Your directors have pleasure in presenting the 38^th Annual Report of the Company together with the Standalone and
Consolidated Audited Financial Statements of the Company for the year ended March 31, 2025.

1. Financial Results

A summary of the Company’s financial performance during the year ended on March 31, 2025 compared to the
previous financial year is summarized below:

The above figures are extracted from the financial statements prepared in accordance with Indian Accounting
Standards (“Ind AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the
Companies (Accounts) Rules, 2014 and other relevant provisions of the Act. The detailed Financial Statements as
stated above are presented as separate section of this Annual Report.

2. Financial Performance Review
Company Standalone

On standalone basis, the total revenue for FY 2024¬
25 was ' 2,154 million as against ' 2,267 million
in the previous FY 2023-24 with a drop of 5% YOY.
This reduction in revenue was mainly due to planned
modifications carried out on the existing tanks to
improve the product handling capability and reduction
in EPC revenue.

During the year, Standalone Profit after tax (PAT) for the
year is ' 307 million as against ' 606 million for the
previous year ended on March 31, 2024, the profit of
the Company Reduced owing to exceptional expenses
of ' 439 million pursuant to a one-time settlement
agreement entered into by the Company, along with
other exceptional items of ' 5 million.

Group Consolidated

On consolidated basis, the total revenue of the
company for FY 2024-25 was ' 3,743 million as against
' 4,771 million during the FY 2023-24. This reduction
in revenue was mainly due to EPC business. During
FY 2024-25, the consolidated Profit After Tax (PAT)
without Exceptional Items is ' 828 million as compared

to ' 614 million during the FY 2023-24 with an increase
of 35% YOY. Consolidated Profit After Tax (PAT) after
Exceptional Items is ' 381 million as against ' 614
million in FY 2023-24 with a drop of 38% YOY.

The Chemical business of the Company during FY
2024-25 has reported a profit before tax (PBT) of
' 206 million against ' 60 million in FY 2024-25, with
an impressive growth of 243 % YOY, attributable to
the changes made by the management in chemical
division. This is the result of meticulous focus on
efficiencies in all purchases and optimization of
logistic costs and changes at plant level. Further, the
plants have been operating on a continuous basis
resulting in reduction of fixed costs and there has been
a conscious effort to expand the customer base and
enhance research to improve the products mix as per
customer requirement.

The Networth of the Company on standalone basis
is ' 5,295 million for the financial year 2024-25 as
compared to ' 4,995 million for the financial year
2023-24. On a consolidated basis the networth of
company is ' 5,444 million for the financial year 2024¬
25 as compared to ' 5,070 million for the financial year
2023-24.

3. Future Outlook

With the rising demand for oil, chemicals, and
petrochemicals in India-alongside increasing
transportation needs-there is significant potential
for expanding pipelines, logistics, and related
infrastructure. This presents strong business
opportunities for the Company in both the LST
segment and the EPC business. The medium- to long¬
term outlook for the Company remains positive.

New Project and Expansion

In the FY 2024-25, the company received a contract of
' 1,758 million from JSW Jaigarh Port Ltd for
Engineering, Design, Manufacturing, Supply, Erection
& commissioning of Chemical Tank Farm Project on
EPC basis, including construction of 11 Chemical tanks,
Dock Pipeline and civil works for their Jaigarh Port.

4. Financial Statements

As mandated by the Ministry of Corporate Affairs, the
financial statements for the year ended on March 31,
2025 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, 2025. 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 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, 2025 the Company has five wholly
owned subsidiary Companies-

GBL Chemical Limited is wholly owned subsidiary
and is in trading of 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. As on March 31,
2025, GBL Chemical is the material subsidiary of the
Company.

GBL Infra Engg Services Private Ltd, is a 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 and deals in clean energy fuels, the
company entered into a vehicle lease business.

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 Companies

Infrastructure Logistic Systems Limited 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) and is the material subsidiary of GBL.

During the year, the Company made an additional
investment in GC Port Infra Private Limited and as on
March 31, 2025 the Company holds 60% in GC Port
Infra Private Limited. The company is yet to commence
its business.

Associates

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

There has been no change in the class and nature of
the business of the Company, WOS and its Subsidiary/
Associate Companies.

Joint Venture

GBC LPG Private Limited is a Joint venture Company
formed on November 22, 2023 by GBL LPG Private
Limited which is a wholly owned subsidiary of
Ganesh Benzoplast Limited (GBL) and BW confidence
Enterprise Pvt Ltd. (BWC).

i. Dividend

The Board of Directors has not recommended any
dividend for FY 2024-25 in view of the Company’s
capital expenditure and working capital requirements.
Additionally, a one-time exceptional liability was
paid towards settlement of a long-pending legal
dispute. Retention of earnings is considered prudent
to strengthen financial stability and support future
growth.

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, 2025.

3. Transfer to Reserve

The Company has not transferred any amount of profit
to the reserves during the financial year under review.

3. 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, 2025,
there were no deposits lying unpaid or unclaimed.

10. Share Capital

As on March 31, 2025, the authorised share capital
of the Company is ' 40,00,00,000/- divided into
40,00,00,000 equity shares of ' 1/- each.

The paid-up Equity Share Capital of the Company
as on March 31, 2025 is ' 7,19,89,421/- divided into
7,19,89,421 equity shares of ' 1/- each.

11. Listing Of Company’s Securities

The Company’s Equity Shares are listed on Bombay
Stock Exchange (BSE Limited) and National Stock
Exchange of India Limited (NSE) and the stipulated
Listing Fees for the financial year 2025-26 have been
paid to both the Stock Exchanges.

12. Directors’ Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section
(3) and sub-section (5) of Section 134 of the Act, the
Board of Directors of the Company hereby confirm
that:

1. in the preparation of the annual accounts for
the financial year ended on March 31, 2025, the
applicable Accounting Standards have been
followed and no material departures have been
made from the same;

2. the Directors have selected such accounting
policies and applied 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 as at March
31, 2025 and of the profit of the Company for the
year ended on March 31, 2025;

3. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
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
for the financial year ended on March 31, 2025 on
a going concern basis;

5. the Directors have laid down internal financial
controls and the same have been followed by the
Company and that such internal financial controls
are adequate and were operating effectively; and

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.

13. Report On Corporate Governance and Management
Discussion and Analysis

A separate report on Corporate Governance
is provided together with the Certificate from
the Practicing Company Secretaries confirming
compliance of conditions of Corporate Governance
as stipulated under the Listing Regulations. Pursuant
to the provisions of Regulation 34 read with Schedule
V of the Listing Regulations, a report on Management
Discussion & Analysis is attached separately, which
forms part of this Annual Report.

14. Business Responsibility and Sustainability Report
(BRSR)

Business Responsibility and Sustainability Report
(BRSR) is prepared in accordance with the provisions
of Regulation 34 of the Listing Regulations, the BRSR
forms part of this Annual Report and the same is in line
with the SEBI requirement.

15. Particulars of Loans, Guarantees or Investments

During the financial year 2024-25, the Company
extended loans to its wholly owned subsidiaries and
certain body corporates for business purposes. These
loans are interest-bearing, unsecured, and aligned
with Section 186 of the Companies Act, 2013. In

addition, the Company made an additional investmenl
in its subsidiary, GC Port Infra Private Limited. Nc
guarantees or securities were provided during the yeai
under review. The particulars of loans, guarantees
and investments, as required under Section 186 of the
Companies Act, 2013, are disclosed in the Notes to the
Standalone Financial Statements forming part of this
Annual Report.

16. Internal Financial Control and their adequacy

The Company has in place adequate internal financia
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 tha1
all the assets are safeguarded and protected agains'
loss from unauthorized use or disposition and that the
transactions are authorized, recorded and reportec
correctly. The internal control is supplemented by ar
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 o
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. Related Party Transactions

All the related party transactions and subsequenl
modifications are placed before the Audit Committee
for their review and approval. The Audit Committee
grants an omnibus approval for the transactions tha
are in the ordinary course of the business and repetitive
in nature. For other transactions, the Company obtains
specific approval of the Audit Committee before
entering into any such transactions. For materia
related party transaction, if any, the Company obtains
prior approval of the Members of the Company. A
statement of all related party transactions is placed
before the Audit Committee on a quarterly basis
specifying the nature, value and terms & conditions o
the transactions.

During the year under review, all the transactions
entered into by the Company with the Related Parties
were at arm’s length and in the ordinary course o
business. These transactions were pre-approved by
the Independent Directors of the Audit Committee
The transactions entered by the Company with the
related parties during the year were in compliance
with all the applicable provisions of the Companies
Act, 2013 and the Listing Regulations as well as the
Related Party Transaction policy of the Company. The
details of actual transactions were reviewed by the
Audit Committee on a quarterly basis.

During the FY 2024-25, the Company did not enter into
any material related party transactions. Accordingly
the 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 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.
During the year, the Company redesignated its Risk
Management Committee to Sustainability & Risk
Management Committee to cover the ESG issues and
compliances.

The Company’s Risk Management Policy outlines
guidelines in identification, assessment, measurement,
monitoring, mitigating and reporting of key business
risks associated with the activities of the company. The
Policy is designed to provide reasonable assurance
towards achievement of its goals by integrating
management control into daily operations, ensuring
compliance with legal requirements and safeguarding
the integrity of the Company’s financial reporting and
the related disclosures.

The Risk Management Policy is available on Company’s
website www.ganeshbenzoplast.com

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 a CSR
committee and formulated a CSR policy. The CSR
Policy of the Company adopted in accordance with
Schedule VII of the Act, outlines various CSR activities
to be undertaken by the Company in the areas of
promoting education, enhancing vocational skills,
promoting healthcare including preventive healthcare,
community development, rural development, heritage
conservation and revival, etc. 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
‘Whistle Blower 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 thereon.

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 Whistle
Blower 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

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended (“SEBI Listing Regulations”), the Company has
formulated a Dividend Distribution Policy which details
various considerations based on which the Board may

recommend or declare Dividend. The policy hosted on
the Company’s website www.ganeshbenzoplast.com

19. Directors and Key Managerial Personnel

Directors

The Board composition of the Company as on March
31, 2025, was as under:

The Board and Members of the Company approved
the re-appointment of Mr. Rishi Pilani (DIN: 00901627)
as the Chairman & Managing Director of the Company
for a period of five(5) years with effect from September
29, 2024 upto September 28, 2029. Mr. Rishi Pilani
is also Managing Director of Infrastructure Logistic
Systems Limited, a material subsidiary of the company
and he also draws remuneration from this subsidiary
as per the applicable provisions of the Companies Act,

2013.

The Board approved the re-appointment on the
recommendation of the Nomination and Remuneration
Committee, which in terms of the provisions of the
Act and the SEBI Listing Regulations, reviewed and
evaluated the composition of the Board, including the
skills, knowledge and experience of the Directors.

During the year, Mr Raunak Pilani resigned as Non¬
Executive Non Independent Director of the Company
w.e.f. May 06, 2024.

Additionally, pursuant to the provisions of sub-section
(6) of Section 152 of the Act and Articles of Association
of the Company, Mr. Shyam Nihate, Director, (DIN:
08301025) is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, has
offered himself for re-appointment. The agenda item
with respect to the re-appointment of Mr. Shyam
Nihate along with his brief resume, expertise and
other details as required in terms of sub-regulation (3)
of Regulation 36 of the SEBI Listing Regulations and
Secretarial Standard - 2 on General Meetings, forms
part of the Notice convening the ensuing Annual
General Meeting.

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:

During the year, 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 02, 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 of the Act (Code for
Independent Directors) and Regulation 25 (3) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Companies have to hold at least
1 (one) meeting in a year, without the presence of Non¬
Independent Directors. Accordingly, the Independent
Directors had met on Wednesday, March 12, 2025.
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 Non¬
Independent 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.

20. Familiarisation Programme for Independent
Directors

The Company makes detailed presentations at the
Board meetings to familiarise Independent Directors
with the Company’s business, strategy, annual plan and
budget, operations, etc. Functional heads are invited
to provide update and insights in the areas of HR,
Supply chain and logistics, IT and Cyber Security, IFC,
ESG and CSR, etc. Directors are regularly briefed on
the regulatory changes and legal updates applicable
to the Company. This facilitates Board interaction
and engagement with the Senior Management
team. The details of the training and familiarisation
programmes arranged by the Company during FY
2024-25 are disclosed on the Company’s website
www.ganeshbenzoplast.com

21. 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 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.

Meetings of the Board of Directors

During the year under review, Six (6) Board meetings
were held on April 02, 2024, May 30, 2024, August
12, 2024, November 14, 2024, February 12, 2025 and
March 19, 2025. 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 and

5. Sustainability and 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 non-mandatory committees, viz:

1. Allotment committee and

2. Administrative committee
!2. Auditors

Statutory Auditor

Pursuant to the provisions of Section 139 of the Act
and the Companies (Audit and Auditors) Rules,
2014, 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 34th AGM till the conclusion of the
39th AGM. The Auditors have issued an unmodified
opinion on the Financial Statements, both standalone
and consolidated for the financial year ended March
31, 2025. The said Auditors’ Report(s) for the financial
year ended March 31, 2025 on the financial statements
of the Company forms part of this Annual Report.

The Auditors Report for the financial year ended March
31, 2025 does not contain any qualification, adverse
remark or reservation and therefore, do not call for any
further explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.

Cost Auditor

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 and records
have been maintained relating to Chemical Division
every year.

The Board had, on the recommendations of
Audit Committee re-appointed S K Agarwal, Cost
Accountants, (Firm Registration No. 100322) as Cost
Auditors of the Company for the financial year 2025-26
at a fee of ' 1,75,000/- (Rupees One Lac Seventy-Five
Thousand Only) 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 S K Agarwal, Cost Accountants, is included
in the Notice convening the ensuing 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,
2025 did not contain any qualification, reservation
and adverse remark and therefore, do not call for
any further explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013. The
Cost audit report for financial year 2024-25 would be
filed with the Central Government within prescribed
timelines.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act
and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company had appointed VKM & Associates,
(Certificate of Practice no. 4279), a Peer Reviewed
Firm of Company Secretaries in Practice, as Secretarial
Auditors to conduct Secretarial Audit for FY 2024-25.

The Secretarial Audit Report for the financial year
ended March 31, 2025 is annexed as Annexure-II to
the Director’s Report. The said Secretarial Audit Report
do not call for any further explanation or comments
from the Board under Section 134(3) of the Companies
Act, 2013.

SEBI vide notification no. SEBI/LAD-NRO/GN/2024/218
dated 12^th December 2024 has introduced ‘SEBI (Listing
Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024’ to establish detailed
norms governing the appointment, re appointment,
and removal of Secretarial Auditors in listed entities,
effective from 31^st December, 2024. The recent
amendment mandates that the listed companies have
to obtain shareholders’ approval for appointment of
Secretarial Auditors.

The Board of Directors of the Company, at its meeting
held on May 14, 2025 on recommendation of the
Audit Committee and pursuant to the provisions of
Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with Regulation 24A

and other applicable provisions of the SEBI Listing
Regulations, has approved the appointment of VKM
& Associates (Certificate of Practice no. 4279), as
Secretarial Auditors for a term of five consecutive
years, commencing from FY 2025-26 till FY 2029-30,
which is subject to the approval of the Members at the
ensuing Annual General Meeting. A resolution seeking
shareholders’ approval for the said appointment
forms part of the AGM Notice. The Secretarial Auditor
furnished a certificate of their eligibility and consent for
appointment as per section 204 of the Companies Act,
2013.

Secretarial Audit of Material unlisted Indian
Subsidiaries

As per Regulation 24A of SEBI LODR, the company
has two material subsidiary companies - GBL Chemical
Limited and Infrastructure Logistic Systems Limited
and as on March 31, 2025 and the Secretarial Audit
of the material subsidiaries GBL Chemical Limited and
Infrastructure Logistic Systems Limited have been
conducted for the financial year 2024-25 by Vinesh K
Shah & Associates (Certificate of Practice no. 7000),
a Peer Reviewed Firm of Company Secretaries in
Practice.

The Secretarial Audit Report of material subsidiaries
for the financial year ended March 31, 2025, 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-IIA and Annexure-IIB to this Report.

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.

V K Baheti & Co. Chartered Accountants was appointed
as an Internal Auditor of the Company by the Board at
its meeting held on May 30, 2024 for conducting the
internal audit for financial year 2024-25. 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 2024-25 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 VKM
& Associates, Practising Company Secretaries have
been submitted to the Stock Exchanges within 60 days
of the end of the Financial Year 2024-25.

23. 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.

24. 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,
2025 is available on the Company’s website
www.ganeshbenzoplast.com

25. Reporting of Frauds by Auditors

During the year under review, neither the Statutory
Auditor or Secretarial Auditor or Cost Auditor have
reported to the Audit Committee under Section 143(12)
of the Act, any instances of fraud committed against
your Company by its officers and employees.

26. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility (“CSR”) Committee
of the Board of Directors inter alia gives strategic
direction to the Corporate Social Responsibility
(“CSR”) initiatives, formulates and reviews annual CSR
plans and programmes, formulates annual budget
for the CSR programmes, monitors the progress on
various CSR activities for the Financial year 2024-25,
the Company was required to spend ' 12.92 million
(around 2% of the average net profits of the preceding
three financial years) on CSR activities. The Company
has spent ' 13.26 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.

27. 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.

28. 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.

29. Credit Rating

Your company has been rated by Infomerics Valuation
and Rating Pvt. Ltd. as on March 31, 2025. The Rating
on Long Term Bank Facility - Fund Based, is “IVR BBB /
Stable Outlook” and rating on Long Term/Short Term -
Non - Fund Based, “IVR BBB /Stable Outlook / IVR A2”.

The Company was not identified as a “Large Corporate”
for financial year 2024-25 as per the criteria under
SEBI Circular No. SEBI/ HO/DDHS/CIR/P/2018/144
dated 26th November, 2018.

30. 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 WOSs/Subsidiaries 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.

31. 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.

The details of complaints reported under Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 during FY 2024¬
25 are as follows:

32. Legal Cases

The Company had filed civil, criminal and arbitration
cases against various parties for recovery of dues.
Some of the parties and suppliers have also filed cases
against the Company as briefed in contingent liabilities
& Legal cases Note No. 43 of the financial statements.

33. Award & Recognition

This year also the Company has been awarded for
highest Liquid Cargo Handling (Non-PSU) at JNPT and
this is the eleventh consecutive year that the company
handled highest Liquid Cargo at JNPT under Non-PSU
sector.

34. 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) Material changes and/or commitments that could
affect the Company’s financial position, which
have occurred between the end of the financial
year of the Company and the date of this report;

2) Significant or material orders passed by the
Regulators or Courts or Tribunals, impacting the
going concern status and Company’s operations
in future;

3) Non-exercising of voting rights in respect
of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of
the Companies Act, 2013 read with Rule 16(4)
of Companies (Share Capital and Debentures)
Rules, 2014;

4) Revision of the financial statements pertaining
to previous financial periods during the financial
year under review;

5) The details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year
and;

6) The details of difference between amount of the
valuation done at the time of one-time settlement

and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof.

35. Acknowledgements and Appreciations

The Directors take this opportunity to thank the Central
and State Government Departments, Organizations
and Agencies in India and Port Authorities for their
continued support and co-operation. The Directors
are also thankful to all valuable stakeholders viz.,
customers, vendors, suppliers, banks, financial
institutions, and other business associates for their
continued co-operation and excellent support provided
to the Company during the year. The Directors also
appreciate and value the trust reposed in them by
Members of the Company.

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

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

Rishi Pilani

Chairman & Managing Director
Mumbai, May 14, 2025 (DIN: 00901627)