Ganges Securities Ltd

Dear Members,

Your Board of Directors present the Tenth Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2024.

1. Financial Results

A summary of the standalone and consolidated financial performance of the Company for the financial year ended March 31, 2024, as compared to the previous year is summarised below:

(in lakhs)

2. Financial Performance and State of affairs of the Company

During the Financial Year 2023-24, the standalone Gross Revenue from Operations was Rs. 1,068.58 lakhs (Previous Year: Rs. 1,363.39 lakhs). The Profit stood at Rs. 689.80 lakhs (Previous Year: Rs. 977.98 lakhs).

The Consolidated Gross Revenue from operations for FY 2024 was Rs. 3,482.08 lakhs (Previous Year: Rs. 4,123.51 lakhs). The Consolidated profit stood at Rs. 347.90 lakhs (Previous Year: Rs. 974.69 Lakhs). The Board of Directors has not recommended payment of dividend.

There is no change in the nature of business of the As per the letter dated 19 January, 2024 received from the Reserve Bank of India, the Company is an unregistered Core Investment Company (CIC) as on March 31, 2024.

During the year, no significant or material orders have been passed by any regulator, court or tribunal impacting the Company's operation in future. There are no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year i.e. March 31, 2024 and the date of this report.

Details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report attached to this Report and marked as ‘Annexure A'.

3. Share Capital

As on March 31, 2024, the Authorized Share Capital of the Company stood at Rs. 35,00,00,000/- (Rupees thirty five crore) divided into 30,500,000 (Three crores five lakhs) Equity Shares of Rs. 10/- (Rupees ten) each; 450,000 (Four Lakhs Fifty thousand) Preference Shares of Rs.100/- each and there is no change in the authorised capital during the year.

The Issued and Subscribed Share Capital of your Company, as on 31st March, 2024, stands at Rs.10,00,36,870/- (Rupees Ten Crores Thirty Six Thousand Eight Hundred and Seventy) divided into 10,003,687 Equity Shares of Rs. 10/- each.

4. Subsidiary, Associate and Joint Venture

As on March 31, 2024, the Company has one subsidiary viz. Cinnatolliah Tea Limited. The Company has formulated a policy for determining material subsidiaries in line with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'). The said Policy is being disclosed on the Company's website at the web-link http://www.birla-sugar.com/Assets/Ganges/ Ganges-Securities-Policy-on- Determination-of-Materiality.pdf.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this 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 subsidiary is given in Form AOC-1 forms part of this Report and marked as ‘Annexure - ‘B'.

Except the above, no other body corporate has become or ceased to be a subsidiary, joint venture or associate of the Company during the year.

5. Directors

The Board of Directors comprises of 5 (five) Non-Executive Directors having experience in varied fields and a Managing Director. Out of five Non- Executive Directors, three are Independent Directors. Mrs. Nandini Nopany is the Non-Executive Chairperson of the Company. The Board is duly constituted with proper balance on Executive, Non-executive, Independent and Woman Directors.

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mrs Nandini Nopany [DIN: 00051362], retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible offers herself for re-appointment.

During the year, Mrs Urvi Mittal and Mr Cheddi Lal Agarwal have been reappointed as Managing Director and Independent Director of the Company for a term of three years and five years respectively. In accordance with Regulation 17(1A) of the Listing Regulations, consent of the shareholders has been accorded by way of Special Resolution for continuation of directorship of Mrs Nandini Nopany, Mr Cheddi Lal Agarwal and Mr Arun Kumar Newar beyond the age of 75 (seventy-five) years.

Other information on the Director(s) including required particulars of Directors retiring by rotation is provided in the Notice convening the Annual General Meeting.

The Board of Directors is of the opinion that the Independent Directors are persons of integrity with high level of ethical standards, they possess requisite expertise and experience for appointment as Independent Directors of the Company.

A certificate has been obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, is enclosed as Annexure "C" to this Report.

6. Key Managerial Personnel

The following directors / executives of your Company are whole-time Key Managerial Personnel (KMPs) as on 31st March, 2024 in accordance with the provisions of Section 203 of the Act 2013:

Mrs Urvi Mittal – Managing Director

Mr. Vikash Goyal – Chief Financial Officer.

Ms Vijaya Agarwala resigned from the position of Company Secretary of the Company with effect from November 06, 2024.

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to Directors & employees of the Company and a declaration to the said effect by the Managing Director is made part of Corporate Governance Report which is enclosed as ‘Annexure D' to this Report. All Directors have confirmed compliance with the provisions of Section 164 of the Act. The Code is available on the Company's website at the web link- http://birla-sugar.com/Assets/Ganges/ Ganges-Securities-Code-of"Conduct. pdf

7. Familiarisation Programme

Periodic presentations are made at the Board Meetings with respect to business performance and updates on business strategy of the Company. The details of the familiarization programme (other than through meeting of Board and its Committees) imparted to Independent Directors is uploaded on the website of the Company and available at the weblink- http://www.birla-sugar.com/Assets/ Ganges/Familiarisation"Programme"for"Independent"Director"-"Ganges"Securities"Limited.pdf

The details of the training and familiarization program are provided in the Corporate Governance report. Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, duties and responsibilities. The format of such letter of appointment is available at the website of the Company at http://www.birla-sugar.com/Assets/Ganges/Terms-and- conditions-of- appointment-of-Independent-Directors2.pdf

8. Policy on Directors' appointment and remuneration

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management of the Company. The objective of the Policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.

The Policy, inter-alia, includes the appointment criterion & qualification requirements, process for appointment & removal, retirement policy and remuneration structure & components, etc. of the Directors, KMP and other senior management personnel of the Company. As per the Remuneration Policy, a person proposed to be appointed as Director, KMP or other senior management personnel should be a person of integrity with high level of ethical standards.

We afirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. A copy of the said Policy is available at the website of the Company at the weblink http://www.birla-sugar.com/Assets/Ganges/ Remuneration-Policy"Ganges.pdf.

9. Meetings of the Board

A calendar of Meeting is prepared and circulated in advance to the Directors. The Board evaluates all the decisions on a collective consensus basis amongst the Directors. The intervening gap between Meetings was within the period prescribed under the Act. During the financial year ended March 31, 2024, 6 (six) Meetings of the Board of Directors of the Company were held. The details of the Board Meetings held during the financial year 2023-24 have been furnished in the Corporate Governance Report forming part of this Annual Report.

The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Act.

10. Committees of the Board

As on March 31, 2024, there are three Board constituted Committees viz: as Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The details of the terms of reference, number and dates of meetings held, attendance of the Directors and remuneration paid to them are separately provided in the Corporate Governance Report, which forms an integral part of this Report.

11. Loans, Guarantee and Investments

During the year under review, the Company has not given any corporate guarantees covered under the provisions of Section 186 of the Act. Details on particulars relating to investments/loans under Section 186 of the Act are provided in notes to the Financial Statements.

12. Related Party Contracts / Arrangements

All related party transactions entered into during the financial year, if any, were on an arm's length basis and in the ordinary course of business. Suitable disclosures as required by the Indian Accounting Standards (Ind AS 24) have been made in the notes to financial statements. Form No. AOC - 2 is annexed to this Report as ‘Annexure-E'.

The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions and accordingly all Related Party Transactions are placed before the Audit Committee as also the Board for approval. 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. The said Policy is available on the Company's website at the weblink http://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Related-Party-Transaction-Policy.pdf

13. Public Deposits

The Company has not accepted any deposits from the public and as such there are no outstanding deposits within the meaning of the provisions of Section 73 of the Act, read with Companies (Acceptance of Deposit) Rules 2014. There was no public deposit outstanding as at the beginning and end of the financial year 2023-24.

14. Risk Management and Internal Financial Controls

Business Risk Evaluation and Management is an ongoing process within the organization. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were reviewed and no reportable material weakness was observed.

The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

15. Whistle Blower / Vigil Mechanism

The Company has established a vigil mechanism and adopted whistle blower policy, pursuant to which whistle blowers can report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct policy.

The mechanism provides adequate safeguards against victimization of persons who use this mechanism. The said Policy can be accessed on the Company's website at the weblink http://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Whistle-Blower-Policy.pdf During the year, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

16. Corporate Governance & Annual Return

Your Directors strive to maintain highest standards of Corporate Governance. The declaration of the Managing Director confirming compliance with the ‘Code of Conduct' of the Company Report and Auditor's Certificate confirming compliance with the conditions of Corporate Governance are enclosed as ‘Annexure F' and ‘Annexure G' to this Report respectively.

Pursuant to the provisions of Section 134(3) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in prescribed Form MGT-7 for the financial year ended March 31, 2024 is uploaded on the website of the Company at https://www.birla-sugar.com/Ganges-Shareholders-Info/Ganges-Annual-Return.

a. Statutory Auditors

M/s. J K V S & CO., Chartered Accountants, having Firm Registration No. 318086E, were appointed as Statutory Auditors at the 8th Annual General Meeting of the Company, to hold office for a term of 5 (five) years from the conclusion of 8th AGM till the conclusion of the 13th AGM. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by the Auditors on the financial statement of the Company forms part of this Report. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Messrs Vinod Kothari & Company, Practising Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report is annexed herewith as ‘Annexure H1' and is self- explanatory and does not call for any further comments. In addition to the above, pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the material unlisted subsidiary of the Company viz., Cinnatolliah Tea Limited forms part of this Report and are marked as ‘Annexure – H2'.

c. Internal Auditor

Pursuant to the provisions of Section 138 of the Act, and the Companies (Accounts) Rules, 2014, your Company has, on the recommendation of the Audit Committee re-appointed Messrs M Parasrampuria & Co., Chartered Accountants to conduct Internal Audit of the Company for the financial year 2023-24.

18. Corporate Social Responsibility (CSR) Policy

The provisions of Section 135 of the Act, relating to Corporate Social Responsibility are not applicable to the Company for the year under review.

19. Investor Education and Protection Fund

The provisions pertaining to Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, are not applicable to your Company for the year under review.

20. Energy Conservation, Technology absorption and Foreign Exchange Earnings & Outgo

The Company being primarily involved in investment activities, there is no significant consumption and energy intensity in terms of the provisions of Section 134(3)(m) of the Act,. There was no foreign exchange inflow or outflow during the year under review.

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, no complaint / case was filed pursuant to Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013.

22. Particulars of Employees

During the year under review, there was no employee in the Company who was in receipt of remuneration as required to be disclosed under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the financial year has been nil. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary and the percentage increase in the median remuneration of employees in the financial year are nil. The details of average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration is not applicable. Detail of remuneration paid to the Directors for the financial year 2023-24 forms part of the Corporate Governance Report. Remuneration to all the Directors and Key Managerial Personnel is as per the remuneration policy of the company.

23. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act,:

a. that in the preparation of the annual Financial Statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c. that proper and sufficient care has been taken 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;

d. that the annual Financial Statements have been prepared on a going concern basis;

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

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

24. CEO/CFO Certification

Mrs Urvi MIttal, Managing Director, and Mr Vikash Goyal, Chief Financial Officer of the Company provide annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. They also provide quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations.

25. Acknowledgement

Your Directors take this opportunity of recording their appreciation of the shareholders, financial institutions and bankers, for extending their support to the Company. The Board of Directors also convey its sincere appreciation of the commitment and dedication of the employees at all levels.