Ganesh Consumer Products Limited

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[Formerly Known as Ganesh Grains Limited] Trinity Tower, 83. Topsia Road (South), 3[rd] Floor Kolkata - 700046, West Bengal, India Phone :+91 334015 7900 / 6633 6633 Fax :+91 33 4018 7912 Email : [email protected] Website: ganeshconsumer.com CIN: L15311WB2000PLC091315

DECEMBER 23[rd] , 2025

To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. C/1, G- Block Dalal Street Bandra Kurla Complex, Bandra (East) Mumbai -400001 Mumbai- 400001 Maharashtra, India Maharastra, India Scrip Code – 544528 NSE Symbol- GANESHCP

Subject: Intimation pursuant to Regulations 30 and 44 of the SEBI (Listing Obligations and Disclosure - Requirements) Regulations, 2015 Notice convening Extraordinary General Meeting of the shareholders of the Company on Friday, 16[th] January 2026 at 1.00 P.M. (IST) through Video Conferencing (“VC”) / Other Audio -Visual Means (“OAVM”)

Dear Sir/Madam,

Pursuant to Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , we wish to inform you that the Extra Ordinary General Meeting (“EGM”) of GANESH CONSUMER PRODUCTS LIMITED is scheduled to be held on Friday, 16[th] day of January, 2026 at 1.00 P.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to seek the approval of the members on the resolutions as provided in the enclosed EGM Notice dated 23[rd] December, 2025, in compliance with the applicable provisions of the Ministry of Corporate Affairs (“MCA”) and SEBI Listing Regulations read with the Circulars / Notifications issued from time to time by MCA / SEBI.

The notice of the EGM along with its annexures is being sent only through electronic mode to those members whose email addresses are registered with the Company/Depository Participants as on 19[th] December, 2025, being the “Cutoff Date” for determining shareholders for sending notice of EGM. The deemed venue for the EGM shall be the Corporate Office of the Company.

The Notice of the EGM of the company along with its annexures can be accessed on the website of the Company at www.ganeshconsumer.com. The same is also available on the websites of National Securities Depository Limited ('NSDL') at www.evoting.nsdl.com and the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively.

The Company has fixed Friday, 09[th] January, 2026 as the “Cut-off Date” for the purpose of determining the members eligible to vote on the resolutions set out in the Notice of the EGM.

In terms of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has provided the facility to vote by electronic means (remote e-voting) on the resolutions as set out in the EGM Notice. The remote e-voting shall commence on Tuesday, 13[th] January, 2026 at 9:00 A.M (IST) and ends on Thursday, 15[th] January ,2026 at 5:00 P.M (IST).

Regd. Office – 88. Burtolla Street, Kolkata – 700 007, West Bengal, India

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Ganesh Consumer Products Limited

The facility for e-voting shall be made available at the EGM to the Members attending the meeting, who have not cast their votes through remote e-voting facility

The Company has engaged National Securities Depository Limited (NSDL) for facilitating e-voting through electronic means, as the authorized agency

Please find below calendar set in terms of Companies Act 2013 and Rules framed thereunder read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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PARTICULARS OF EVENTS SCHEDULED DATES
“Cut-off Date” for voting by Shareholders to cast their vote Friday, 09 [th] January, 2026
and participation in EGM through VC. The members on “Cut-
off Date” would be eligible to cast their votes through remote
e voting and e voting during EGM
E- Voting Start Date with Time Tuesday, 13 [th] January, 2026 at 9:00 A.M (IST)
E- Voting End Date with Time Thursday, 15 [th] January, 2026 at 5:00 P.M (IST)
Day, Date and time of EGM Friday, 16 [th] January, 2026 at 1:00 P.M (IST)
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The copy of the Notice of Extra Ordinary General Meeting is attached herewith.

The Company has appointed M/s N.K & Associates, Company Secretaries, to act as the Scrutinizer to scrutinize the remote e-Voting process in a fair and transparent manner

Kindly take the same on your record.

Thanking You

For Ganesh Consumer Products Limited

Narendra Digitally signed by Narendra Mishra Mishra Date: 2025.12.23 17:27:53 +05'30'

Narendra Mishra Company Secretary and Compliance Officer Membership No. A46018

Regd. Office – 88. Burtolla Street, Kolkata – 700 007, West Bengal, India

Ganesh Consumer Products Limited [Formerly Known as Ganesh Grains Limited] Trinity Tower, 83. Topsia Road (South), 3[rd] Floor Kolkata - 700 046, West Bengal, India Phone :+91 334015 7900 / 6633 6633 Fax :+91 33 4018 7912 Email : [email protected] Website: ganeshconsumer.com CIN: L15311WB2000PLC091315

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting (Serial No. EGM 2025-26/01) of the Shareholders of Ganesh Consumer Products Limited will be held on Friday the 16[th] day of January, 2026 at 1:00 P.M. at the Corporate Office of the Company at Trinity Tower, 3[rd] Floor, 83 Topsia Road (South), Kolkata-700046 through video conferencing (V.C)/ other audio-visual means (OAVM) to transact the following agenda items as Special Business:

SPECIAL BUSINESS:

1. APPROVAL OF ‘GANESH CONSUMER PRODUCTS LIMITED – EMPLOYEE STOCK OPTION SCHEME 2025’

To consider and if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder, the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021, as amended and enacted from time to time read with all circulars and notifications issued thereunder (“ SBEB Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the relevant provisions of Articles of Association of Ganesh Consumer Products Limited (“Company”) and subject to further such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions, sanctions, the consent of the members’ of the Company be and is hereby accorded to the introduction of ‘Ganesh Consumer Products Limited – Employee Stock Option Scheme 2025’ (“ESOS 2025” or “Scheme”) and implementation through an irrevocable employee welfare trust namely ‘ Ganesh Employee Welfare Trust ’ (“ Trust ”) registered on 17/12/2025 by the Company, the salient features of which are furnished in the Explanatory Statement annexed to this notice, and authorizing the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee which the Board has

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

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Email : [email protected] Website: ganeshconsumer.com CIN: L15311WB2000PLC091315

constituted) to create, offer, issue, grant and allot from time to time, in one or more tranches, not exceeding 8,08,000 (Eight Lakh Eight Thousand Only) employee stock options (“Options”) to the eligible employees of the Company, exclusively working in India or outside, as determined in terms of the Scheme, exercisable into not more than 8,08,000 (Eight Lakh Eight Thousand Only) equity shares of face value of ₹ 10/- (Rupees Ten Only) each fully paid-up (“ Shares ”), to be sourced from the secondary acquisition by the Trust, where one Option would convert into one Share upon exercise, on such terms and in such manner, in accordance with the provisions of the applicable laws and the provisions of the Scheme.

RESOLVED FURTHER THAT the Shares as specified hereinabove shall be transferred by the Trust to the grantees upon exercise of Options in accordance with the terms of the grant and provisions of the Scheme and such Shares shall rank pari passu in all respects with the then existing Shares of the Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division and others, if any additional Options to be granted by the Company, for the purpose of making a fair and reasonable adjustment to the Options granted earlier, the ceiling of total number of Options and Shares specified above shall be deemed to be increased to the extent of such additional Options granted.

RESOLVED FURTHER THAT in case the Shares of the Company are either sub-divided or consolidated, then the number of Shares to be allotted and the price of acquisition payable by the eligible employees under the Scheme shall automatically stand reduced or augmented, as the case may be, in the same proportion as the face value per Share shall bear to the revised face value of the Shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the said eligible employees.

RESOLVED FURTHER THAT the trustees of the Trust shall ensure compliance of the provisions of the SBEB Regulations, Companies Act, 2013 and rules made thereunder and all other applicable laws at all times in connection with acquisition, holding and dealing in the Shares of the Company including but not limited to maintenance of proper books of account, records and documents with appropriate disclosures as prescribed.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

RESOLVED FURTHER THAT the Company and the Trust shall conform to the accounting policies prescribed from time to time under the SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable to Scheme.

RESOLVED FURTHER THAT the Board, be and is hereby authorized at any time to modify, change, vary, alter, amend, suspend or terminate the Scheme subject to the compliance with the applicable laws and regulations and further subject to consent of the members’ by way of special resolution to the extent required under SBEB Regulations, and to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the Scheme and do all other things incidental and ancillary thereof in conformity with the provisions of the Companies Act, 2013, SBEB Regulations, the relevant provisions of the Memorandum of Association and Articles of Association of the Company and any other applicable laws in force to give effect to this resolution .”

2. APPROVAL FOR SECONDARY ACQUISITION OF SHARES THROUGH TRUST ROUTE FOR THE IMPLEMENTATION OF ‘GANESH CONSUMER PRODUCTS LIMITED – EMPLOYEE STOCK OPTION SCHEME 2025’

To consider and if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder, the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021, as amended and enacted from time to time read with all circulars and notifications issued thereunder (“ SBEB Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the relevant provisions of Memorandum of Association and Articles of Association of Ganesh Consumer Products Limited (“Company”) and subject to further such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

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Email : [email protected] Website: ganeshconsumer.com CIN: L15311WB2000PLC091315

prescribed or imposed while granting such approvals, permissions, sanctions, consent of the members’ be and is hereby accorded to authorize the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee which the Board has constituted) to acquire not exceeding 8,08,000 (Eight Lakh Eight Thousand Only) equity shares of face value of ₹ 10/- (Rupees Ten Only) each fully paid-up (“Shares”), by way of secondary acquisition, from time to time, in one or more tranches, for implementation of ‘Ganesh Consumer Products Limited – Employee Stock Option Scheme 2025’ (“ESOS 2025” or “Scheme”), through an irrevocable employee welfare trust namely ‘ Ganesh Employee Welfare Trust ’ (“ Trust ”) registered on 17/12/2025 by the Company, in due compliance with the provisions of the SBEB Regulations and other applicable laws.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, change in capital structure, or other re-organization, the ceiling aforesaid in terms of number of Shares intended to be purchased by the Trust from secondary acquisition shall be adjusted with a view to facilitate fair and reasonable adjustment to the eligible employees as per provisions of the SBEB Regulations and such adjusted number of Shares shall be deemed to be the ceiling as originally approved.

RESOLVED FURTHER THAT the Trust shall not deal in derivatives and shall undertake only delivery-based transactions for the purposes of secondary acquisition as permitted under the SBEB Regulations.

RESOLVED FURTHER THAT the Trustees of the Trust shall not vote in respect of the shares acquired and held by such Trust.

RESOLVED FURTHER THAT for the purpose of giving effect to the forgoing, the Board be and is hereby authorized to act on behalf of the Company, without being required to specifically seek any further consent or approval of the members’ of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution and to do all such acts, deeds, matters and things as the Board may at its discretion deem necessary or desirable for such purpose, including without limitation the drafting, finalization, entering into and execution of any arrangements or agreements and to delegate its authority under this resolution to any committee or personnel of the Company as the Board may deem fit.”

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

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Email : [email protected] Website: ganeshconsumer.com CIN: L15311WB2000PLC091315

3. APPROVAL FOR PROVISION OF MONEY BY THE COMPANY FOR PURCHASE OF ITS OWN SHARES BY GANESH EMPLOYEE WELFARE TRUST UNDER THE ‘GANESH CONSUMER PRODUCTS LIMITED – EMPLOYEE STOCK OPTION SCHEME 2025’ (“ESOS 2025” OR

“SCHEME”)

To consider and if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of the Section 67 of the Companies Act, 2013 read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 3(8) of the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, as amended and enacted from time to time read with all circulars and notifications issued thereunder (“ SBEB Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the relevant provisions of Memorandum of Association and Articles of Association of Ganesh Consumer Products Limited (“ Company ”), and subject to further such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, consent of the members’ be and is hereby accorded to authorize the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee which the Board has constituted), to grant a loan, provide guarantee or security in connection with a loan granted or to be granted, in one or more tranches, to the irrevocable employee welfare trust namely ‘ Ganesh Employee Welfare Trust ’ (“Trust”) registered on 17/12/2025 by the Company, by such sum of money not exceeding 5% (Five Percent) of the aggregate of the paid-up capital and free reserves of the Company, with a view to enable the Trust to acquire equity shares of the Company of face value of ₹ 10/- (Rupees Ten Only) each fully paid-up (“ Shares ”), by way of secondary acquisition, for implementation of ‘Ganesh Consumer Products Limited – Employee Stock Option Scheme 2025’ (“ESOS 2025” or “Scheme”).

RESOLVED FURTHER THAT the Trust shall use the loan amount disbursed from time to time only for the purposes of the Scheme strictly in accordance with the provisions of SBEB Regulations.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

RESOLVED FURTHER THAT the loan provided by the Company shall be interest free with tenure of such loan based on term of the Scheme and shall be repayable to the Company from realization of proceeds of exercise/ permitted sale/ transfer of Shares and any other eventual income of the Trust.

BY ORDER OF THE BOARD OF DIRECTORS FOR GANESH CONSUMER PRODUCTS LIMITED.

Narendra Digitally signed by Narendra Mishra Mishra Date: 2025.12.23 15:27:46 +05'30'

NARENDRA MISHRA COMPANY SECRETARY & COMPLIANCE OFFICER MEMBERSHIP NO. A46018

PLACE: KOLKATA DATE: 23/12/2025

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

Notes :

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the business under Item no. 1to 3 is annexed hereto.
The Ministry of Corporate Affairs (“MCA”) has vide its circular dated September 22, 2025, read with circulars dated September 19, 2024, September 25, 2023, December 28, 2022, May 5, 2022, December 14, 2021, January 13, 2021, May 5, 2020, April 13, 2020 and April 8, 2020 (“MCA Circulars”) permitted the holding of the EGM through Video Conferencing(“VC”), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 and MCA Circulars, the EGM of the Company will also be held through VC/OAVM. The facility of remote e-voting will be available during the prescribed time period before the meeting and through e-voting platform available during the meeting. In compliance with the General Circular no. 20/2020 issued by the MCA, item mentioned in special business in this EGM Notice are considered unavoidable and forms part of this Notice.
Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e- Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the EGM will be provided by NSDL.
In compliance with the relevant MCA Circulars and SEBI Circular, the Notice of the EGM and other documents are being sent only through electronic mode to those Members whose email addresses are registered with the Company/ RTA. Members may note that the notice will also be available on the company’s website at ganeshconsumer.com.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

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Email : [email protected] Website: ganeshconsumer.com CIN: L15311WB2000PLC091315

Corporate members are requested to forward in a scanned copy (PDF/JPEG format) or hard copy a certified copy of the Board resolution authorizing their representatives to attend and vote at the EGM.
Participation of Members through VC will be reckoned for the purpose of quorum for the EGM as per section 103 of the Companies Act, 2013.
The statutory registers maintained shall be available for inspection by the Members at the Extraordinary General Meeting (EGM). All documents referred to in the Notice calling the EGM and the Explanatory Statement are available with the Company for inspection by the Members. The same will be shared with the members on receipt of request.
In case a poll is demanded, Chairman shall follow the procedure provided in Section 109 of the Companies Act, 2013 and rules made thereunder.
In view of the ‘Green Initiatives in Corporate Governance’ introduced by MCA and in terms of the provisions of the Companies Act, 2013, members who are holding shares of the Company in physical mode, are required to register their email addresses, so as to enable the Company to send all notices/ reports/ documents/ intimations and other correspondences, etc., through emails in the electronic mode instead of receiving physical copies of the same. Depository Participant(s)dematerialized form, who have not registered their email addresses with Depository Participant(s), are requested to register /update their email addresses with their Depository Participant(s).
On the date of the meeting i.e., on January 16[th] , 2026, the Members, Directors, Key Managerial Personnel, and all other persons authorized to attend the meeting, may join, using the link provided from 1:00 P.M to 2:30 P.M and post that no person shall be able to join the meeting.
The Company has appointed M/s N.K & Associates, Company Secretaries, to act as the Scrutinizer to scrutinize the remote e-Voting process in a fair and transparent manner and they have communicated their willingness to be appointed and be available for the purpose.
Members holding shares in physical mode are requested to register their e-mail addresses with MUFG Intime India Pvt. Ltd. (“RTA”), and Members holding shares in demat mode are requested to register their e-mail addresses with their respective Depository Participants (DPs) in case the same is still not registered. If there is any change in the e-mail address already registered with the Company, members are requested to immediately notify such change to MUFG Intime India Pvt. Ltd. (“RTA”) in respect of shares held in physical form and to their respective DPs in respect of shares held in electronic form.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

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Ganesh Consumer Products Limited

[Formerly Known as Ganesh Grains Limited] Trinity Tower, 83. Topsia Road (South), 3[rd] Floor Kolkata - 700 046, West Bengal, India Phone :+91 334015 7900 / 6633 6633 Fax :+91 33 4018 7912

Email : [email protected]

Website: ganeshconsumer.com

CIN: L15311WB2000PLC091315

The Members, whose names appear in the Register of Members/list of Beneficial Owners as on January 9[th] , 2026 i.e. being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. The voting right of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date. A person who is not a Member as on the cutoff date should treat this Notice of EGM for information purpose only.
Members may cast their votes on electronic voting system from any place (remote e-voting). The remote e-voting period will commence at 09:00 A.M. (IST) on January 13[th] 2026 and will end at 05:00 P.M. (IST) on January 15[th] , 2026. In addition, the facility for voting through e-voting system shall also be made available during the EGM. Members attending the EGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the EGM. Members who have voted through remote e-voting shall be eligible to attend the EGM, however, they shall not be eligible to vote at the meeting.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

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Type of Login Method
shareholders
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method

Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e- Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

	‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all

‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page. Click on
company name ore-Voting service provider i.e. NSDLand you will
be redirected to e-Voting website of NSDL for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during
the meeting.
5. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for
seamless voting experience.

Individual
Shareholders
holding securities
in demat mode
with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
available to reach e-Voting page without any further authentication.
The users to login Easi /Easiest are requested to visit CDSL website
www.cdslindia.com and click on login icon & New System Myeasi Tab
and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in progress
as per the information provided by company. On clicking the evoting
option, the user will be able to see e-Voting page of the e-Voting
service provider for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

		Ganesh Consumer Products Limited [Formerly Known as Ganesh Grains Limited] Trinity Tower, 83. Topsia Road (South), 3rdFloor Kolkata - 700 046, West Bengal, India Phone :+91 334015 7900 / 6633 6633 Fax :+91 33 4018 7912 Email : [email protected] Website:ganeshconsumer.com CIN: L15311WB2000PLC091315
		e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
	Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

		Phone :+91 334015 7900 / 6633 6633 Fax :+91 33 4018 7912 Email : [email protected] Website:ganeshconsumer.com CIN: L15311WB2000PLC091315
Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800-21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

	Ganesh Consumer Products Limited [Formerly Known as Ganesh Grains Limited] Trinity Tower, 83. Topsia Road (South), 3rdFloor Kolkata - 700 046, West Bengal, India Phone :+91 334015 7900 / 6633 6633 Fax :+91 33 4018 7912 Email : [email protected] Website:ganeshconsumer.com CIN: L15311WB2000PLC091315	Ganesh Consumer Products Limited [Formerly Known as Ganesh Grains Limited] Trinity Tower, 83. Topsia Road (South), 3rdFloor Kolkata - 700 046, West Bengal, India Phone :+91 334015 7900 / 6633 6633 Fax :+91 33 4018 7912 Email : [email protected] Website:ganeshconsumer.com CIN: L15311WB2000PLC091315
	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
5.	Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
	b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

	Ganesh Consumer Products Limited [Formerly Known as Ganesh Grains Limited] Trinity Tower, 83. Topsia Road (South), 3rdFloor Kolkata - 700 046, West Bengal, India Phone :+91 334015 7900 / 6633 6633 Fax :+91 33 4018 7912 Email : [email protected] Website:ganeshconsumer.com CIN: L15311WB2000PLC091315
	attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
	6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available onwww.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request [email protected] your demat account number/folio number, your PAN, your name and your registered address etc. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. 7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button.
	9. After you click on the “Login” button, Home page of e-Voting will open.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

CIN: L15311WB2000PLC091315 - Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status. 2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. 5. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. General Guidelines for shareholders 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login. 2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

CIN: L15311WB2000PLC091315

through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]
In case shares are held in demat mode, please provide DPID-CLID (16digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

CIN: L15311WB2000PLC091315

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-

The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.
Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Members who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/folio number, PAN and mobile number at [email protected] between January 12[th] , 2026 10:00 a.m. (IST) to January 14[th] 2026 5:00 P.M. (IST).

Only those Shareholders who have pre-registered themselves as a speaker will be allowed to express their views/ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013,

Item nos. 1 and 2:

The Company recognizes that equity-based compensation schemes serve as an effective mechanism to reward and incentivize talent within the organization. Equity-linked compensation is widely regarded as an integral component of employee remuneration across industries, as it aligns employee interests with long-term shareholder value creation. Such schemes foster a culture of ownership and contribute significantly to attracting, retaining, and motivating key talent in the context of the Company’s expanding business operations.

In view of the foregoing, it is proposed to implement an employee stock option scheme titled “Ganesh Consumer Products Limited – Employee Stock Option Scheme 2025” (“ ESOS 2025 ” or the “ Scheme ”), under which employee stock options (“ Options ”) shall be granted to eligible employees. For the purpose of administering the Scheme, the Company shall establish an irrevocable employee welfare trust under the name “Ganesh Employee Welfare Trust” (the “ Trust ”), which shall function under the supervision and control of the Nomination and Remuneration Committee (the “ Committee ”).

The acquisition of equity shares of the Company, having a face value of ₹10/- (Rupees Ten only) each (“ Shares ”), for the implementation of the Scheme shall be undertaken by way of secondary acquisition, in compliance with the limits prescribed under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ SBEB Regulations ”).

The proposed Scheme is designed not only to reward eligible employees but also to enhance shareholder value. Further, there shall be no additional equity dilution , as the Shares required for the Scheme shall be acquired through secondary acquisition by the Trust.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

Accordingly, the Committee and the Board of Directors of the Company (“ Board ”) have approved the draft of the Scheme subject to the approval of members’ of the Company, in their respective meetings held on 20/12/2025

In terms of Regulation 6 of the SBEB Regulations, the salient features of the Scheme are given as under:

a. brief description of the scheme:

Keeping the view of aforesaid objectives, the Scheme contemplates grant of Options to the eligible employees of the Company, exclusively working in India or outside India, as determined in terms of the Scheme and in due compliance of SBEB Regulations. After vesting of Options, the eligible employees earn a right (but not obligation) to exercise the vested Options within the exercise period and obtain Shares of the Company subject to payment of exercise price and satisfaction of any tax obligation arising thereon. The eligible employees are expected to receive benefits based on their contribution to creating value for shareholders.

The Committee shall act as the Compensation Committee and shall supervise the Scheme. All questions of interpretation of the Scheme shall be determined by the Committee, and such determination shall be final and binding upon all persons having an interest in the Scheme.

The Trust shall be responsible for the day-to-day administration and execution of the Scheme, in accordance with the directions and decisions of the Committee and subject to the provisions of applicable law and the Scheme.

b. total number of Options to be granted:

The total number of Options to be granted under the Scheme shall not exceed 8,08,000 (Eight Lakh Eight Thousand Only). Each Option when exercised would be converted into one Share of face value of ₹ 10/- (Rupees Ten Only) each fully paid-up.

In case of any corporate action(s) such as rights issue, bonus issue, merger, sale of division etc., a fair and reasonable adjustment needs to be made to the Options granted. In this regard, the Committee shall adjust the number and price of the Options granted in such a manner that the total value of the Options granted under the Scheme remain the same after any such corporate action. Accordingly, if any additional Options are granted by the Company, for making such fair and reasonable adjustment, the ceiling of aforesaid shall be deemed to be increased to the extent of such additional Options granted.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

c. identification of classes of employees entitled to participate in the Scheme:

Subject to determination or selection by the Committee, following classes of employees are eligible being:

i. an employee as designated by the Company, who is exclusively working in India or outside India; or
ii. a director of the Company, whether a whole-time director or not; including a non-executive director who is not a promoter or member of the promoter group;

but does not include

i) an employee who is a promoter or belonging to the promoter group;
ii) a director who either by himself or through his relatives or through any body corporate, directly or indirectly holds more than 10% (ten percent) of the outstanding Shares of the Company; or
iii) an independent director.

d. requirements of vesting and period of vesting:

All the Options granted on any date shall vest not earlier than the minimum vesting period of 1 (one) year and not later than maximum vesting period of 4 (Four) years from the date of grant.

The vesting of Options shall be contingent upon the employee's continued employment with the Company. In addition, the Committee, in its sole discretion, may impose specific performance criteria, the satisfaction of which shall be required for the Options to vest. The Committee shall have the authority to determine the performance parameters applicable to an employee or a class of employees, based on their respective roles, and to assign relative weightages to each parameter as it deems appropriate. The specific vesting schedule and vesting conditions subject to which vesting would take place would be outlined in the grant letter given to the Option grantee at the time of grant of Options.

In the event of death or permanent incapacity of an employee, the minimum vesting period of 1 ( One ) year shall not be applicable and in such instances, all the unvested Options shall vest with effect from date of the death or permanent incapacity.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

In case of retirement, all unvested Options as on the date of retirement would continue to vest in accordance with the original vesting schedules even after the retirement unless otherwise determined by the Committee in accordance with the company’s policies and provisions of the then prevailing applicable laws.

e. Maximum period within which the Options shall be vested:

All the Options granted on any date shall vest not later than maximum vesting period of 4 (Four) years from the date of each grant.

f. Exercise price or pricing formula:

The exercise price per Option shall be determined by the Committee. However, the exercise price per Option shall not be less than the face value of the Share of the Company.

g. Exercise period and the process of exercise:

The exercise period for vested Options shall be a maximum of 4 (four) years commencing from the date of each vesting or such other shorter period as may be prescribed by the Committee at the time of grant.

The vested Options shall be exercisable by the eligible employees by a written application to the Trust/ Company expressing his/ her desire to exercise such Options in such manner and in such format as may be prescribed by the Committee from time to time. Exercise of Options shall be entertained only after payment of requisite exercise price and satisfaction of applicable taxes by the eligible employee. The Options shall lapse if not exercised within the specified exercise period.

h. Appraisal process for determining the eligibility of employees under the scheme:

The appraisal process for determining eligibility shall be decided from time to time by the Committee. The broad criteria for appraisal and selection may include parameters like grade, criticality, skills, potential contribution, and such other criteria as may be determined by the Committee at its sole discretion, from time to time.

i. Maximum number of Options to be issued per employee and in aggregate:

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

The maximum number of Options under the Scheme that may be granted to each Employee per Grant and in aggregate (taking into account all grants) vary depending upon the designation and the appraisal/ assessment process, however, shall not exceed 2,02,000 (Two Lakh Two Thousand Only) Options at the time of grant.

j. Maximum quantum of benefits to be provided per employee under the scheme:

The maximum quantum of benefits contemplated under the Scheme are in terms of the maximum number of Options that may be granted to an eligible employee as specified in the Scheme.

Apart from the grant of Options as stated above, no other benefits are contemplated under the Scheme.

k. Route of the scheme implementation:

The Scheme shall be implemented and administered by the Trust of the Company.

l. Source of acquisition of shares under the scheme:

The Scheme contemplates acquisition of Shares not exceeding 8,08,000 (Eight Lakh Eight Thousand Only) from the secondary acquisition through the Trust.

m.Amount of loan to be provided for implementation of the scheme(s) by the Company to the trust, its tenure, utilization, repayment terms, etc.:

The Company shall provide necessary financial assistance by grant of loan, provision of guarantee or security in connection with a loan to the Trust, subject to 5% (Five Percent) of the paid-up capital and free reserves, being the statutory ceiling under SBEB Regulations. The loan amount may be disbursed in one or more tranches.

The loan provided by the Company shall be interest free with tenure of such loan based on term of the Scheme and shall be repayable to the Company from realization of proceeds of exercise/ permitted sale/ transfer of Shares and any other eventual income of the Trust.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

CIN: L15311WB2000PLC091315

The Trust shall utilise the loan amount disbursed from time to time strictly for the acquisition of the Shares to be utilized for the purposes of the Scheme.

n. Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the scheme:

The maximum number of Shares that may be acquired by way of secondary acquisition shall not exceed 8,08,000 (Eight Lakh Eight Thousand Only) which shall be well within the statutory limit as prescribed under the SBEB Regulations.

o. Accounting and Disclosure Policies:

The Company shall follow the relevant accounting standards as may be prescribed by the Central Government in terms of Section 133 of the Companies Act, 2013 and/ or any relevant accounting standards/ guidance note as may be prescribed by the Institute of Chartered Accountants of India or any other competent authority, from time to time, including the disclosure requirements prescribed therein, in compliance with Regulation 15 of SBEB Regulations.

p. Method of Option valuation:

The Company shall adopt ‘fair value method’ for valuation of Options as prescribed under IND AS 102 on Share-based payments or any accounting standard/ guidance note, as applicable, notified by competent authorities from time to time.

q. Declaration:

In case, the Company opts for expensing of share-based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the Options and the impact of this difference on profits and on Earning Per Share (EPS) of the Company shall also be disclosed in the Boards’ Report.

r. Period of lock-in:

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

CIN: L15311WB2000PLC091315

The Shares issued/ transferred pursuant to exercise of Options shall not be subject to any lock-in period restriction except such restrictions as may be prescribed under applicable laws including that under the code of conduct framed by the Company under the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulations, 2015, as amended, shall apply.

s. Terms & conditions for buyback, if any, of specified securities/ Options covered granted under the scheme:

Subject to the provisions of the then prevailing applicable laws, the Board shall determine the procedure for buy-back of the specified securities/ Options if to be undertaken at any time by the Company and the applicable terms and conditions thereof.

A copy of draft Scheme of Scheme is available for inspection at the Company’s corporate office during official hours on all working days till the last date of the e-voting.

None of the directors and key managerial personnel of the Company, including their relatives, are interested or concerned in the resolutions, except to the extent they may be lawfully granted Options under Scheme.

In this background, the Company seeks your approval by way of a special resolution pursuant to:

i. Section 62(1)(b) of the Companies Act, 2013 read with Regulation 3 and Regulation 6 of SBEB Regulations, for the implementation of Scheme through trust route, in agenda item no.1; and
ii. Regulation 6(3)(a) of the SBEB Regulations, for secondary acquisition of 8,08,000 (Eight Lakh Eight Thousand Only) Shares by Trust under the Scheme, in agenda item no. 2.

Item no. 3:

The Company intends to implement equity compensation scheme namely ‘Ganesh Consumer Products

Limited – Employee Stock Option Scheme 2025’ (“ESOS 2025” or “Scheme”) for which approval is sought from the members’ in separate resolutions at item nos. 1 and 2. This proposed Scheme shall be administered through an irrevocable employee welfare trust namely ‘ Ganesh Employee Welfare Trust’ (“Trust”) to be set up by the Company. The proposed Scheme contemplates acquisition of equity shares

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

CIN: L15311WB2000PLC091315

of face value of ₹ 10/- (Rupees Ten Only) each fully paid-up (“ Shares ”) of the Company from secondary acquisition through the Trust.

For facilitating acquisition, the amount of loan to be provided by the Company under the Scheme shall not exceed 5% (Five percent) of the aggregate of the paid-up capital and free reserves of the Company being the statutory ceiling as per the Section 67 of the Companies Act, 2013 read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 and relevant provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ SBEB Regulations ”).

The loan provided by the Company shall be interest free with tenure of such loan based on term of the Scheme and shall be repayable to the Company upon realization of proceeds on permitted sale/ transfer of Shares including realization of exercise price and any other eventual income of the Trust.

Necessary details in this regard are provided as under:

i. the class of employees for whose benefit the Scheme is being implemented, and money is being provided for acquisition of the Shares:

Following classes of employees are eligible being:

i. an employee as designated by the Company, who is exclusively working in India or outside India; or
ii. a director of the Company, whether a whole-time director or not; including a non-executive director who is not a promoter or member of the promoter group;

but does not include

i) an employee who is a promoter or belonging to the promoter group;
ii) a director who either by himself or through his relatives or through any body corporate, directly or indirectly holds more than 10% (ten percent) of the outstanding Shares of the Company; or
iii) an independent director.
ii. the particulars of the trustee or employees in whose favour such Shares are to be registered:

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

CIN: L15311WB2000PLC091315

It is contemplated that designated trustee shall acquire and hold the Shares of the Company in due compliance of the SBEB Regulations and Companies Act, 2013. An Employee shall be a registered owner of Shares pursuant to exercise of vested Options and transfer of corresponding number of Shares by the trustee.

iii.the particulars of trust and name, address, occupation and nationality of trustees and their relationship with the promoters, directors or key managerial personnel, if any:

The trust is in the nature of an irrevocable employee welfare trust with the name ‘ Ganesh Employee Welfare Trust’ (“ Trust ”) having its principal office at 88 Burtolla Street, Kolkata – 700007, West Bengal, India.

Details of the Trustee:

==> picture [461 x 37] intentionally omitted <==

----- Start of picture text -----

S. No Name Address Occupation Nationality
1 Catalyst Trusteeship GDA House, First Floor, Plot Business India
----- End of picture text -----

S. No Name Address Occupation Nationality	S. No Name Address Occupation Nationality	S. No Name Address Occupation Nationality	S. No Name Address Occupation Nationality	S. No Name Address Occupation Nationality
1	Catalyst Trusteeship	GDA House, First Floor, Plot	Business	India
	Limited	No. 85, S. No. 94 & 95, Bhusari Colony (Right), Kothrud Pune- 411038

The trustee has no relationship with the promoters, directors, or key managerial personnel of the Company.

iv. any interest of key managerial personnel, directors or promoters in such Scheme or trust and effect thereof:

Promoters are not eligible to be covered under the Scheme. However, key managerial personnel and directors (excluding independent directors) may be covered under the Scheme in due compliance with relevant applicable SBEB Regulations.

v. The detailed particulars of benefits which will accrue to the employees from the implementation of the Scheme:

The maximum quantum of benefits contemplated under the Scheme are in terms of the maximum number of Options that may be granted to an eligible employee as specified in the Scheme.

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

Apart from the grant of Options as stated above, no other benefits are contemplated under the Scheme.

vi. the details about who would exercise and how the voting rights in respect of the shares to be acquired under the Scheme would be exercised:

The trustee of the Trust shall not vote in respect of Shares held in the Trust as per extant SBEB Regulations. In this circumstance, the voting rights can be exercised by an eligible employee only when the Shares are transferred by the Trust to him/ her upon exercise.

None of the directors and/ or key managerial personnel of the Company including their relatives are interested or concerned in the Trust/ resolution, except to the extent of their entitlements, if any, under the Scheme.

In this background, the Company seeks your approval by way of a special resolution as set forth in the agenda item no. 3 of the notice, in terms of Section 67 of the Companies Act, 2013 read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 3(8) of the SBEB

Regulations, for approving provision of money by the Company for purchase of its own Shares by the Trust for the implementation of the Scheme.

BY ORDER OF THE BOARD OF DIRECTORS FOR GANESH CONSUMER PRODUCTS LIMITED.

Narendr Digitally signed by Narendra Mishra a Mishra Date: 2025.12.23 15:28:39 +05'30'15:28:39 +05'30'

a Mishra Date: 2025.12.23 15:28:39 +05'30'15:28:39 +05'30' NARENDRA MISHRA COMPANY SECRETARY & COMPLIANCE OFFICER MEMBERSHIP NO. A46018

PLACE: KOLKATA DATE: 23/12/2025

REGISTERED OFFICE: 88, BURTOLLA STREET, KOLKATA-700007

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Ganesh Consumer Products Limited — Proxy Solicitation & Information Statement 2025

61915_rns_2025-12-23_8713ce78-0a97-4988-8c83-4e2fe210d735.pdf

Ganesh Consumer Products Limited

DECEMBER 23[rd] , 2025

Ganesh Consumer Products Limited

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL BUSINESS:

1. APPROVAL OF ‘GANESH CONSUMER PRODUCTS LIMITED – EMPLOYEE STOCK OPTION SCHEME 2025’

2. APPROVAL FOR SECONDARY ACQUISITION OF SHARES THROUGH TRUST ROUTE FOR THE IMPLEMENTATION OF ‘GANESH CONSUMER PRODUCTS LIMITED – EMPLOYEE STOCK OPTION SCHEME 2025’

3. APPROVAL FOR PROVISION OF MONEY BY THE COMPANY FOR PURCHASE OF ITS OWN SHARES BY GANESH EMPLOYEE WELFARE TRUST UNDER THE ‘GANESH CONSUMER PRODUCTS LIMITED – EMPLOYEE STOCK OPTION SCHEME 2025’ (“ESOS 2025” OR

“SCHEME”)

Notes :

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

- How do I vote electronically using NSDL e Voting system?

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

How to Log-in to NSDL e-Voting website?

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013,

Item nos. 1 and 2:

a. brief description of the scheme:

b. total number of Options to be granted:

c. identification of classes of employees entitled to participate in the Scheme:

but does not include

d. requirements of vesting and period of vesting:

e. Maximum period within which the Options shall be vested:

f. Exercise price or pricing formula:

g. Exercise period and the process of exercise:

h. Appraisal process for determining the eligibility of employees under the scheme:

i. Maximum number of Options to be issued per employee and in aggregate:

j. Maximum quantum of benefits to be provided per employee under the scheme:

k. Route of the scheme implementation:

l. Source of acquisition of shares under the scheme:

m.Amount of loan to be provided for implementation of the scheme(s) by the Company to the trust, its tenure, utilization, repayment terms, etc.:

n. Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the scheme:

o. Accounting and Disclosure Policies:

p. Method of Option valuation:

q. Declaration:

r. Period of lock-in:

Item no. 3:

i. the class of employees for whose benefit the Scheme is being implemented, and money is being provided for acquisition of the Shares:

but does not include

iii.the particulars of trust and name, address, occupation and nationality of trustees and their relationship with the promoters, directors or key managerial personnel, if any:

Details of the Trustee:

iv. any interest of key managerial personnel, directors or promoters in such Scheme or trust and effect thereof:

v. The detailed particulars of benefits which will accrue to the employees from the implementation of the Scheme:

vi. the details about who would exercise and how the voting rights in respect of the shares to be acquired under the Scheme would be exercised:

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Ganesh Consumer Products Limited Proxy Solicitation & Information Statement 2025