DIRECTORS' REPORT

Your directors have pleasure in presenting the 39^th Annual Report of the Company together with the Standalone and
Consolidated Audited Financial Statements of the Company for the year ended March 31,2026.

1. Financial Results

The Company's financial performance during the year ended on March 31,2026 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

Despite a challenging operating environment marked
by geopolitical tensions in Q4, troubled political and
currency markets, regional tensions, and above all
the closure of the Strait of Hormuz, the company has
maintained resilience and has improved its topline
resulting in an increase of 21% year-over-year growth
in standalone turnover, achieving revenue from
operations of ' 2,599 million in FY26 as compared to
' 2,154 million in FY25.

The profit before exceptional items and tax during the
FY26 is ' 742 million against ' 862 million in FY25 on
standalone basis. The Company reported a Profit after
tax (PAT) of ' 613 million on a standalone basis for
FY26, compared to ' 307 million in the previous year,
reflecting a 100% year-over-year growth.

Group Consolidated

On consolidated basis, the Company achieved a total
revenue of ' 4,114 million as compared to ' 3,743
million in FY25 resulting in an increase of 10% year-
over-year growth. The profit before exceptional items
and tax during the financial year is ' 980 million
as against '519 million on consolidated basis. The

Company reported a Profit after tax (PAT) of ' 733
million on a consolidated basis for FY26, as compared
to ' 381 million in the previous year, reflecting a 92%
year-over-year growth.

The 92% increase in reported PAT reflects base effects
rather than operating out performance. The step-down
in underlying profitability is largely attributable to the
proposed renewal of the land lease at JNPT (Plots 7 and
13) as a result, the annual lease rental for these plots
increased from ' 20.0 million in FY25 to ' 242.5 million
in FY26. During FY25, reported profit was depressed
by a ' 439 million one-time exceptional charge. In
addition, the Company recognized a non compete fee/
compensation income of ' 97 million during the year,
further contributing to the improved profitability.

). Future Outlook

The demand for oil, chemicals, and petrochemicals in
India is projected to grow significantly in the coming
years. These projections indicate a robust growth
trajectory for the chemicals and petrochemicals sector
in India, driven by the country's expanding economy
and increasing demand for petrochemical products
while the government's initiatives and investments are
expected to play a crucial role in this growth. Ganesh
Benzoplast Limited (hereinafter referred as "GBL")

is well positioned to benefit from these long-term
industry trends, supported by its leadership position
in Liquid Storage business, diversified customer base,
strong balance sheet, and continued investments in
LST business.

For Chemical Business, GBL will continue to focus on
capacity utilisation, operational efficiencies, customer
engagement, product innovation, and sustainability-led
initiatives, while pursuing new growth opportunities.
Export markets also represent important opportunities
over the medium to long term, supported by global
supply chain diversification, favourable trade
arrangements including Free Trade Agreements, and
rising demand for reliable chemical partners.

New Project and Expansion

In the FY 2025-26, the company received an EPC contract
from Reliance Industries Ltd worth ' 513 million, for
Mechanical package work-Plant Piping Works, Erection
of Prefabricated Structure and Equipment Erection for
Carbon Fiber Project, at Hazira.

The company is expanding its capacity by 1,22,000 Kl
by constructing 43 new tanks at Plot 14 & 15 of JNP
terminal, which will include 3 class A/Petroleum tanks
having a capacity of 16000 kl each and 40 SS/MS tanks
for storing oil/specialty chemicals having a capacity of
1850 kl each. The Expansion at Plot 14 & 15 deepens
GBL's port-linked liquid storage platform - enhancing
capacity, improving cargo-handling flexibility and
unlocking additional long-term revenue from the LST
business across petroleum, chemical and specialty
liquid cargo.

4. Financial Statements

As required by the Ministry of Corporate Affairs (MCA),
the financial statements of the Company for the
year ended March 31, 2026, have been prepared in
accordance with the Indian Accounting Standards (Ind
AS) prescribed under Section 133 of the Companies
Act, 2013 ("the Act"), read together with the Companies
(Accounts) Rules, 2014, as amended from time to
time. The Company has consistently applied the
applicable accounting policies in the preparation of
these financial statements. The Management also
continually evaluates the impact of newly issued or
revised accounting standards and adopts them, where
applicable, in accordance with the relevant regulatory
requirements.

The estimates and judgments applied in the preparation
of the financial statements have been made on a prudent
and reasonable basis to ensure that they present a
true and fair view of the substance of the Company's
transactions, as well as its financial position, financial
performance, and cash flows for the year ended March
31, 2026. The Notes to the Financial Statements form
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 & AssociatesWholly-Owned Subsidiary Companies

As on March 31, 2026 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 and is the material subsidiary of
the Company. During the year, the Company generated
a total revenue of ' 1,832 million as compared to
' 1,748 million in FY25. The Profit after tax (PAT) during
the financial year is ' 79 million against ' 48 million in
FY25.

GBL Infra Engg Services Private Limited, is a wholly
owned Subsidiary and is in EPC business, the company
has certain independent contracts for fabrication of
tanks and construction of pipelines. During the year,
the Company has a total revenue of ' 103 million as
compared to ' 93 million in FY25. The Profit after tax
(PAT) during the financial year is ' 12 million as against
a loss of ' (9) million in FY25.

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.

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 achieved a total revenue
of ' 277 million as compared to ' 303 million in FY25.
The Profit after tax (PAT) during the financial year is
' 50 million against ' 51 million in FY25.

GC Port Infra Private Limited was incorporated on
October 10, 2023 and the company is yet to commence
its business. GBL holds 60% investment in GC Port Infra
Private Limited.

Associates

Bluebrahma Clean Energy Solutions Private Limited
is the associate company of GBL, the Company holds
equity investment of 19%, through its WOS-GBL Clean
Energy Private Limited and 7% through its Subsidiary
Company Infrastructure Logistic Systems Limited.
Sagar Industries and Distilleries Private Limited, WOS
of Bluebrahma Clean Energy Solutions Private Limited
is step down associate company of GBL.

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

Joint Venture

During the year, GBC LPG Private Limited ceased to be
the Joint venture Company of GBL as GBL LPG Private
Limited sold its 50% investment in GBC LPG Private
Limited to BW Confidence Enterprise Private Limited,
other JV partner. JV Partners after evaluation concluded
that due to dynamic and changing Global and Local
scenario, there may be an impact on the offtake of LPG.
Accordingly, the Company, BW and CPIL have mutually
agreed to terminate the joint venture and as part of the
termination, GBL LPG has sold its entire shareholding
in GBC LPG to BWC. Additionally, the Company has
received a non-compete fee/ compensation income
from BW to safeguard BW's strategic position in India.

6. Dividend

The Board of Directors has not recommended any
dividend for FY 2025-26 in view of the Company's
capital expenditure and working capital requirements.
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 31,2026.

8. Transfer to Reserve

As permitted under the provisions of the Companies
Act, 2013, the Board does not propose to transfer any
amount to general reserve and has decided to retain
the entire amount of profit for the Financial Year 2025¬
26 in the profit and loss account.

9. Public Deposits

The Company has not accepted any deposits from the
public within the meaning of Sections 73 and 76 of
the Companies Act, 2013, read with the rules made
thereunder, during the year under review. Accordingly,
as at March 31, 2026, there were no outstanding,
unpaid, or unclaimed public deposits.

10. Share Capital

As on March 31,2026, 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, 2026 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 2026-27 have been
paid to both the Stock Exchanges.

12. Directors and Key Managerial Personnel
Directors

The Board composition of the Company as on March 31,
2026, was as under:

Pursuant to Section 152(6) of the Companies Act, 2013
read with Article of Association of the Company Mr. Rishi
Pilani (DIN: 00901627) retires by rotation and being
eligible offers himself for re-appointment, a resolution
seeking shareholder's approval for re-appointment
forms part of Notice convening the AGM. The brief
details of Mr. Rishi Pilani, who is proposed to be re¬
appointed as required under Secretarial Standard ("SS-
2") and Regulation 36 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended, (the "Listing Regulations") is being provided
in the Notice convening the Annual General Meeting
("AGM") of the Company.

Changes in DirectorsCessation

During the year under review, the second term of Ms.
Jagruti Gaikwad (DIN: 07177542) Independent Woman
Director of the Company, concluded at the close of
business hours on September 25, 2025. Consequently,
she ceased to be the Director of the Company with
effect from September 26, 2025, upon completion
of her tenure The Board places on record its sincere
appreciation for the valuable contributions made by
her during her tenure as Independent Director of the
Company.

Appointment

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors of
the Company, at its meeting held on August 1 1, 2025,
appointed, Ms. Amruta Thali (DIN: 11230644) as an
Additional Director in the capacity of a Woman Non¬
Executive Independent Director with effect from August
1 1, 2025, for a term of five (5) consecutive years up to
August 10, 2030.

The approval of the Members for regularisation of
her appointment has been obtained at the 38^th Annual
General Meeting of the Company held on September 25,
2025.

Reappointment of Independent Directors

During the year under review, the Members of the
Company approved the re-appointment of Mr. Niraj
Nabh Kumar (DIN: 03401815) Independent Director
upon completion of his first term as a Non-Executive
Independent Director of the Company for a second term
of five (5) consecutive years upto February 14, 2030.

All the disclosures relating to appointment and
cessation of directors was filed with Exchanges & ROC
within stipulated timelines.

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:

After nearly five decades of exceptional leadership and
vision, Mr. Ramesh Pilani decided to step down as Chief
Financial Officer (CFO) effective from May 12, 2026,
due to his advancing age and health issues. The Board
expressed its sincere gratitude for his remarkable
guidance and in recognition of his pivotal role in
establishing the company as a leader in the Chemical
and Liquid Storage industry.

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. The Independent Directors have also confirmed
that they have complied with the Company's Code of
Conduct. 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. List of key
skills, expertise and core competencies of the Board,
including the Independent Directors, forms a part of the
Corporate Governance Report of this Annual Report.

None of the Director of the Company are disqualified
from being appointed as Directors as specified under
Section 164(1) and 164(2) of the Act read with Rule
14(1) of the Companies (Appointment and Qualifications
of Directors) Rules, 2014 (including any statutory
modification(s) and/or re-enactment(s) thereof for the
time being in force) or are debarred or disqualified by
the Securities and Exchange Board of India ("SEBI"),
Ministry of Corporate Affairs ("MCA") or any other such
statutory authority.

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 Monday, March 30, 2026. 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.

13. 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 2025-26 are disclosed on the
Company's website www.ganeshbenzoplast.com.

14. Formal Annual Evaluation

Pursuant to the provisions of Section 134(3)(p) of the
Companies Act, 2013 read with Regulation 17 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the
Board conducted an annual evaluation of its own
performance, the performance of its Committees, and
that of the individual Directors.

The Nomination and Remuneration Committee ("NRC")
has laid down the criteria and framework for evaluating
the performance of the Board, its Committees, and
individual Directors. The evaluation was carried out
through a structured questionnaire formulated after
considering inputs from the Directors. The assessment
covered various aspects, including the composition
and effectiveness of the Board and its Committees,
Board processes and culture, discharge of statutory
and fiduciary responsibilities, corporate governance
practices, strategic oversight, and succession planning.

The performance of individual Directors, including the
Chairman, was evaluated based on parameters such as
participation and contribution to Board deliberations,
quality of guidance and decision-making, independence
of judgment, leadership, and safeguarding the interests
of the Company and its stakeholders, including minority
shareholders.

The Independent Directors evaluated the performance
of the Chairman and the Non-Independent Directors,
while the entire Board evaluated the performance
of the Independent Directors, in accordance with the
applicable statutory and regulatory requirements.
Based on the outcome of the evaluation, the Board and
the NRC were satisfied that the Board, its Committees,
and the individual Directors continued to function

effectively and that the evaluation process was robust
and comprehensive.

Meetings of the Board of Directors

During the financial year, the Board of Directors of the
Company met four (4) times, on May 14, 2025, August
1 1, 2025, November 13, 2025 and February 13, 2026
respectively. The intervening gap between any two
consecutive Board meetings did not exceed 120 days,
in compliance with the period prescribed under the
Companies Act, 2013 and the SEBI (LODR) Regulations,
2015.

Details of the Board meetings held during the year,
including the attendance of the Directors, are provided
in the Corporate Governance Report, which forms an
integral part of this Annual Report.

Committees of the BoardAudit Committee

The Company's Audit Committee composition is in line
with the requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the Listing Regulations.
The composition of the Audit Committee is as under:

*Appointed as an Independent Director of the Company w.e.f August
11, 2025.

**Ceased to be the Independent Director w.e.f. September 26, 2025
due to completion of her 2^nd term.

The terms of reference of the Audit Committee, the
details of meetings held, and attendance of Committee
Members are provided in the Corporate Governance
Report forming part of the Annual Report.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration
Committee ("NRC") is in conformity with the provisions
of the Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulations. The
composition of the Nomination and Remuneration
Committee is as under:

*Appointed as an Independent Director of the Company w.e.f August
11, 2025.

**Ceased to be the Independent Director w.e.f. September 26, 2025
due to completion of her term.

Stakeholders’ Relationship Committee

The Stakeholders' Relationship Committee has been
constituted by the Board of Directors in compliance
with the provisions of Section 178 of the Companies
Act, 2013 and Regulation 20 of the Listing Regulations.

*Appointed as an Independent Director of the Company w.e.f August
11, 2025.

** Ceased to be the Independent Director w.e.f September 26, 2025
due to completion of her 2nd Term.

Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the
Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended
from time to time, the Board of Directors of the Company
has constituted Corporate Social Responsibility (CSR)
Committee.

The composition of the CSR Committee is as under:

* Ceased to be Independent Director w.e.f. September 26, 2025 due to
completion of her 2^nd Term.

**Appointed as the member of the Committee w.e.f August 11, 2025.

Sustainability and Risk Management Committee

Pursuant to Regulation 21 of the Listing Regulations, the
Board constituted Sustainability and Risk Management
Committee to frame, implement and monitor risk
management plan of the Company. The committee
also monitors Environment, Social and Governance
functions. The Board has adopted the Risk Management
Policy and framework to mitigate foreseeable risks,
avoid events, situations or circumstances, which may
lead to negative consequences on the Company's
businesses.

The composition of the Committee is as under:

The terms of reference of the Committees, the details of
meetings held, and attendance of Committee Members
are provided in the Corporate Governance Report
forming part of the Annual Report.

15. Directors’ Responsibility Statement

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

1. in the preparation of the annual accounts for
the financial year ended on March 31, 2026, 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,
2026 and of the profit of the Company for the year
ended on March 31,2026;

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, 2026 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.

16. Report on Corporate Governance

It has always been the Company's endeavor to operate
in a fair and transparent manner with the highest
standards of Corporate Governance. The Company
complies with the requirements of Listing Regulations.
A separate section on Corporate Governance is
included in the Annual Report and the Certificate from
the Secretarial Auditors confirming the compliance
of conditions on Corporate Governance as stipulated
in Listing Regulations is given as an annexure to this
effect.

17. Management Discussion and Analysis

Pursuant to Regulation 34 read with schedule V of
SEBI (Listing Obligation and Disclosure Requirement),
Management Discussion and Analysis Report, capturing
your Company's performance, industry trends and other
material changes with respect to company wherever
applicable for the year under review is presented in a
separate segment which is forming part of the Annual
Report.

18. Business Responsibility and Sustainability Report
(BRSR)

In accordance with the provisions of Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has prepared its
Business Responsibility and Sustainability Report
(BRSR). This Report outlines the Company's initiatives
and performance from an environmental, social, and
governance (ESG) perspective. The BRSR is annexed
to this Annual Report and forms an integral part of the
Company's disclosures.

19. Particulars of Loans, Guarantees or Investments

During the financial year 2025-26, the Company
extended loans to its wholly owned subsidiaries and
certain other body corporates for business purposes.
These loans were interest-bearing, unsecured, and
fully compliant with the provisions of Section 186 of
the Companies Act, 2013. The Company did not provide
any guarantees or securities during the year under
review. The requisite particulars of loans, guarantees,
and investments, as mandated under Section 186, are
appropriately disclosed in the Notes to the Financial
Statements forming part of this Annual Report.

20. Internal Financial Control and their adequacy

Your Company remains committed to continuously
enhancing the effectiveness of its internal financial
controls and processes to ensure efficient conduct of
business operations, safeguard its assets, and enable
timely preparation of reliable financial information.
In the opinion of the Board of Directors, the internal
financial controls with reference to the financial
statements are adequate.

The Company has established a robust system of
internal controls to protect assets against unauthorized
use or disposition and to ensure that all transactions
are duly authorized, accurately recorded, and properly
reported. These controls are further strengthened
through an extensive programme of internal and
external audits, supplemented by periodic reviews
conducted by the Management. The system is
designed to provide reasonable assurance regarding
the reliability of financial and other records, thereby
ensuring accountability of assets.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control framework and recommends improvements
wherever necessary. The Statutory Auditors and Internal
Auditors are invited to Audit Committee meetings to
present their observations on the adequacy of internal
financial controls and suggest corrective measures, if
required. During the year under review, there were no
adverse observations reported by either the Statutory
Auditors or the Internal Auditors.

21. Related Party Transactions

All related party transactions that were entered into
during the financial year were on an arm's length basis
and in the ordinary course of business. There were
no materially significant related party transactions
made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons
which might have potential conflict with the interest
of the Company at large. 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 and attached as Annexure-IA to the
Director's report.

All Related Party Transactions and subsequent material
modifications are placed before the Audit Committee
for its review and approval. Omnibus approval was
obtained on a yearly basis for transactions which are
of repetitive nature. Transactions entered pursuant
to omnibus approval are placed before the Audit
Committee and the Board, for review on a quarterly
basis. None of the Directors has any pecuniary
relationship or transactions vis-a-vis the Company
except remuneration drawn by self or their relative in
the capacity of the Director or otherwise and sitting fees.
Details of all related party transactions are mentioned
in the notes to financial statements forming part of the
Annual Report.

A Policy on Related Party Transactions as approved
by the Board of Directors has been posted on the
Company's website at www.ganeshbenzoplast.com.
The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all
transactions between the Company and its Related
Parties.

22. Disclosures related to PoliciesNomination & 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, promoting healthcare including
preventive healthcare, community development,
rural development, heritage conservation and tree
plantation 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.

23. AuditorsStatutory 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 34^th
AGM till the conclusion of the 39^th AGM. The present
auditors of the Company will complete their first term
as statutory auditor of the Company on ensuing date of
AGM of the Company.

The Auditors have issued an unmodified opinion on the
Financial Statements, both standalone and consolidated
for the financial year ended March 31, 2026. The said
Auditors' Report(s) for the financial year ended March
31, 2026 on the financial statements of the Company
forms part of this Annual Report.

The Auditor's Report for the financial year ended March
31, 2026 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

Pursuant to provisions of Section 148 of the Act read
with the Companies (Audit and Auditors) Rules, 2014, as
amended from time to time, your Company is required
to maintain cost records for the Chemical division of the
Company. Accordingly, the Company has prepared and

maintained cost accounts and records for the Financial
Year 2025-26, as per sub-section (1) of Section 148
of the Companies Act, 2013 and the Companies (Cost
Records and Audit) Rules, 2014.

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 2026-27 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, shall be 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 2025-26 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 of the Company.

The members of the Company in their meeting held
on September 25, 2025 on recommendation of Board
of Directors and 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.

The Company has received the necessary Peer review
Certificate, consent, and eligibility certificate from
M/s. VKM & Associates confirming their eligibility for
appointment as Secretarial Auditor of the Company.

The Secretarial audit report for the financial year March
31, 2026 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
Secretarial Audit Report for the financial year ended
March 31, 2026 is annexed as Annexure-II to the
Director's Report.

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, 2026 and the Secretarial Audit of
the material subsidiaries GBL Chemical Limited and
Infrastructure Logistic Systems Limited have been
conducted for the financial year 2025-26 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 31,2026, contain no
qualification, reservation or adverse remark and do not
call for any further explanation or comments from the
Board under Section 134(3) of the Companies Act, 2013,
and is annexed herewith and marked as Annexure-IIA
and Annexure-IIB to this Report.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial
Year 2025-26 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 2025-26.

24. 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.

25. 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 31,2026 shall be placed on the
Company's website www.ganeshbenzoplast.com.

26. 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.

27. 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 2025-26, the
Company was required to spend ' 12.77 million (around
2% of the average net profits of the preceding three
financial years) on CSR activities. The Company has
spent ' 12.87 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.

28. 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.

29. 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.

30. Credit Rating

Your company has been rated by Infomerics Valuation
and Rating Pvt. Ltd. as on March 31, 2026. 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 2025-26 as per the criteria under
SEBI Circular No. SEBI/ HO/DDHS/CIR/P/2018/144
dated 26th November, 2018.

31. 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.

32. 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 2025¬
26 are as follows:

33. Compliance under the Maternity Benefit Act, 1961

Pursuant to the amendment made in the Companies
(Accounts) Second Amendment Rules, 2025 through
MCA Circular dated May 30, 2025, we state that your
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.

34. Gender-wise Composition of workforce

In alignment with the principles of diversity, equity and
inclusion (DEI) the Company discloses below the gender
composition of its workforce as on March 31,2026:

This disclosure reinforces the Company's efforts to
promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

35. 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.

36. Award & Recognition

During the financial year 2025-26, the Company was
once again recognized for its operational excellence.
The Company has been awarded for Highest Liquid
Cargo Handling (Non-PSU) at Jawaharlal Nehru Port
Trust (JNPT). This marks the Twelfth (12) consecutive
year that the Company has achieved the distinction of
handling the highest volume of liquid cargo at JNPT
in the Non-PSU sector. This consistent recognition
underscores the Company's strong performance,
reliability, and leadership in the industry.

37. 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.

38. Acknowledgements and Appreciations

The Board of Directors takes this opportunity to
express its sincere gratitude to the Central and State
Government Departments, statutory authorities,
regulatory bodies, organizations, agencies, and Port
Authorities for their continued support, guidance, and
cooperation extended to the Company.

The Board also conveys its heartfelt appreciation to
the Company's valued customers, vendors, suppliers,
bankers, financial institutions, business partners,
and all other stakeholders for their unwavering
trust, continued association, and steadfast support
throughout the year.

Further, the Board extends its sincere thanks to
the Members of the Company for the confidence
and trust reposed in its leadership. The Directors
also place on record their deep appreciation for the
dedication, commitment, and valuable contributions
of the Company's employees and officers at all levels,
whose collective efforts have been instrumental in the
Company's continued growth and progress.

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

Rishi Pilani

Chairman & Managing Director
(DIN: 00901627)

Mumbai, May 27, 2026