Your directors have pleasure in presenting the 37th Annual Report of the Company together with the Consolidated and Standalone Audited Financial Statements of the Company for the year ended March 31,2024.

1. Financial Results

A summary of the Company's financial performance during the year ended on March 31, 2024 compared to the previous financial year is summarized below:

(' in Million)

2. Financial Performance Review Company Standalone

On standalone basis, the total income for FY 2023-24 was ' 2267.15 million as against ' 1926.92 million in the previous FY 2022-23 with an increase of 18% YoY. The standalone income of the company increased due to the addition of the 17 new tanks constructed on the new Plot allotted at JNPT in year 2022, for storing and handling specialty chemicals such as acetone, Dilute Nitric Acid etc.

Under the Chemical division, the company generates income mainly through the Job work transactions for the wholly owned subsidiary company, as substantial sale and purchase transactions are handled in wholly owned subsidiary GBL Chemical Limited to streamline our operations, enhance decision-making agility, and maximize overall value for our shareholders. This is not having an impact on the financials of the Company on consolidated basis.

During the year, Standalone Profit after current tax for the year is ' 606.25 million as against ' 509.36 million for the previous year ended on March 31, 2023 with an increase of 19% YoY.

Group Consolidated

On consolidated basis, the overall performance of the company was good. During the year the total income of the company for FY 2023-24 was ' 4770.77 million as against ' 4208.48 million during the previous FY 2022-23, with an increase of 18% YoY. Correspondingly Net Profit after tax (PAT) on consolidated basis for FY 2023-24 amounted to

' 614.41 million as against ' 550.79 million during the FY 2022-23 with an increase of 11% YoY.

The Networth of the Company on standalone basis is ' 4994.79 million for the financial year 2023-24 as compared to ' 3548.18 million for the financial year 2022-23. On consolidate basis the networth of company is ' 5069.98 for the financial year 2023-24 as compared to ' 3616.57 million for the financial year 2022-23.

. Future Outlook

With the growing oil and chemicals demand in India and increase in the movement of oil, chemicals and petrochemicals, there is therefore a huge potential for the expansion of pipelines, transportation and infrastructure and the Company will get good business opportunities in the coming years also, both in the LST Segment and EPC business. The medium and long-term outlook for the company remains positive.

New Project and Expansion

In the FY 2023-24, the Company entered into a Joint Venture and Share Subscription agreement (SSA) on November 30, 2023 with BW Confidence Enterprise Pvt Ltd. (BWC) to develop and operate a new LPG onshore import terminal at Jawaharlal Nehru Port Association (JNPA) Port in Navi Mumbai, India. This proposed terminal will be a state-of-the-art LPG terminal and will be capable of fully offloading the latest fourth generation Very Large Gas Carriers (93,000 cbm) in a single discharge operation. and will also have the potential to connect to the Uran Chakan cross-country pipeline to ensure competitive and efficient supply of LPG for the Indian hinterlands market.

The estimated timeline for the project is 2 years from statutory approvals required for commencement of Project. Construction work on the terminal will commence in 2024-25 and is expected to be fully operational in 2026-27.

4. Financial Statements

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time.

The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024. The Notes to the Financial Statements forms an integral part of this Report.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared as per the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and notified under Section 133 of the Companies Act, 2013 read with the rules made thereunder. The said Consolidated Financial Statements form part of this Annual Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries is given in Form AOC-1 which forms an integral part of this Report and is annexed as Annexure-I to the Director's Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements and separate audited financial statements in respect of subsidiaries are available on the website of the Company at www. ganeshbenzoplast.com.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1) (c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company's website at www.ganeshbenzoplast.com.

5. Subsidiaries & Associates

Wholly-Owned Subsidiary Companies

As on March 31,2024 the Company has five wholly owned subsidiary Companies-

GBl Chemical Limited is wholly owned subsidiary and is in chemical business, the company handles all sale and

purchase transactions of Chemical Business of Holding Company as per the arrangement approved in the 34^th AGM of GBL.

GBL Infra Engg Services Private Ltd, is wholly owned subsidiary and is in EPC business, the company has certain independent contracts for fabrication of tanks and construction of pipelines.

GBL LPG Private Limited, the wholly owned subsidiary commenced its business activities as procurement agency, mainly for holding company.

GBL Clean Energy Private Limited is a wholly owned subsidiary deals in clean energy fuels. GBL Clean Energy, started it's operations during the year and purchased electric vehicles to operate on dry Lease basis. The Company is getting a fixed Lease rent every month for this.

Infinity Confidence LPG Private Limited was incorporated on March 06, 2023 for the LPG business, the company is yet to commence the business.

During the year, no company has ceased to be a subsidiary of the company.

Subsidiary Company

The Company has a material Subsidiary namely Infrastructure Logistic Systems Limited (formerly known as Stolt Rail Logistic Systems Ltd) and is engaged in business of Rail logistic and provides end to end bulk liquid storage and transportation facilities, and it has a business synergy with operations of GBL. GBL holds 86.52% stake in Infrastructure Logistic Systems Limited (ILSL).

Associates

Bluebrahma Clean Energy Solutions Private Limited is the associate company of GBL with holding of 26% equity investment, through its wholly owned subsidiary GBL Clean Energy Private Limited.

There has been no change in the class and nature of the business of the Company, wholly owned subsidiary and its subsidiary/associate Companies.

Joint Venture

GBC LPG Private Limited is a 50:50 Joint venture between GBL LPG Private Limited which is wholly owned subsidiary of Ganesh Benzoplast Limited (GBL) and BW confidence Enterprise Pvt Ltd. (BWC) an Indian Company for construction and operations of an LPG storage terminal at JNPA capable of handling very Large Gas Carrier(s).

GC Port Infra Private Limited is also a Joint venture company incorporated on October 30, 2023 with a equity investment of 50%. The company is yet to commence its business.

6. Dividend

With a view to conserve resources for the upcoming expansion of business, your directors have thought it prudent not to recommend dividend for the financial year under review.

7. State of Affairs

The Company is engaged in the Liquid Storage Business and Chemical Manufacturing. There has been no change in the business of the Company during the financial year ended March 31,2024.

8. Transfer to Reserve

For the Financial year March 31, 2024, the Company had not transferred any sum to reserves. Therefore, your Company proposes to transfer the entire amount of profit to profit and loss accounts of the Company.

9. Public Deposits

The company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder during the year under review. As on March 31, 2024, there were no deposits lying unpaid or unclaimed.

10. Share Capital

As on March 31, 2024, the authorised share capital of the Company is ' 400 million divided into 40,00,00,000 equity shares of ' 1/- each.

During the year under review the paid-up Equity Share Capital of the Company increased to ' 71.99 million from ' 65.18 million.

11. Conversion of Warrants

During the year, on July 27, 2023, the Company allotted 29,25,000 Equity Shares of the face value of ' 1/- each at an issue price of ' 103/- (including a premium of ' 102/- per share), fully paid upon exercising the option available with the 10 warrant holders to convert 29,25,000 warrants held by them.

On September 18, 2023, ' 6.44 million, transferred to Capital Reserve being 25% of the Upfront Warrant Subscription amount forfeited for non-payment of Balance 75% of amount for 2,50,000 warrants by one of non-promoter allottee within 18 months from allotment of warrants.

12. Preferential Issue of Shares

During the year, on January 12, 2024, the Company allotted 17,00,000 Equity Shares of the face value of ' 1/- each at an issue price of ' 160/- (including a premium of ' 159/- per share) to one non-promoter QIB investor and issued 1,80,000 Equity Shares of the face value of ' 1/- each at an issue price of ' 175/- (including a premium of ' 174/- per share) to a Promoter group company.

During the year, on March 01,2024, the Company allotted 20,00,000 Equity Shares of the face value of ' 1/- each at an issue price of ' 162/- (including a premium of ' 161/-per share) to a non-promoter individual.

13. Reclassification of Promoter

During the year, pursuant to Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and with the approval of NSE and BSE on March 27, 2024, the company reclassified Mr. Dinesh Thapar, holding Nil equity shares of the company, from the "Promoter" category to "Public" category.

14. Listing Of Company's Securities

The Company's Equity Shares are listed with the Bombay Stock Exchange (BSE Limited) and National Stock Exchange of India Limited (NSE) and the stipulated Listing Fees for the financial year 2024-25 have been paid to both the Stock Exchanges.

15. Particulars of Loans, Guarantees or Investments

During the Financial Year 2023-24, the company has provided Loan to its wholly owned subsidiaries Apart from this, the company has not given any loans or provided guarantees as defined under section 186 of the Companies Act, 2013. Details of Loans, guarantees or investments are given in notes to financial statement forming part of annual report.

16. Internal Financial Control and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements, in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

17. Particulars of Contracts or Arrangements with Related Parties

The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions. All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and a statement giving details of all related party transactions are placed before

the Audit Committee and the Board for review and approval on a quarterly basis.

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arm's length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations as well as the related party transaction policy of the Company.

During the FY 2023-24, the Company did not enter into any material related party transactions. Accordingly, disclosure with respect to the same in the Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. The transactions entered by the Company during the financial year under review were in conformity with the Company's Policy on Related Party Transactions and all related party transactions entered during the year under review are mentioned in the notes to the accounts.

The Policy on Related Party Transactions as approved by the Board of Directors has been posted on the Company's website at www.ganeshbenzoplast.com

18. Disclosures related to Policies

Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013.

The appointment/re-appointment/removal and term/ tenure of Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval and the same shall be in accordance with the provisions of the Companies Act, 2013 read with the rules made thereunder and as per the SEBI (LODR) Regulations, 2015.

The Nomination & Remuneration Policy is also available on Company's website www.ganeshbenzoplast.com.

Risk Management Policy

The Company has adopted a Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company's business in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

The key business risks faced by the Company and the various mitigation measures taken by the Company are detailed in Management Discussion and Analysis section.

Corporate Social Responsibility Policy (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee. The brief terms of reference, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company's CSR Policy is placed on the website of the Company www.ganeshbenzoplast.com.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted 'Vigil Mechanism Policy' for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct. The policy provides a mechanism, which ensures adequate safeguards to Employees and Directors from any victimization on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and soon.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is hosted on the Company's website www. ganeshbenzoplast.com.

Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1)(c) of the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries, laying down the criteria for identifying material subsidiaries of the Company. The Policy is hosted on the Company's website www.ganeshbenzoplast.com.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the Listing Regulations, top 1000 listed Companies based on the market capitalisation has to formulate a Dividend Distribution Policy, which has to be disclosed on the website of the Company. As per the Regulation, the company has formulated a Dividend Distribution Policy. The policy is hosted on the Company's website www.ganeshbenzoplast.com.

19. Corporate Governance

As per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, the Corporate Governance certificate from the auditors of the Company certifying

compliance of the conditions of the Corporate Governance, which form an integral part of this report, is set out as separate annexure to Corporate Governance report.

20. Management Discussion & Analysis Report

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement), Management Discussion and Analysis Report for the year under review is presented in a separate segment which is forming part of the Annual Report.

21. Business Responsibility & Sustainability Report

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal year 2023. As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Business Responsibility and sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached and is a part of this Annual Report as set out in Annexure of this report and is also available on Company's website at www.ganeshbenzoplast.com.

22. Directors and Key Managerial Personnel Change in Directors

During the year, Pursuant to Regulation 17(1) of the SEBI (LODR) Regulations 2015 and in accordance with Section 149(4) of the Act, on the recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on April 21, 2023 have appointed Mr. Girdhari Lal Kundalwal (DIN 10124589) as an Additional Director to hold Office of Independent Director for a period of 5 years effective from April 21, 2023. The consent of members of the Company was duly obtained through notice of postal ballot dated June 19, 2023.

During the year, on the recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on April 21, 2023 appointed Mr. Shyam Nihate (DIN 10099782), as an Additional Director of the Company (in the capacity of Executive Director-Terminal Operations) for the period from April 21,2023 to April 20, 2028. The consent of members of the Company was duly obtained through notice of postal ballot dated June 19, 2023.

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Ramesh Punjabi (DIN 03244442), Non-Executive Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting. The information of Mr. Ramesh Punjabi as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (herein after referred to as Listing Regulations) are provided in annexure to the Notice.

On May 06, 2024 Mr. Raunak Pilani resigned as nonexecutive director of the Company.

Key Managerial Personnel

In accordance with Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force), the following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:

Mr. Ramakant Pilani, Chief Executive Officer (CEO) of the company who was responsible for the affairs of the chemical division of the Company resigned w.e.f. April 2, 2024.

Independent Directors' Declaration & Meeting

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

As required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the SEBI (LODR) Regulations, the Company is required to hold atleast 1 (one) meeting in a year, without the presence of Non-Independent Directors. During the year, the Independent Directors met once, i.e, on Monday, February 12, 2024. The Meeting was conducted without the presence of the Chairman, Executive Directors and any other Managerial Personnel.

The Independent Directors, in their meeting, inter-alia, discussed and reviewed performance of NonIndependent Directors, the Board as a whole, Chairman of the Company, and assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

23. Formal Annual Evaluation

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Committees.

The performance of the Board was evaluated by the Board members after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board meetings, flow of 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 performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and inputs in meetings, etc.

24. Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2024, the Board of Directors hereby confirms that:

a. in the preparation of annual financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied consistently and the Directors 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 as at March 31,2024 and of the profit of the Company for that year;

c. 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;

d. the Directors have prepared the annual accounts of the Company on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively and

f. the Directors have ensured that proper systems have been devised to achieve compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Committees & Meetings of the Board

During the year under review, Ten (10) Board meetings were held on May 25, 2023, June 19, 2023, August 11, 2023, September 4, 2023, November 7, 2023, November 27, 2023, December 5, 2023, December 20, 2023, January 29, 2024 and February 12, 2024. The details of number of meetings of the Board held during the year along with attendance are given in the Corporate Governance Report which forms part of this Annual Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Committees of the Board

The Company has following mandatory Committees, viz,

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report. Apart from the mandatory committees, the company also have an allotment committee of the Board.

26. Auditors and Auditors' Report Statutory Audit Report

M/s. Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W), were appointed as statutory auditors of the Company in the annual general meeting of the company held on September 27, 2021, for a first term of 5 years, commencing from the conclusion of 34^th AGM till the conclusion of the 39^th AGM.

The Auditors' Report for the financial year ended March 31,2024 is modified, i.e, as it does contain following qualification by the auditor, on the standalone financial statements.

We draw attention to Note no. 47(c) of the financial statement, wherein CEO of the Company who is also promoter of the company and relative of the Chairman and Managing Director and also on the Board of the wholly owned subsidiary of the Company M/s GBL Chemical Limited.

We have been explained that funds have been borrowed in the name of the said subsidiary from certain parties

wherein the Company is shown as a co-borrower and also a guarantor. We have been explained that these transactions are executed without power and knowledge of the Company and are fraudulent in the nature. Resulting we are unable to ascertain the amount involved and possible impact of these transactions on the financial statement of the Company.

The consolidated Auditors' Report for the financial year ended March 31,2024 contains the following qualification by the auditor.

We draw attention to Note no. 51 of the consolidated financial statement, wherein CEO of the Company who is also promoter of the company and relative of the chairman and Managing Director and also on the Board of the wholly owned subsidiary of the Company M/s GBL Chemical Limited.

We have been explained that funds have been borrowed in the name of the said subsidiary from certain parties wherein the Company is shown as a co-borrower and also a guarantor. We have been explained that these transactions are executed without power and knowledge of the Company and are fraudulent in the nature. Resulting we are unable to ascertain the amount involved and possible impact of these transactions on the financial statement of the Company.

The above matter pertaining to borrowed funds has been reported as qualification in the audit report dated May 28, 2024 issued by M/s Vijay Garg & Co., Chartered Accountants on the standalone financial statement of M/s GBL Chemical Limited as under:

"We draw attention to Note in the standalone financial statement and as per explanations given to us, there were fraudulent transactions/ borrowing were done in the name of Company involving certain parties. We have been explained that these transactions are executed without power and knowledge of the Company and are fraudulent in the nature. On the basis of preliminary investigation, company suspects involvement of external parties including one of the Director. We are unable to ascertain the amount involved and possible impact of these transactions on the financial statement of the Company."

Management's Explanation to Auditors' qualification

The management understand that the Company is allegedly shown as a co-borrower/guarantor with its subsidiary in some unauthorized borrowings.

Since these Fraudulent Transactions have been entered into without any valid authorizations, express consent of the Board or shareholders of the Company and in a fraudulent manner, all actions taken in furtherance to such Fraudulent Transactions are voidable at the option of the Company as per the provisions of the Contract Act.

Any claim from the above will not have any material impact on the financial statements and hence, no

provision in respect of the above claim has been recorded as at March 31, 2024.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. VKM & Associates, a Practicing Company Secretary (Certificate of Practice no. 4279), as Secretarial Auditor to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31,2024 is annexed as Annexure-II to the Director's Report.

The Secretarial Audit Report mentions regarding the notice from BSE and NSE for imposition of fine of ? 5900/-each for disclosure under Regulation 23(9) of the SEBI Listing Regulation, as per the Management the one day delay in filing XBRL disclosure was due to inadvertence, however, the company submitted the pdf disclosure of related party transaction within timeline, as per the Regulation.

The Secretarial Audit Report also mentions the qualified opinion as given by the statutory auditor in its audit report and which is explained by the management as stated above.

Secretarial Audit of Material unlisted Indian Subsidiary

As per Regulation 24A of SEBI LODR, the Secretarial Audit of the material subsidiary M/s Infrastructure Logistic Systems Limited has been conducted for the financial year 2023-24 by M/s. Vinesh K Shah & Associates, Practicing Company Secretary (Certificate of Practice no. 7000).

The Secretarial Audit Report of material subsidiary for the financial year ended March 31, 2024, contain no qualification, reservation or adverse remark and do not call for any further explanation or comments from the Board, and is annexed herewith and marked as Annexure II A to this Report.

Cost Audit Report

As per the requirements of the Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained relating to Chemical Division every year.

The Board had, on the recommendations of Audit Committee re-appointed M/s. S K Agarwal, Cost Accountants, (Firm Registration No. 100322) as Cost Auditors of the Company for the financial year 2024-25 at a fee of ' 0.15 million plus applicable taxes & reimbursement of out-of-pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing Annual General Meeting. Accordingly, a resolution seeking

shareholders ratification for the remuneration payable to M/s. S K Agarwal, Cost Accountants, is included in the Notice convening the Annual General Meeting.

The Cost Accountants have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

The Cost audit report for the financial year March 31,2023 did not contain any qualification, reservation and adverse remark. The Cost audit report for financial year 2023-24 would be filled with the Central Government within prescribed timeline.

Internal Audit and Control

The Company has robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the stores, inventory audit, stock takes, audit for project related accounts, corporate accounts etc. The Company's internal controls are commensurate with the size and operations of the business.

M/s V K Baheti & Co. Chartered Accountants was appointed as an Internal Auditor of the Company by the Board at its meeting held on May 25, 2023 for conducting the internal audit for financial year 2023-24. The Internal Auditor directly reports to the Audit Committee for functional matters. The Audit Committee in its quarterly meetings reviews the internal audit and controls reports.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2023-2024 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Kumar Mishra (FCS 5023) Partner of M/s. VKM & Associates, Practising Company Secretaries have been submitted to the Stock Exchanges within 60 days of the end of the Financial Year 2023-24. The annual secretarial compliance report also mentions the qualified opinion as given by the statutory auditor in its audit report and which is explained by the management as stated above.

’. Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

>. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 as on March 31, 2024 has been placed on the Company's website www.ganeshbenzoplast.com.

29. Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors or secretarial auditor or cost auditor have reported, any instances of fraud committed against your Company by its officers and employees under Section 143(12) of the Act.

30. Corporate Social Responsibility (CSR)

For the Financial year 2023-2024, the Company was required to spend ' 10.86 million (around 2% of the average net profits of the preceding three financial years) on CSR activities. The Company has spent ' 10.89 million during the year on CSR activities and the brief outline of the Company's CSR initiatives undertaken during the year under review is disclosed in Annexure - III in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

31. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) are provided in the Annexure - IV to this Report.

32. Particulars of Employees and Related Disclosures

The disclosure pertaining to remuneration and other details as required under 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 annexed to this Report as Annexure-V.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

33. Credit Rating

Your company has obtained ratings from Infomerics Valuation and Rating Pvt. Ltd. as on March 31, 2024 the Rating on Long Term Bank Facility - Fund Based, is "IVR BBB /Stable Outlook", and rating on Long Term/Short Term - Non-Fund Based, "IVRBBB /Stable/IVR A2."

The Company was not identified as a "Large Corporate" for financial year 2023-24 as per the criteria under SEBI Circular No. SEBI/ HO/DDHS/CIR/P/2018/144 dated November 26, 2018.

34. Insurance

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.

Directors & Officer's Liability (D & O) policy covers the Directors and Officers of the Company including its wholly owned subsidiary /subsidiary against the risk of third-party claims arising out of their actions / decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

35. Material Changes & Commitments Affecting the Financial Position of the Company

On April 2, 2024, the Company discovered the opening of an unauthorized bank account in the name of its wholly-owned subsidiary, GBL Chemical Limited, at State Bank of India (SBI), Backbay Reclamation Branch, Mumbai, with account number 41010899634 ("the fraudulent account"). This account was associated with unauthorized borrowings, where the Company was falsely listed as a co-borrower/ guarantor along with its subsidiary. On the same day, GBL informed SBI via letter that this account had been fraudulently opened and requested an immediate freeze on its operations.

Following this discovery, Mr. Ramakant Pilani, the Chief Executive Officer of the Company who was also a director of GBL Chemical Limited and used to oversee the chemical division operations of the company and the wholly owned subsidiary, submitted his resignation from both positions. The Board of respective companies accepted his resignation on April 2, 2024, to ensure a fair investigation and uphold good governance practices. GBL subsequently informed the stock exchanges of Mr. Ramakant Pilani's resignation and issued public notices in leading newspapers to inform the public about the fraudulent transactions, which were conducted without the knowledge or authorization of the Company and GBL Chemical Limited.

Upon reviewing the account statements provided by SBI, it was found that all transactions conducted in the fraudulent account, primarily under the name of GBL Chemical Limited, were unauthorized and executed in a fraudulent manner. The preliminary investigation by the Company suggests that Mr. Manish Chaturvedi, in collaboration with Mr. Ramakant Pilani, orchestrated and facilitated these fraudulent transactions. It was further revealed that the signatures of Mr. Ramesh Pilani, Mr. Rishi Pilani, and Mr. Raunak Pilani were forged on the lending documents and other related documents.

In response to these findings, GBL and GBL Chemical Limited have initiated several actions, including: (a) Filing police complaints against the involved parties. Additionally, Mr. Rishi Pilani and Mr. Ramesh Pilani have also filed personal complaints for the forgery of their signatures by Mr. Ramakant Pilani. (b) Initiating legal proceedings to set aside and cancel the documents

executed with the involved parties related to the fraudulent transactions. (c) Issuing a letter to the Chief Vigilance Officer of SBI on April 18, 2024, informing them about the fraudulent account. (d) Registering an FIR (number 103/2024) on May 2, 2024, at Cuffe Parade Police Station in Mumbai against Mr. Ramakant Pilani and other accused individuals. (e) Sending a letter to the Reserve Bank of India on May 13, 2024, requesting an investigation into the fraudulent account opened by SBI. (f) Proposing the appointment of KPMG Assurance and Consulting Services LLP by GBL Chemical Limited to provide an expert witness report on the fraudulent transactions.

Given that these transactions were conducted without valid authorization and without the express consent of the Company's Board or shareholders, expert legal opinion suggests that neither GBL nor GBL Chemical Limited should be required to fulfill any obligations arising from these fraudulent transactions. Consequently, no financial liability should fall on GBL or GBL Chemical Limited. However, the Company has disclosed the approximate amount of these unauthorized borrowings, totaling ' 450 million, under contingent liabilities.

36. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received, if any, on sexual harassment.

No complaint was pending at the beginning of the year and none was received during the year under review.

37. Legal Cases

The Company had filed civil, criminal and arbitration cases against various parties for recovery of dues. During the year, the Company received an Arbitration award in its favor, in the arbitration matter going on with The Oil and Natural Gas Corporation Limited (ONGC).

Some of the parties and suppliers have also filed cases against the Company as briefed in contingent liabilities & Legal cases Note No. 47.

38. Award & Recognition

This year again the Company was awarded for its highest Liquid Cargo Handling (Non-PSU) at JNPT and this is the tenth consecutive year that the company handled highest Liquid Cargo at JNPT under Non-PSU sector.

We are pleased to announce further that material subsidiary of the company M/s Infrastructure Logistic Systems Limited (ILSL) has been recognised as the biggest cargo transporter of the commodity "Edible Oil" through Indian Railways in the financial year 2023-24.

39. General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

1. No orders have been passed by any Regulator or Court or Tribunal which can have significant impact on the going concern status and the Company's operations in future;

2. During the year under review, the Company has not bought back any of its securities/ not issued any sweat equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights;

3. There is no revision of the financial statements pertaining to previous financial periods during the financial year under review;

4. There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code);

5. There was no instance of one-time settlement with any Bank or Financial Institution during the financial year under review.

40. Acknowledgements and Appreciations

Your directors take this opportunity to place on record their appreciation for the valuable contributions and commitment by employees and officers at all levels, in the progress of the company.

Your Board also places on record its sincere appreciation for the continued support received from the Port Authorities, other Government Authorities, Banks, Customers, business associates and members during the year under review.

For and on Behalf of the Board of Directors Ganesh Benzoplast Limited

Rishi Pilani

Chairman & Managing Director Mumbai, May 30,2024 (DIN 00901627)