Ganga Papers India Ltd Directors Report

TO THE MEMBERS,

The Directors of your Company have pleasure in presenting the Forty-First (41st) Boards Report along with the Audited Financial Statements for the financial year ended 31st March, 2025.

This Report outlines the Companys governance practices, risk management framework, and strategic outlook, offering stakeholders a transparent and comprehensive view of the Companys performance, progress, and future direction.

1. FINANCIAL HIGHLIGHTS AND SUMMARY

The financial performance of our Company for the financial year ended 31 March, 2025 is summarized below:

		(Rs. In Lakh)
PARTICULARS	FY 2024-25	FY 2023-24
Revenue from operations	25,769.13	24549.87
Other Income	38.08	32.08
Total Income	25,807.21	24,581.95
Total Expenses	25,602.40	24381.03
Profit Before Tax	204.82	200.91
Add/less: Exceptional items	-	-
Tax expense	49.55	53.13
Profit After Tax	155.27	147.78

Notes:

The above figures are extracted from the audited financial statements of the Company for the Financial Year ended 2024-25.

The financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) applicable on the Company.

For the year ended 31st March 2025, the Company demonstrated steady growth in its core operations and overall financial performance.

Revenue from operations increased by 4.97% to 25,769.13 lakh, compared to 24,549.87 lakh in the previous year.

Other income rose significantly by 18.70% to 38.08 lakh, as against 32.08 lakhs recorded in the preceding financial year, contributing to a total income growth of 4.98% to 25,807.21 lakh, up from 24,581.95 lakhs in the prior year.

Total expenses also increased by 5.01% to 25,602.40 lakh, compared to 24,381.03 lakhs in the preceding year, keeping pace with the growth in income. Despite this, the Company maintained efficient cost management, as evidenced by the close alignment between expenses and revenue.

Profitability improved modestly, with profit before tax rising by 1.95% to 204.82 lakh, from 200.91 lakhs in the previous fiscal year. The Company benefited from a 6.74% reduction in tax expense, which decreased to 49.55 lakh from 53.13 lakh in the previous year. As a result, profit after tax increased by 5.07% to 155.27 lakh, compared to 147.78 lakh recorded in FY 2023 24.

No exceptional items were recorded during the year, indicating that the reported results reflect the Companys core business activities. Overall, the Companys stable profit margins and prudent financial management underscore its ability to deliver sustainable growth and maintain healthy financial stability.

2. STATE OF COMPANYS AFFAIRS & OUTLOOK

During the financial year 2024-25, the Company continued its core operations in the production of Kraft Papers, News Print, writing and printing papers in India. The year bought a mix of opportunities and challenges as the Company navigated evolving market conditions, regulatory shifts, and competitive pressures. Despite these dynamics, the Company remained focused on operational efficiency and market responsiveness.

The Companys financial results for the year reflect disciplined cost management and working capital optimization, contributing to resilience amid industry fluctuations. Key financial indicators including revenue from operations, profitability, and return on capital employed were analysed in the context of broader economic and sector trends. Robust risk management and internal control frameworks, under the oversight of the Board, ensured regulatory compliance and safeguarded stakeholder interests.

Looking forward, the Board remains optimistic about the Companys prospects and is committed to innovation, customer satisfaction, and sustainable growth. Strategic investments in technology and human resources will be pursued to strengthen the Companys market position. With a solid financial foundation and experienced leadership, the Company is well-positioned to achieve its long-term objectives and deliver value to shareholders and stakeholders. The Board will continue to regularly review and refine business strategies to ensure alignment with these goals.

3. SHARE CAPITAL & LISTING INFORMATION

The Authorized Share Capital of the Company is 11,00,00,000 and the paid-up share capital is 10,78,88,860 comprising of 1,07,88,886 equity shares of 10 each. The equity shares of the Company are listed on Bombay Stock Exchange (BSE). No additional capital was issued during the financial year 2024 25.

4. CHANGE IN THE NATURE OF BUSINESS

During the financial year 2024-25, there has been no change in the nature of the business activities of the Company. The Board remains committed to pursuing the current business objectives and strategies as set forth in previous reports.

5. RESERVES AND SURPLUS

As on 31st March 2025, the Other Equity of the Company stood at 1,987.21 lakh, comprising the following components:

During the financial year 2024 25, the Company earned a net profit of 155.27 lakh, which was fully transferred to retained earnings. Accordingly, retained earnings increased from 390.37 lakh in the previous year to 545.64 lakh at the end of the reporting period.

No amount was transferred to any specific reserves during the year. The accumulated surplus will be retained to fund future business growth, meet working capital needs, and strengthen the Companys financial position.

6. DIVIDEND DECLARATION

The Board of Directors has not recommended any dividend for the financial year ended 31st March 2025. This decision has been taken to retain profits for future business requirements and to support the Companys long-term growth objectives.

7. PUBLIC DEPOSITS

During the financial year 2024 25, the Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount remains unpaid or unclaimed as deposits as on 31st March 2025.

8. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of loans, guarantees, and investments made by the Company during the financial year are provided in the notes to the accompanying financial statements. Accordingly, the Board draws attention to the relevant notes for a comprehensive understanding of these transactions.

9. DETAILS OF HOLDING, SUBSIDIARY/JOINTVENTURES/ ASSOCIATE COMPANIES

During the financial year 2024-25, the Company did not have any holding company, subsidiary, joint venture, or associate company as defined under the Companies Act, 2013.

Accordingly, the requirements related to disclosure of such relationships are not applicable.

10.PERFORMANCE EVALUATION

In accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, has established a formal framework for the annual evaluation of individual Directors, the Board as a whole, and its Committees. This framework is designed to assess board composition, communication, decision-making, and overall effectiveness, ensuring alignment with the organizations strategic objectives and governance best practices. The evaluation process is regularly monitored, reviewed, and updated to reflect new compliance requirements and evolving business needs.

For the financial year 2024-25, the annual performance evaluation was conducted as per the approved framework. The process involved the use of structured questionnaires and feedback mechanisms to evaluate the performance of individual Directors, the Board, and its committees. Additionally, the independent directors held a separate meeting on 26th March, 2025 to review the performance of non-independent directors, the Chairperson, and the Board as a whole, and to assess the timeliness and adequacy of information flow within the Company.

Based on the evaluation outcomes, the Board is satisfied that the Independent Directors possess the necessary expertise, experience, and integrity to fulfil their roles effectively. The Board remains committed to continuous improvement in governance practices and will continue to refine the evaluation framework to ensure accountability, transparency, and alignment with the Companys goals.

11.FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

In accordance with the provisions of Regulations 25(7) and 46(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company conducts familiarization programmes for its directors, particularly Independent Directors, to provide them with a comprehensive understanding of their roles, responsibilities, and the Companys business operations.

These programmes are conducted proactively and at regular intervals to apprise the Directors of the Companys strategic initiatives, operational updates, and significant regulatory developments applicable to the Company.

During the financial year 2024 25, a familiarization programme was conducted on 26th March, 2025, covering key updates on statutory and regulatory changes, as well as the Companys business performance and future outlook.

The details of the familiarization programme are provided in the Corporate Governance Report and are also available on the Companys website at: https://www.gangapapers.com/admin/sites/default/files/1558433714308.pdf

12.DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all Independent Directors pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

Further, the Company has received declarations from all Independent Directors regarding compliance with Rule 6(1) and Rule 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirming their registration and renewal, as applicable, with the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs (IICA), Manesar.

The Board of Directors, after taking on record the declarations and confirmations submitted by the Independent Directors, is of the opinion that all Independent Directors of the Company are persons of integrity, and possess the requisite expertise, experience, and proficiency. The Board considers that their continued association would be of significant value and in the best interests of the Company.

13.DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Companys Board of Directors is in strict accordance with Section 149 of the Companies Act and Regulation 17 of the SEBI Listing Regulations, ensuring an appropriate blend of Executive, Non-Executive, and Independent Directors. As of March 31, 2025, the Board consisted of eight (08) members, comprising of four (04) Non-Executive Independent Directors, three (03) Non-Executive Non-Independent Director (including one-woman director), and one (01) Managing Director. This structure reflects the Companys commitment to strong governance, diversity, and effective leadership. Comprehensive details regarding the Board and its committees including directors tenures, areas of expertise, and other pertinent information are available in the Corporate Governance Report, which forms an integral part of this Annual Report.

During the financial year 2024-25, following changes took place:

Appointment/Re-appointments:

The infusion of new talent and expertise not only strengthens the Boards decision-making capabilities but also fosters a culture of continuous learning and collaboration. Each new appointment is carefully selected to complement the existing skill sets on the Board, promoting a balanced exchange of ideas and innovative thinking. As a result, the Board is well-positioned to provide robust oversight and guidance, supporting the Companys sustained growth and long-term value creation for all stakeholders. Throughout the year, the Company, guided by the recommendations of its Nomination and Remuneration Committee, has taken notable steps to further strengthen the composition of its Board of Directors. The directors and KMP appointed are as follows:

- Mr. Shreyash Agrawal (DIN: 10721615) was appointed as an Additional Director (Non-Executive Independent Director) of the Company with effect from 13th August, 2024, pursuant to the decision taken by the Board of Directors at its meeting held on the same date. Subsequently, his appointment was duly approved by the shareholders at the 40th Annual General Meeting of the Company on 27th September, 2024.

- Mr. Surya Prakash Agrawal (DIN: 10725656) was appointed as an Additional Director (Non-Executive Independent Director) effective 13th August, 2024, by the Board of Directors at their meeting on that date. Shareholder approval for his appointment was granted at the 40th Annual General Meeting held on 27th September, 2024.

- Ms. Prerna Maheshwari was appointed as the Company Secretary and Compliance Officer of the Company, effective from April 16, 2024. Her tenure concluded on April 17, 2025. She brings her commendable expertise and a strong professional background relevant to the responsibilities of her new role. The Board welcomes her and looks forward to her valuable contributions in further strengthening the Companys compliance framework and governance practices.

Retirement by Rotation

- Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules, Mrs. Sadhana Kanoria (DIN: 00084309), who retired by rotation at the 40th Annual General Meeting, was re-appointed as a Director of the Company liable to retire by rotation, with the approval of the shareholders at the same meeting.

Cessation

- In accordance with the provisions of Section 149 and Section 152 of the Companies Act, 2013, read together with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, two terms of appointment for two (2) Independent Directors of the Company namely Mr. Anjani Kumar Agrawal and Mr. Sanjeev Murari Jalan concluded with the closure of business hours on 27th September, 2024. Their leadership and guidance have played a vital role in strengthening the Boards oversight and supporting the Companys continued growth and success.

- Mrs. Kamlesh Kushwaha ceased to hold the positions of Company Secretary and Compliance Officer of the Company, effective from April 15, 2024. The Board of Directors records its deep appreciation for her steadfast dedication and distinguished service throughout her association with the Company. The Board extends its best wishes to her for future professional endeavours.

After the end of financial year 2024-25 and up to the date of this report, following changes took place:

Appointment/Re-appointments after the end of the financial year:

- Mr. Yash Mishra, Membership No. A73746, has been appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 29th April 2025. The Board extends a warm welcome to him and is confident that his expertise and professional experience will make a significant contribution to the Companys governance and compliance framework.

Cessation after the end of the financial year:

- Ms. Prerna Maheshwari ceased to serve as the Company Secretary and Compliance Officer of the Company with effect from April 17, 2025. The Board records its appreciation for her commitment and the significant contributions she made to the Company. The Board wishes her continued success in all her future professional pursuits.

The present Key Managerial Personnel of the Company, as defined under Section 2(51) and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, were as follows:

Key Managerial Personnel

	Key Managerial Personnel
S.No. Name	Designation
1 Sandeep Kanoria	Managing Director & Executive Director
2 CS Yash Mishra	Company Secretary
3 Amit Chaudhary	Chief Financial Officer

List of Directors

S.No. Name	Designation
1 Ramesh Kumar Chaudhary	Chairman & Non-Executive Director
2 Sandeep Kanoria	Managing Director & Executive Director
3 Sadhana Kanoria	Non-Executive Director
4 Manish Kumar	Non-Executive Director
5 Ratan Kumar Singh	Non-Executive & Independent Director
6 Amit Kapoor	Non-Executive & Independent Director
7 Shreyash Agrawal	Non-Executive & Independent Director
8 Surya Prakash Agrawal	Non-Executive & Independent Director

The detailed information with respect to Board of Directors and Key Managerial Personnel (KMP) is prescribed in the Corporate Governance Report which forms part of this Annual Report.

14.BOARD COMMITTEES AND NUMBER OF MEETINGS OF THE BOARD COMMITTEES

As on March 31, 2025, the Board has following statutory Board committees in the Company:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

The details of composition, terms of reference and number of meetings conducted during the year are provided in the Corporate Governance Report annexed to this Annual Report.

15.BOARD MEETINGS AND ANNUAL GENERAL MEETING

During the financial year 2024 25, the Board of Directors convened a total of six (6) meetings on the following dates:15th April 202428th May 202413th August 202426th September 202412th November 202411th February 2025

These meetings were conducted in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For detailed information regarding the Board Meetings, including director-wise attendance, please refer to the Corporate Governance Report annexed to this Annual Report.

The 40th Annual General Meeting (AGM) of the Company was held on Friday, 27th September 2024. The 41st AGM for the financial year 2024 25 is scheduled to be held on Friday, 26th September 2025. The notice convening the meeting, along with the agenda and explanatory statements, forms part of this Annual Report.

Apart from the above-mentioned AGM, no Extra-Ordinary General Meetings (EGMs) were held during the financial year 2024 25.

16.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, we report that all contracts or arrangements entered into by the Company with related parties during the financial year under Section 188(1) of the Act were in the ordinary course of business and on an arms length basis.

These transactions were reviewed and approved by the Audit Committee and, wherever necessary, by the Board of Directors. The transactions were executed under the omnibus approval granted by the Audit Committee, and no separate approvals were required for individual transactions falling within the scope of such omnibus approval. The Audit Committee reviewed the related party transactions on a quarterly basis in accordance with the terms of such omnibus approvals.

During the year under review, the Company did not enter into any contract or arrangement with related parties which could be classified as ‘material under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Necessary disclosures as required under the applicable Indian Accounting Standards (Ind AS 24) and the Listing Regulations have been made in the Notes to the Financial Statements, forming part of this Annual Report.

The Company has instituted a robust framework for identifying, reviewing, and approving related party transactions. All such transactions are evaluated in accordance with the Companys Policy on Materiality and Dealing with Related Party Transactions.

The said policy is available on the Companys website and can be accessed at: https://www.gangapapers.in/reg42/Related-party-transcations-policy-2025.pdf

Further, the information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this Report and marked as Annexure [1].

17.SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government, as prescribed under the Companies Act, 2013. These standards namely, Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings lay down a set of mandatory principles and procedures to be followed by companies for ensuring transparency, consistency, and good corporate governance in the conduct of Board and General Meetings. The Company has ensured compliance with these standards in letter and spirit, thereby reinforcing its commitment to maintaining the highest standards of corporate governance and statutory compliance.

18.INTERNAL FINANCIAL CONTROLS

The Company has implemented a comprehensive framework of internal financial controls in accordance with the requirements of the Companies Act, 2013, and the guidance issued by the Securities and Exchange Board of India (SEBI). These controls are designed to ensure the accuracy and reliability of financial reporting, safeguard assets, and promote operational efficiency. The framework encompasses the control environment, risk assessment, control activities, information and communication systems, and ongoing monitoring, as recommended by globally recognized standards.

Management of company is responsible for establishing and maintaining adequate internal financial controls relevant to the preparation and presentation of financial statements that give a true and fair view. Throughout the year, regular reviews and assessments have been conducted to evaluate the effectiveness of these controls and to identify any potential weaknesses or areas for improvement. The Company has documented policies and procedures that provide reasonable assurance regarding the prevention and timely detection of errors, frauds, or non-compliance with applicable laws and regulations.

A comprehensive discussion regarding the Companys internal financial controls is provided in the Management Discussion and Analysis Report, which is included as part of this Annual Report. For additional details, please refer to the relevant section therein.

19.INTERNAL CONTROL AND AUDIT

The Company maintains a robust system of internal controls designed to safeguard assets, ensure accuracy of financial reporting, and promote operational efficiency. These controls are periodically reviewed and updated to address evolving business risks and regulatory requirements.

The Board of Directors, at its meeting held on 28th May 2024, appointed Mr. V.S. Dwivedi as the Internal Auditor of the Company for the financial year 2024-25.

The internal audit function operates independently and reports directly to the Audit Committee, thereby ensuring objectivity, transparency, and integrity in the audit process.

At the beginning of each financial year, an internal audit plan is formulated to evaluate the adequacy and effectiveness of the Companys internal control systems, operational processes, and compliance framework. The Audit Committee regularly reviews the audit plan, key audit findings, implementation status of recommendations, adequacy of controls, and changes, if any, in accounting policies or procedures.

The Board is committed to maintaining a high standard of corporate governance and compliance, supported by a strong internal audit mechanism.

20.STATUTORY AUDITOR AND AUDIT REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Ram K Raj & Associates, Chartered Accountants (Firm Registration No. 002093C), were appointed as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 40th Annual General Meeting (AGM) until the conclusion of the 45th AGM.

The Statutory Auditors have submitted their report on the financial statements of the Company for the financial year ended 31st March 2025, which forms part of the Annual Report 2024-25. The Auditors Report is free from any qualifications, reservations, adverse remarks or disclaimers and does not call for any further explanation or comments by the Board.

Further, the Auditors have confirmed their eligibility and independence, and that they have undergone peer review by the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI.

During the year under review, the Company did not avail any prohibited non-audit services from the Statutory Auditors, in compliance with the provisions of Section 144 of the Companies Act, 2013.

Additionally, there have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 during the financial year under review.

21.SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2025.

The Secretarial Audit Report in Form MR-3 for the financial year 2024-25 is annexed to this Report and marked as Annexure [2].

The report confirms that there were no qualifications, reservations, adverse remarks, or disclaimers made by the Secretarial Auditors for the said period.

In accordance with the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act, based on the recommendation of the Board, the Company is required to appoint a Secretarial Auditor with the approval of the Members at the Annual General Meeting.

Accordingly, the Board of Directors, at its meeting held on 28th May, 2025, has recommended the appointment of M/s. Ragini Chokshi & Co., Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years, i.e., from FY 2025-26 to FY 2029-30, subject to approval of the Members at the ensuing 41st Annual General Meeting.

They shall undertake the secretarial audit in accordance with the applicable provisions of the Act and the SEBI Listing Regulations and issue their report for each financial year during the term.

22.ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019, the Annual Secretarial Compliance Report for the financial year ended 31st March, 2025 has been issued by M/s. Ragini Chokshi & Co., Practicing Company Secretaries.

The said report confirms that the Company has complied with the applicable provisions of the SEBI Regulations, circulars, and guidelines issued from time to time. The Annual Secretarial Compliance Report is annexed to this Boards Report and marked as Annexure [3].

There are no instances of non-compliance, and no material observations or recommendations made in the said report which call for any explanation or comment by the Board.

23.PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES

The disclosures 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 are annexed herewith as Annexure [4] and form part of this Report.

Further, a statement containing particulars of employees as required under Rule 5(2) and 5(3) of the said Rules is also provided in the said annexure. In terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report and the Financial Statements are being sent to the shareholders excluding the said annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

24.COST AUDITOR AND COST AUDIT REPORT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and have them audited for the financial year ended 31st March 2025.

The Board of Directors, after obtaining the necessary consent and eligibility certificate, appointed M/s. K.N. Chaubey & Associates, Cost Accountants (Firm Registration No. 101174), as the Cost Auditor of the Company for the financial year 2024 25. The Cost Audit Report for the financial year 2024 25 is awaited.

Further, the Company has re-appointed M/s. K.N. Chaubey & Associates, Cost Accountants, as the Cost Auditor of the Company for the financial year 2025 26, on the recommendation of the Audit Committee and with the approval of the Board of Directors at its meeting held on 13th August, 2025. The remuneration payable to the Cost Auditor for the said financial year is being placed before the Members for ratification at the ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2023 24, submitted by the Cost Auditors during the financial year 2024 25, did not contain any qualification, reservation, adverse remark, or disclaimer. The Cost Auditors also did not report any matter under Section 143(12) of the Companies Act, 2013 in their report. The Company has filed the Cost Audit Report with the Ministry of Corporate Affairs within the prescribed time frame, in compliance with the applicable provisions.

Qualification/Reservation/Adverse Remarks of the Cost Auditor

The Cost Audit Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

25.DISCLOSURE ON MAINTENANCE OF COST RECORD

In accordance with the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has duly maintained cost records as prescribed by the Central Government for the financial year ended 31st March, 2025, in respect of its applicable products and services.

These cost records have been maintained in compliance with the applicable legal framework and are subject to audit, where required, under the provisions of the Act.

26.CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of corporate governance and ethical conduct. In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance is provided as a separate section of this Annual Report.

This report outlines the Companys governance framework, including the composition and functioning of the Board of Directors and its Committees, disclosures on remuneration, compliance mechanisms, stakeholder engagement, risk management practices, and other governance-related matters. It reflects the Companys ongoing commitment to transparency, accountability, and integrity in all its operations.

Additionally, a certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance as prescribed under the Listing Regulations is annexed to the report and is annexed herewith as Annexure [5].

27.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report forms part of this Annual Report and is annexed herewith as Annexure [6].

The report includes all relevant disclosures as prescribed under the said Regulation and provides insights into the Companys operations, industry outlook, financial performance, opportunities, risks, and strategic initiatives.

28.FRAUD REPORTING

During the year under review, there were no instances of fraud reported by the Statutory Auditors or the Secretarial Auditor to the Audit Committee under Section 143(12) of the Companies Act, 2013. Accordingly, no such matter is required to be disclosed in this Annual Report.

29.ANNUAL RETURN

In compliance with Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year 2024 25 has been placed on the Companys website and can be accessed at: https://www.gangapapers.com/shareholders-desk.php?prod_id=629

30.CODE FOR PREVENTION OF INSIDER TRADING:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"), the Company has adopted a comprehensive Code of Conduct for Prevention of Insider Trading, applicable to all Designated Persons, to regulate, monitor, and report their trading activities in the securities of the Company.

The Code outlines clear procedures and responsibilities for Designated Persons when dealing in the Companys securities and ensures strict adherence to the provisions of the SEBI PIT Regulations. It aims to prevent misuse of Unpublished Price Sensitive Information (UPSI) and promotes transparency and fairness in securities transactions. To ensure effective implementation, the Company notifies the closure of the trading window to all concerned individuals through email communications ahead of any UPSI-related events. The Company also maintains a Structured Digital Database (SDD) capturing details of all persons with whom UPSI has been shared, in compliance with the requirements under the SEBI PIT Regulations.

The Board remains committed to maintaining the highest standards of compliance and governance in line with applicable laws and regulatory expectations.

31.CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Code outlines the principles of ethical conduct, professional integrity, and corporate responsibility expected from the Companys leadership.

The Code sets forth the standards for honest and ethical conduct, compliance with applicable laws, and the discharge of duties in the best interest of the Company. It aims to promote transparency, accountability, and good governance across all levels of management.

All Directors and Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year under review. The Company remains committed to upholding these standards and periodically reviews the Code to ensure its continued relevance and alignment with evolving governance practices.

The Code of Conduct is available on the Companys website at: https://www.gangapapers.com/admin/sites/default/files/1558433698367.pdf

32.CRITERIA OF MAKING THE PAYMENTS TO NON-EXECUTIVE DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down clear criteria for making payments to its Non-Executive Directors.

The criteria include payment of sitting fees for attending meetings of the Board and its Committees, reimbursement of expenses incurred in the discharge of their responsibilities, and where applicable, payment of professional fees or commission, subject to the approval of shareholders and within the limits prescribed under the applicable laws.

The said criteria are available on the website of the Company and can be accessed at the following link: https://gangapapers.com/reg42/Criteria%20of%20making%20payments%20to%20no nexecutive%20directors,%20if%20the%20same%20has%20not%20been%20disclosed %20in%20annual%20report.pdf

33.VIGIL MECHANISM / WHISTLE-BLOWER POLICY

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a

Vigil Mechanism / Whistle-Blower Policy to enable Directors, employees, and stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct.

The Vigil Mechanism ensures adequate safeguards against victimization of individuals who report concerns under the policy. It also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. All disclosures made under this mechanism are treated with utmost confidentiality and investigated in a fair and transparent manner.

The Board of Directors affirms its commitment to maintain the highest standards of integrity and accountability, and upholds the Vigil Mechanism as a key component of the Companys ethical governance framework.

The Vigil Mechanism / Whistle-Blower Policy is available on the Companys website at: https://www.gangapapers.in/admin/sites/default/files/1542094481528.pdf.

34.NOMINATION AND REMUNERATION POLICY

The Company has established a policy for the appointment and remuneration of Directors, Key Managerial Personnel, and other employees in accordance with Section 178(3) of the Companies Act, 2013. The policy sets out clear criteria for the selection of Directors, emphasizing the need for relevant expertise, professional accomplishments, leadership qualities, and high standards of personal and professional integrity. It also ensures that Independent Directors meet the independence criteria laid down under Section 149(6) of the Act, and that their independence is regularly reviewed.

Remuneration of Directors, including Managing Directors and Whole-time Directors, is determined by the Nomination and Remuneration Committee, which recommends packages to the Board based on industry benchmarks, Company performance, and individual contributions. Remuneration is designed to attract, retain, and motivate high-calibre talent while aligning with the Companys objectives and shareholder interests. The policy also provides for payment of sitting fees, reimbursement of expenses, and professional fees as applicable.

The policy also covers procedures for appointment, re-appointment, retirement, and removal of Directors. It is reviewed periodically to ensure its continued relevance and effectiveness in supporting the Companys governance and growth objectives. The Company remains committed to upholding high standards of transparency, accountability, and fairness in all matters related to the appointment and remuneration of its directors. The policy is available on the website of the Company at https://www.gangapapers.com/admin/sites/default/files/1540028558257.pdf.

35.CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company has formulated Corporate Social Responsibility (CSR) Policy in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy underscores the Companys commitment to supporting the social and economic development of the communities in which it operates, with a focus on key areas such as education, healthcare, livelihood enhancement, environmental sustainability, and rural development as specified under Schedule VII of the Act. The Board is dedicated to the ongoing development and effective implementation of the CSR Policy to ensure that the Companys efforts contribute meaningfully to the welfare of society and sustainable development. The policy is available on the website of the Company at https://www.gangapapers.com/admin/sites/default/files/CSR%20Policy.pdf .

However, as per the applicable statutory provisions, the Company was not required to undertake any CSR activities during the financial year 2024-25. Accordingly, no CSR initiatives were implemented during the year. The Company will continue to monitor its obligations and will undertake CSR activities as and when required by law.

36.RISK MANAGEMENT POLICY

The Board of Directors has established and implemented a comprehensive risk management policy. This policy provides a structured framework for the identification, assessment, prioritization, and mitigation of risks across all functional areas of the Company. It is regularly reviewed and updated to reflect changes in the business environment, regulatory compliances, and emerging risks.

The risk management framework is designed to ensure that all significant risks are systematically monitored and addressed. The Board, supported by the management and internal audit teams, conducts periodic reviews of the risk landscape. These reviews help in identifying both internal and external risk factors, including operational, financial, legal, regulatory, reputational, and strategic risks. The Companys risk management process involves continuous evaluation and reporting, enabling timely interventions and the implementation of appropriate risk mitigation strategies.

At present, the Board is of the opinion that there are no elements of risk which threaten the existence of the Company. The Board remains vigilant and is committed to maintaining robust risk management practices. The Companys approach ensures that risks are managed within acceptable thresholds, thereby protecting the interests of all stakeholders and supporting sustainable business growth. The Board will continue to monitor the risk environment and take necessary actions to safeguard the Companys future.

37.COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company is committed to ensuring a supportive and inclusive workplace for all its employees. In compliance with the provisions of the Maternity Benefits Act, 1961, the Company has implemented the required steps and procedures to provide maternity benefits to its eligible employees. During the year 2024-25, the Company has adhered to all applicable provisions of the Act, including the grant of maternity leave and other related benefits, as prescribed by law.

No instances of non-compliance with the Maternity Benefits Act, 1961 have been reported or observed during the financial year.

38.OTHER COMPANY POLICIES

The Company has adopted and implemented various policies as required by the Companies Act, 2013 and applicable listing regulations. The salient features of these policies, as well as any changes made during the year, are specified in the Boards Report and are available in full on the Companys website. The policies are available on the website of the Company at https://www.gangapapers.com/shareholders-desk.php?prod_id=156.

The Board ensures that all policies are regularly reviewed and updated to reflect best practices and regulatory requirements, thereby supporting good corporate governance and transparency. Additionally, the Board monitors implementation to maintain accountability throughout the organization.

39.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and respectful work environment for all employees. No complaint was received or is pending, nor has any case been filed with the Company pursuant to provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the financial year 2024-25. The Company continues to uphold its commitment to maintaining a workplace free from discrimination and harassment.

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

1 Number of complaints of sexual harassment received	NIL
2 Number of complaints disposed off	NA
3 Number of cases pending	NIL

40.PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo for the year under review are as follows:

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Installation of Variable Frequency Drives (VFDs) across critical plant areas to control motor speed and reduce electricity usage.

Replacement of outdated machinery and electrical components with modern, energy efficient systems.

Periodic energy audits and corrective measures implemented based on audit findings.

Impact: These initiatives have led to a notable reduction in overall energy consumption and improved power factor, resulting in cost savings.

Exploration of solar-compatible equipment and hybrid energy models to maximize the use of clean energy and improve long-term sustainability.

The Company continues to focus on upgrading and modernizing its processes through in-house development and technical collaboration. Employee training and skill enhancement programs are also conducted to support technology absorption.

(ii)The steps taken by the Company for utilising alternate sources of energy:

Preliminary evaluations have been conducted for the installation of rooftop solar panels to meet part of the non-critical load through renewable energy.

Vendor discussions are underway to assess the feasibility of wind energy through third party open access

(iii) The capital investment on energy conservation equipment:

During the year, Total energy consumption and energy consumption towards energy-efficient motors, LED lighting systems, and Variable Frequency Drives based automation per unit of production is showed as Form A below as per the rules in respect of industry specified in the Schedule thereto:

Particulars	Current Year	Previous Year
	(2024-25)	(2023-24)
A.Power and Fuel Consumption
Electricity
Purchased
Unit	1,69,30,328 Units	1,72,85,720 Units
Total Amount	Rs.19,18,30,294/-	Rs.18,05,54,170/-
Rate/Unit	Rs.11.33/Unit	Rs.10.45/Unit
Own Generation
Through Diesel Generator -	-	-
Through steam turbine / generator	10,58,000 kwh	10,40,000 kwh
Coal (specify quality and where used)	-	-
Quantity (tones)	27463.280 MT	26954.925 MT
Total Costs	Rs.22,71,94,839 /-	Rs.24,11,58,641/-
Average Rate	Rs.8,272.68 /MT	Rs.8,946.74/MT
Furnace Oil	NIL	NIL
Others	NIL	NIL
B.Consumption per unit of production Products (with details) unit:
Electricity	216.86 Units/MT	213.60 Units/MT
Furnace Oil	-	-
Coal (specify quality)	351.77 Kg/MT	333.07 Kg/MT
Others (specify)	-	-

B. Technology Absorption

(i) The efforts made towards technology absorption: Benefits derived:

Continuous monitoring of latest technological advancements in production and process control.

Training programs for staff to enhance understanding and implementation of improved production systems.

Process optimization initiatives in quality control and machine utilization.

(ii)The benefits derived like product improvement, cost reduction, product development or import substitution:

Reduction in production downtime and energy wastage.Improvement in overall productivity and operational efficiency.

Enhanced quality of finished products resulting in better customer satisfaction.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Details of imported technology (imported during the last three years): a) Details of technology imported: None b) Year of import: Not Applicable c) Whether technology fully absorbed: Not Applicable d) If not absorbed, reasons: Not Applicable e) Expenditure incurred on Research and Development (R&D): Not Applicable

(iv)The expenditure incurred on Research and Development (R&D):

The Company has not incurred any significant expenditure on Research and Development during the year. (Expenditure on R&D: NIL)

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings (Actual Inflows): 78,37,64,835.95

Foreign Exchange Outgo (Actual Outflows/CIF Value of Imports): 96,24,33,976.26

41.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year, there are no significant and material orders passed by the regulators, courts, tribunals, or statutory and quasi-judicial bodies which could impact the going concern status of the Company and its future operations. Furthermore, the Company remains in full compliance with all applicable legal and regulatory requirements, ensuring continuity and stability in its business activities.

42.DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

There have been no instances requiring a comparison between the valuation conducted at the time of a one-time settlement and the valuation performed while securing loans from banks or financial institutions. Accordingly, no such valuations or differences have arisen during the financial year under review.

43.DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR

There were no applications made by or against the Company under the Insolvency and Bankruptcy Code, 2016, and no such proceedings were pending during the financial year under review.

44.OTHER STATUTORY DISCLOSURES

The Directors of the Company state that there being no transactions, events, or occasions with respect to the following items during the year under review, no disclosure or reporting is required in respect of the same:

Issue of equity shares with differential rights as to dividend, voting or otherwiseIssue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this report.

Voting rights not exercised directly by employees in respect of shares to under any scheme related.

Buy-back of shares or under Section 67(3)

Details of revision of financial statement or the ReportIssue of warrantsFailure to implement any corporate action

45.MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes or commitments, other than those stated in this Report, affecting the financial position of the Company between the end of the financial year, i.e., March 31, 2025, and the date of this Report.

46.DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, the Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them 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 at the end of the financial year and of the profits of the company for that period;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis;

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and,

f) That 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.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges the dedication and professionalism of all employees whose efforts have been instrumental in sustaining the Companys excellence. The Board also extends its sincere gratitude to all stakeholders for their continued support and cooperation throughout the year.

Place: Pune
Date: 13.08.2025
	By Order of the Board of Directors
	Sd/-
	Ramesh Kumar Chaudhary
	(Chairman & Director)
	DIN: 00080136