

Your Company promotes ethical behavior in all its business
activities and has put in place a mechanism for reporting illegal
or unethical behavior. The Company has a Vigil mechanism
and Whistle blower policy under which the employees are free
to report violations of applicable laws and regulations and the
Code of Conduct. Employees may also report to the Chairman
of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee. Whistle
blower policy of the Company has been uploaded on the
website of the Company and can be accessed athttps://www.
ganeshremedies.com/policies-codes.

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

Pursuant to the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Company
has adopted (1) Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (“Fair
Disclosure Code”) incorporating a policy for determination of
“Legitimate Purposes” as per Regulation 8 and Schedule A
to the said regulations and (2) “Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons” as per
Regulation 9 and Schedule B to the said regulations.

DEPOSITS

Your Company has not accepted any amount as Public Deposits
within the meaning of provisions of Chapter V - Acceptance of
Deposits by Companies of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE

Your Company has taken appropriate insurance for all assets
against foreseeable perils.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The particulars of Investments, Guarantees, etc. made by the
Company during the financial year under review, which are
covered under the provisions of Section 186 of the Act, are
disclosed in the relevant Notes to the Financial Statements for
the Financial Year ended March 31,2026.

All such transactions have been undertaken in compliance
with the applicable statutory provisions, and within the limits
approved by the Board and/or Shareholders of the Company.

MERGERS AND ACQUISITIONS

During the financial year under review, the Company did
not undertake any mergers, amalgamations, acquisitions,
takeovers, or restructuring transactions. There were no
strategic investments resulting in acquisition of control,
business transfers, or consolidation of entities.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

In accordance with the provisions of Section 135 of the
Companies Act, 2013 and the rules made thereunder, your
Company has constituted Corporate Social Responsibility
Committee of Directors. The role of the Committee is to
formulate an annual action plan in pursuance of the CSR policy
and review CSR activities of the Company periodically and
recommend to the Board the amount of expenditure to be
spent on CSR annually. CSR policy of the Company, inter alia,
provides for CSR vision of the Company including proposed
CSR activities and its implementation, monitoring and reporting
framework.

Projects approved by the board are disclosed on the website
of the companyhttps://www.ganeshremedies.com/policies-
codes.

During the year under review, your Company has spent
Y 60.30 Lacs i.e., more than 2% of average net profit of last
three financial years on CSR activities as per applicable
statutory provisions.

Annual Report on CSR activities carried out by the Company
during FY 2025-2026 is enclosed as Annexure-A to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and
based on the information and explanations received from the
Company, confirm that:

a) in the preparation of the annual financial statements, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

b) such accounting policies have been selected and applied
consistently and judgement and estimates have been
made that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company as
at 31^st March, 2026 and of the profit of the Company for
the year ended on that date;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a
going concern basis;

e) proper internal financial controls were in place and that
the financial controls were adequate and were operating
effectively;

f) proper systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate
and operating effectively.

AUDITORS
Statutory Auditors

In accordance with the provisions of section 139 of the
Companies Act 2013 and the rules made thereunder
M/s. Chaudhary Shah & Associates LLP, Chartered Accountants,
the Statutory Auditors of the company were appointed in the
Annual General Meeting (“AGM”) held on September 30, 2024
to hold office from conclusion of 29^th AGM till the conclusion of
the 34^th AGM of the Company to be held in the year 2029. The
Auditors have further confirmed that they are not disqualified
from continuing as Auditors of your Company.

The Notes on financial statement referred to in the Auditors’
Report are self-explanatory and do not call for any further
comments. The Auditors’ Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014, your
Company has maintained the accounts and cost records, as
specified by the Central Government. Such cost accounts and
records are subject to audit by M/s M. I. Prajapati & Associates,
Cost Auditors of the Company for FY 2025-26.

The Board has appointed M/s. M.I. Prajapati & Associates, Cost
Accountants as Cost Auditors of your Company for conducting
cost audit for FY 2026-27. A resolution seeking approval of
the shareholders for ratifying the remuneration payable to the
Cost Auditors for FY 2026-27 is provided in the Notice of the
ensuing AGM.

Cost Audit Report for the Financial year 2025-26 will be
submitted to the Central Government in due course.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and Regulation 24A
of SEBI Listing Regulations, Ms. Prachi Bansal of M/s. Prachi
Bansal and Associates, Practicing Company Secretaries were
appointed as a Secretarial Auditor to undertake the Secretarial

Audit of your Company for the term of five consecutive financial
years from FY 2025-26 till FY 2029-30.

M/s. Prachi Bansal and Associates has confirmed that they are
not disqualified to be appointed as a Secretarial Auditor and is
eligible to hold office as Secretarial Auditor of your Company.

The Secretarial Audit Report for FY 2025-26 is enclosed as
Annexure-B to this report. The remarks mentioned in the
Auditors’ Report, if any are self-explanatory.

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.

Frauds Reported by Auditors

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 Company’s effective
internal controls, adherence to good governance and reflects
the strength of the Company’s governance framework, internal
controls, and commitment to ethical business practices.

RISK MANAGEMENT AND INTERNAL CONTROL
SYSTEM

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.

SIGNIFICANT AND MATERIAL ORDERS

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

BOARD EVALUATION

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 Board’s 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 Director''s
was done by the entire Board, excluding the Independent
Directors being evaluated.

RELATED PARTIES TRANSACTIONS

All related party transactions entered into during the financial
year were on an arm’s 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
Board''s 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 Company''s website
athttps://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.

MEETINGS OF THE BOARD

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.

BOARD OF DIRECTORS

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.

Independent Director Declaration

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.

Declaration for non-disqualification

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.

POLICY ON APPOINTMENT AND
REMUNERATION OF DIRECTORS

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 athttps://
www.ganeshremedies.com/policies-codes.

ANNUAL RETURN

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 Company’s website
at https://www.ganeshremedies.com/financial-performance-

presentation.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

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 Company’s website athttps://
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 Company’s workplaces
during the year.

COMPLIANCE UNDER THE MATERNITY BENEFIT
ACT, 1961

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.

SIGNIFICANT OR MATERIAL ORDERS PASSED
BY THE AUTHORITY

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.

PARTICULARS OF EMPLOYEES

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.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

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.

ENVIRONMENT, HEALTH AND SAFETY
Environment

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

Health and safety remain a priority for Company’s
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.

INDUSTRIAL RELATIONS

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.

DETAILS OF NODAL OFFICER

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: [email protected]
Contact No.: 91-7574-976076

OTHER DISCLOSURES AND INFORMATION
Secretarial Standards

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.

Annual Listing Fee

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

No One Time Settlement

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

ACKNOWLEDGMENTS

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.

On behalf of the Board of Directors
For Shree Ganesh Remedies Limited

Sd/- Sd/-

Parth Chandulal Kothia Chandulal Manubhai Kothia

Date: August 12, 2026 Whole-time Director and CFO Managing Director

Place: Ankleshwar DIN: 08830608 DIN: 00652806

Your directors have pleasure in presenting the 30^th Annual Report of your Company together with the Audited Financial Statements for the year ended on 31^st March, 2025.

FINANCIAL PERFORMANCE

PERFORMANCE HIGHLIGHTS

Your Company has delivered yet another year of consistent and profitable growth. During the year, your Company has earned total income of Y 10,859.65 Lakhs (Previous year Y 12,589.54 Lakhs). Your Company continues to operate only in one segment i.e., Bulk Drug Intermediates, further there is no change in the nature of Business of the Company. After all the financial adjustments, the Company has earned a net profit after tax of Y 2,309.81 Lakhs.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and every other document referred therein are available on website of the Company i.e. www.ganeshremedies. com. These documents are also available for inspection during working hours at the registered office of your Company.

Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013, Regulation 33 of the Listing Regulations, and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2024-25, together with the Auditors’ Report, form part of this Annual Report.

DIVIDEND

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2025.

TRANSFER TO RESERVES

Your Company proposes to transfer the amount of profit i.e. Y 2,309.81 Lakhs to the Reserve and Surplus Account.

DETAILS OF THE ASSOCIATES/JOINT VENTURE/SUBSIDIARIES COMPANIES

As on March 31, 2025 your Company had two wholly-owned subsidiaries namely Kamalam Foundation and SGRL USA Inc., your Company does not have any Associate or Joint Venture Company.

During the year, the Board of Directors reviewed the performance of the subsidiaries. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company’s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company.

The Company has formulated policy for determining "Material Subsidiaries”. The said policy can be accessed at www.ganeshremedies.com/financial-performance-presentation, As on March 31 2025, your Company did not have any Material Subsidiary.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

SHARE CAPITAL

The Authorized Share Capital of the Company stood at Y 15,00,00,000/- divided into 1,40,00,000 equity shares of Y 10/- each and 10,00,000 Preference Shares of Y 10/- each and the Subscribed and Paid-up Share Capital of the Company stood at Y 12,83,76,200 divided into 1,28,37,620 equity shares of Y 10/- each.

FORFEITURE OF EQUITY SHARES

The Board of the Company at its meeting held on September 28, 2024 approved the forfeiture of 9,578 partly paid-up equity Shares of Face value of Y 10/-each on which First and Final Call money remains unpaid from the concerned shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors’ Report.

CORPORATE GOVERNANCE

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors’ Report.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

VIGIL MECHANISM

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at https://www. ganeshremedies.com/investors

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

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code”) incorporating a policy for determination of "Legitimate Purposes” as per Regulation 8 and Schedule A to the said regulations and (2) "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” as per Regulation 9 and Schedule B to the said regulations.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to formulate annual action plan in pursuance of CSR policy and review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. CSR policy of the Company, inter alia, provides for CSR vision of the Company including proposed CSR activities and its implementation, monitoring and reporting framework.

Projects approved by the board are disclosed on the website of the Company, During the year under review, your Company has spent R 51.38 Lakhs i.e., more than 2% of average net profit of last three financial years on CSR activities as per applicable statutory provisions.

Annual Report on CSR activities carried out by the Company during FY 24-25 is enclosed as Annexure-A to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a) in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act 2013 and the rules made thereunder M/s. Chaudhary Shah & Associates LLP, Chartered Accountants, the Statutory Auditors of the Company were appointed in the Annual General Meeting ("AGM”) held on September 30, 2024 to hold office from conclusion of 29^th AGM till the conclusion of the 34^th AGM of the Company to be held in the year 2029. The Auditors have further confirmed that they are not disqualified from continuing as Auditors of your Company.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and reenactments thereof), your Company has maintained cost records in respect of its business activities and the same is required to be audited.

Your directors have, on the recommendation of the Audit Committee, appointed M/s M. I. Prajapati & Associates, Cost Accountants to audit the cost accounts of your Company for the financial year 202526. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members’ ratification for the remuneration payable to M/s M. I. Prajapati & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the Financial year 2024-25 will be submitted to the Central Government in due course.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Prachi Bansal of M/s. Prachi Bansal and Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2024-25. Secretarial Audit Report for FY 2024-25 is enclosed as Annexure-B to this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to approval of members being sought as the ensuing AGM, Ms. Prachi Bansal of M/s. Prachi Bansal and Associates, Practicing Company Secretaries has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the term of five consecutive financial years from FY 2025-26 till FY 2029-30.

M/s. Prachi Bansal and Associates has confirmed that they are not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.

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 was

appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2024-2025.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

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.

SIGNIFICANT AND MATERIAL ORDERS

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

BOARD EVALUATION

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 Board’s 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 Director''s was done by the entire Board, excluding the Independent Directors being evaluated.

RELATED PARTIES TRANSACTIONS

All related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

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 is uploaded on the Company’s website and the same can be accessed at www.ganeshremedies. com/investors the details of the transactions with Related Party are provided in the accompanying financial statements.

MEETINGS OF THE BOARD

The Board of Directors met 9 (Nine) 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.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Parth Chandulal Kothia is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review no changes took place in the Directors and KMP of the Company. However, after the closure of Financial year on recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on August 08, 2025 approved the appointment of Ms. Shruti Sohane as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. August 08, 2025, who shall hold office upto the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160 of the Companies Act, 2013 from a member proposing her appointment as Director. She is proposed to be appointed as an Independent Director for a period of five years i.e., to hold office upto August 07, 2025. The Board of Directors proposes to regularize her appointment by way of passing special resolution.

work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

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.

PARTICULARS OF EMPLOYEES

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 [email protected]

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

ACKNOWLEDGMENTS

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.

Your directors have pleasure in presenting the 29^th Annual Report of your Company together with the Audited Financial Statements for the year ended on 31^st March, 2024.

Financial Performance

The summarized financial performance highlights are as mentioned below:

Note:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

PERFORMANCE HIGHLIGHTS

Your Company has delivered yet another year of consistent and profitable growth. During the year, your company has earned total income of Rs. 12,589.54 Lakhs (Previous year Rs. 9,135.76 Lakhs). Your Company continues to operate only in one segment i.e., Bulk Drug Intermediates, further there is no change in the nature of Business of the Company. After all the financial adjustments, the company has earned a net profit after tax of Rs. 2,811.77 Lakhs.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and every other document referred therein are available on website of the Company i.e.

www.ganeshremedies.com These documents are also available for inspection during working hours at the registered office of your Company.

Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013 and Regulation 33 of the Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2023-24, together with the Auditors'' Report, form part of this Annual Report.

DIVIDEND

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2024.

TRANSFER TO RESERVES

Your Company proposes to transfer the amount of profit i.e., Rs. 2,811.77 Lakhs to the Reserve and Surplus Account.

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMPANIES

As on March 31, 2024 your company had two wholly owned subsidiaries namely Kamalam Foundation (a Section 8 Company) and SGRL USA Inc. Your company does not have any associate or Joint Venture Company. During the year, the Board of Directors reviewed the performance of the subsidiaries.

The statement containing salient features of the financial statement of each Subsidiary Company including contribution of each subsidiary to the overall performance of the Company and in terms of the revenue and profit in the prescribed format Form AOC-1 as per Companies (Accounts) Rules, 2014 is attached to the financial statements of the Company.

RIGHTS ISSUE OF EQUITY SHARES

The Company had issued 8,40,471 equity shares of face value of Rs. 10/- each on right basis (‘Rights Equity Shares''). In accordance with the terms of Rights Issue Rs. 135/- i.e. 60% of the Issue Price per Right Equity Share was received from the applicants on application and partly paid equity shares were allotted on February 28, 2023.

The Right''s Issue Committee of the Board of Directors made the ‘First and Final call'' of Rs. 90/- per Rights Equity Share on January 25, 2024. As on March 16, 2024 the Rights Issue Committee has approved the conversion of 8,30,893 partly-paid up shares upon receipt of an amount of Rs. 747.80 lakhs towards ‘First and Final call''. The call money on 9,578 shares remains unpaid. The equity shares so converted rank pari passu with the existing equity shares of the Company.

Consequently, the Authorized Share Capital of the Company stood at Rs. 15,00,00,000/- divided into 1,40,00,000 equity shares of Rs. 10/- each and 10,00,000 Preference Shares of Rs. 10/- each and the Subscribed and Paid-up Share Capital of the Company stood at Rs. 12,84,33,668 divided into 1,28,37,620 equity shares of Rs. 10/- each and 9,578 equity shares of Rs. 10/- each (Rs. 6/- paid up).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors'' Report.

CORPORATE GOVERNANCE

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

During the year under review, your company has complied with the applicable Secretarial Standards. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has provided loans and has made investments, however has not given any corporate guarantee or provided any security to any other body corporate, subsidiary, associate or any other company.

The particulars of loans and investments made during the year under review are disclosed in the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors and framed a CSR Policy. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually.

Annual Report on CSR activities carried out by the Company during FY 2023-24 is enclosed as Annexure - A to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a) in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS Statutory Auditors

Bansi S. Mehta & Co., Chartered Accountants (FRN: 100991W), were appointed as the Statutory Auditors of the Company for the term of 5 (five) consecutive years to hold office from the conclusion of 28^th AGM till the conclusion of 33^rd Annual General Meeting of the Company. However after the closure of financial year Bansi S. Mehta & Co., Chartered Accountants (FRN: 100991W), vide their letter dated August 14, 2024 have resigned from the position of Statutory Auditors of the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013, Further, the Board of Directors at its meeting held on August 30, 2024, as per the recommendation of the Audit Committee and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, have appointed M/s. Chaudhary Shah & Associates LLP, Chartered Accountants, (Firm Registration No. 006212C/W100789), to hold office as the Statutory Auditors of the Company till the conclusion of this 29^th AGM and have also recommended their appointment for the further period of 5 years from conclusion of 29^th AGM till the conclusion of the 34^th AGM of the Company to be held in the year 2029.

The Auditors'' Report does not contain qualification remark and the Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s. Prachi Bansal and Associates, Practicing Company Secretary, Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - B.

The Secretarial Audit Report of your company does not contain any qualification remark and the statements referred to in the Report are self-explanatory and do not call for any further comments.

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 was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2023-2024.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

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.

SIGNIFICANT AND MATERIAL ORDERS

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

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committee & 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 Director''s was done by the entire Board, excluding the Independent Directors being evaluated.

RELATED PARTIES TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

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 is uploaded on the Company''s website and the same can be accessed at www.ganeshremedies.com/investors the details of the transactions with Related Party are provided in the accompanying financial statements.

MEETINGS OF THE BOARD

The Board of Directors met 9 (Nine) 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.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Gunjan Chandulal Kothia is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Jayesh Kishanlal Savjani and Ms. Vaishaliben Vadodariya, Independent Directors of the Company have resigned from the directorship of the Company w.e.f. November 10, 2023.

At the 28^th Annual General Meeting held on September 18, 2023, the members have approved appointment of following Directors:

• Mr. Maulikkumar Sudani (DIN 06464415) as an Independent Director for a term of five years w.e.f July 31, 2023.

• Ms. Parulben Sahani (DIN 10198882) as an Independent Director for a term of five years w.e.f July 31, 2023.

The requisite particulars in respect of Directors seeking re-appointment are given in Notice convening the Annual General Meeting.

The 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 Companies Act, 2013 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 Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year under review, there were following changes in the Key Managerial Personnel of the Company

• Mr. Sunnykumar Narwani, Company Secretary and Compliance officer of the Company has resigned w.e.f. March 15, 2024 and pursuant to the provisions of section 203 of the Companies Act, 2013 and applicable provisions of listing regulations, the Company has appointed Mr. Aditya Patel as Company Secretary and Compliance officer of the Company w.e.f. March 15, 2024.

REPORTING OF FRAUD:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

ANNUAL RETURN

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, 2024 is available on the Company''s website at www.ganeshremedies.com.

VIGIL MECHANISM

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at Whistle Blower Policy

PARTICULARS OF EMPLOYEES

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 [email protected]

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide a safe and conducive work environment to its employees.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

ACKNOWLEDGMENTS:

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.

To, The Members, Shree Ganesh Remedies Ltd. Dear Shareholders,

The Directors have pleasure in presenting TWENTY THIRD ANNUAL REPORT alongwith Audited Statement of Accounts of the Company for the year ended 31st March, 2018. '' in Lacs)

Operational Overview

Your Company delivered yet another year of consistent and profitable growth. During the year the company has earned total income of Rs. 27,26,12,194.32/- (Previous year Rs.19,85,87,534). The Company continues to operate only in one segment i.e. pharmaceuticals intermediates and there is no change in the nature of Business of the Company. After all the financial adjustments, the company has earned a net profit after tax of Rs..4,68,73,336.67/- (Four Crore Sixty Eight Lacs Seventy Three Thousand Three Hundred Thirty Six Only).

Your Company is in process of acquisition of a Plot in GIDC to expand its production capacity. This acquisition is very strategic and will lead the Company to greater heights of production Capacity.

Launch Of New Products

Your company is keen on developing and manufacturing new products. For this, your company has already applied for for environment clearance to the respective departments.

Dividend

Your Directors have recommended a Final Dividend of Rs..1 (i.e. 10%) per equity share for the financial year ended 31st March, 2018 subject to approval of members in the ensuing Annual General Meeting. The final dividend will absorb Rs.1,08,48,594/- including Dividend Distribution Tax of Rs.18,77,238/-.during the year under review.

Reserves

The amount of profit of Rs.4,68,73,336.67/- is transferred to the Reserve and Surplus Account

Review Of Business Operations And Future Prospects

The company has accumulated profits at the end of the Financial Year. In order to improve the performance further, the Company continues its focus on cost efficiencies, improving product quality and developing capabilities for servicing the stringent requirements of customers.

Your Company has boosted its sales and thus the profitability by increasing the production capacity by installing new machines for forward and backward integration. This has helped us to tap the big names in the industry and there after building up our customer range. Our focus is on optimal utilization of resources, less cost and more profit.

Details Of The Associates/ Joint Venture / Subsidiaries Companies

The company does not have holding or subsidiary companies during the year and no other company has become holding / subsidiary/ joint venture.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company and its future operation.

Share Capital Structure

The Issued, Subscribed and Paid-up equity share capital as on 31st March, 2018 was Rs. 8,97,13,560 divided into 89,71,356 shares of Rs.10/- each. There were following Allotments made during the year. During the year under review the Company has made the Bonus Issue of the 54,96,130 Equity Shares and 23,76,000 shares were allotted pursuant to Initial Public Offer.

Meetings Of The Board

The Board met seven 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.

Public Deposit

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

Regulatory Statement

In conformity with provision of Regulation 34of SEBI (LODR), Regulations 2015, the required disclosures for the year ended 31.03.2018 are annexed hereto. The equity shares of the Company are listed on the BSE Ltd on SME platform.

Declaration By Independent Directors

The Company has received necessary declarations from each Independent Director of the Company confirming that he/she met with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure.

Board Evaluation

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committee & Individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as the Board Composition and structures, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of 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, 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, taking into account the views of the Executive Directors and Non-Executive Directors. 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 Director''s was done by the entire Board, excluding the Independent Directors being evaluated.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and Foreign Exchange earnings / outgo are separately provided in the annexure to the Directors'' Report as Annexure - 1.

Dematerialisation Of Securities

Your Company''s Equity shares are admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent M/s Big share Services Pvt. Ltd. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE414Y01015. Total Share dematerialized up to 31st March 2018 were 85,33,998 which constitute 95.12% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

Health, Safety And Environment

Safety and occupational health responsibilities are integral to your Company''s business process. Safety is a key performance indicator and your Company is committed to ensuring zero harm to its employees, to any person in the Company premises and to the community. The Company is continuously focusing on improved training, new initiatives and communications enhancing safety in the work place. Apart from safety initiatives, your Company is also focusing on environment protection policy.

The Company has obtained necessary approvals from concerned Government Department / Pollution Control Board.

Directors Retiring By Rotation

Mr. Hasmukh Manubhai Kothia shall retire by rotation at the ensuing Annual General Meeting as per provisions of Law. He is eligible for reappointment and has offered himself for directorship of the company. Your directors recommend for his reappointment.

Change Of Directors

Mr. Priyam Surendra Shah (DIN: 06858411) and Vaishaliben Kanjibhai Vadodariya (DIN: 08061214) were appointed as Additional Independent Director of the Company to hold office upto the date of ensuing Annual General Meeting.

Your Company has received notices from shareholders proposing the candidature of Mr. Priyam Surendra Shah (DIN: 06858411) and Vaishaliben Kanjibhai Vadodariya (DIN: 08061214) for appointment as Director at the ensuing Annual General Meeting.

During the year under review Mr. Jayesh Kishanlal Savjani was appointed as Director of the Company and Mr. Surendra N. Shah and Ms. Pooja Chandrakant Koladiya had resigned during the year.

Director''s Responsibility Statement

Pursuant to the requirement under section 134(3)(C)of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1 In the preparation of the annual accounts for the financial year ended 31st March 2018 as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

2 The Directors have 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 profit and loss account of the Company for that period;

3 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;

4 The Directors have prepared the annual accounts on a going concern basis; anc

⁵ The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively

6 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.

Appointment Of Directors And Criteria For Determining Qualifications, Positive Attributes, Independence Of A Director

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of your Company. The NRC reviews and meets potential candidates, prior to recommending their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee. The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the SEBI Listing Regulations, 2015 as stated under:

Independence: A Director will be considered as an ''Independent Director'' if he / she meets with the criteria for ''Independence'' as laid down in the Act, Regulation 16 of the SEBI Listing Regulations and the Governance Guidelines.

Competency: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board comprises a mix of members with different educational qualifications, knowledge and who possess adequate experience in banking and finance, accounting and taxation, economics, legal and regulatory matters, consumer industry, hospitality sector and other disciplines related to the company''s businesses.

Additional Positive Attributes:

^(a) The Directors should not have any other pecuniary relationship with your Company, its subsidiaries, associates or joint ventures and the Company''s promoters, except as provided under law.

^(b) The Directors should maintain an arm''s length relationship between themselves and the employees of the Company, as also with the directors and employees of its subsidiaries, associates, joint ventures, promoters and stakeholders for whom the relationship with these entities is material.

(c) The Directors should not be the subject of proved allegations of illegal or unethical behavior, in their private or professional lives.

(d) The Directors should have the ability to devote sufficient time to the affairs of your Company.

Remuneration Policy

Your Company had adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and the SEBI Listing Regulations.

The key principles governing your Company''s Remuneration Policy are as follows:

Remuneration to Managing Director / Whole-time Directors

(_a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

(b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole time Directors.

Remuneration to Non- Executive / Independent Directors

(a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

(b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

^(c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

(d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

(i) The Services are rendered by such Director in his capacity as the professional; and

(ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

Remuneration to Key Managerial Personnel, Senior Management and other employees

The remuneration to Key Managerial Personnel, Senior Management and other employee shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company''s Policy

Particulars Of Employees

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 - 2 to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2017-18.

Details Of Related Parties Transactions Pursuant To Section 188(1) Of The Companies Act, 2013

The Company is not entering into related parties transactions for sale/purchase of goods or services at preferential prices. However, all the transactions in the nature of sales/purchase of goods or services are made on arm''s length basis. The same were reported to the Board at every meeting and Board took a note of the same and approved. Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given as per requirements of AS 18.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 information pertaining to related parties are given in Form AOC-2below Annexure - 3.

Details Of Loans, Guarantees And Investments U/S 186 Of The Companies Act, 2013

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.

Auditors

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s Dipali Kapadia &Associates., Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2017-18. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - 4. The remark of secretarial auditor is self explanatory in nature.

Statutory Auditors

The Board of Directors recommends appointment of M/s. Rushik J Patel & Co., Chartered Accountants (Firm Registration No: 135751W) as Statutory Auditors of the Company in place M/s. S RM B & Co, Chartered Accountants, who has tendered the letter of unwillingness to continue as the Statutory Auditor of the Company. The Board of Directors of the Company at its meeting held on August 24, 2018 have appointed M/s. S R M B & Co. Chartered Accountants (Firm Registration No: 141679W) as Statutory Auditors of the Company, subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 23rd Annual General Meeting till the conclusion of 27th Annual General Meeting.

The Board recommends to the members of the Company approval of appointment M/s. Rushik J Patel & Co., Chartered Accountants (Firm Registration No: 135751W) as the Statutory Auditors of the Company. Your Company has received a letter from M/s. Rushik J Patel & Co., Chartered Accountants (Firm Registration No: 135751W) to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

The Auditors'' Report does not contain any qualification, reservation or adverse remark

Extract Of Annual Return

In compliance with Section 134(3)(a) of the Act, an extract of Annual Return in the prescribed format is appended to this report as Annexure - 5.

Management Discussion And Analysis Report

Management discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained separately Annexure - 6.

Corporate Governance

As required by the SEBI Listing Regulations the report on Corporate Governance as well as the Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report. All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under the Listing Regulations. The abovementioned Corporate Governance Report is annexed to this Report as Annexure —7.

Insurance

The Fixed Assets and Stocks of your Company are adequately insured.

Significant And Material Orders

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

Internal Control System

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

The focus of these reviews is as follows:

a Identify weaknesses and areas of improvement

b Compliance with defined policies and processes

c Safeguarding of tangible and intangible assets

d Management of business and operational risks

e Management of business and operational risks

f Compliance with applicable statutes

Risk Management

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.

Corporate Social Responsibility (CSR) Initiatives

The net profit for the year ended 31st March 2018 does not exceeds Rupees Five Crores. Therefore, Section 135 of the Companies Act, 2013 does not apply.

Material Changes And Commitments

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

Green Initiative

As the Act permits paperless compliances and as a measure of green initiative, we appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

Appreciation

Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from Government Authorities, Financial Institutions, Banks and all stake holders during the year. Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. Directors would also like to acknowledge continued patronage extended by Company''s shareholders in its entire endeavor.

On Behalf Of The Board Of Directors

For, Shree Ganesh Remedies Limited

Director -Sd/- Place: Ankleshwar

Director -Sd/- 24th August 2018