TO THE MEMBERS,
The Directors of your Company have pleasure in presenting the Forty-Second (42nd) Boards Report along with the Audited Financial Statements for the financial year ended 31st March, 2026.
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, 2026 is summarized below:
(Rs. In Lakh)
| PARTICULARS | FY 2025-26 | FY 2024-25 |
| Revenue from operations | 28,023.60 | 25,769.13 |
| Other Income | 17.16 | 38.08 |
| Total Income | 28,040.76 | 25,807.21 |
| Total Expenses | 27,815.17 | 25,602.40 |
| Profit Before Tax | 225.59 | 204.82 |
| Add/less: Exceptional items | -- | -- |
| Tax expense | 65.72 | 49.55 |
| Profit After Tax | 159.87 | 155.27 |
Notes:
For the year ended 31st March 2026, the Company demonstrated steady growth in its core operations and overall financial performance. Revenue from operations increased by 8.75% to 28,023.60 lakh, compared to 25,769.13 lakh in the previous year. The Companys Other Income declined by 54.94% to 17.16 lakh, as against 38.08 lakh recorded in the preceding financial year. However, the overall financial performance remained positive, with Total Income increasing by 8.65% to 28,040.76 lakh as compared to 25,807.21 lakh in the previous financial year.
Total expenses also increased by 8.64% to 27,815.17 lakh, compared to 25,602.40 lakh in the preceding year, broadly in line with the growth in Total 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 10.14% to 225.59 lakh, from 204.82 lakhs in the previous fiscal year. The Companys tax expense stood at 65.72 lakh, as against 49.55 lakh in the previous fiscal year, representing an increase of 32.63%. As a result, profit after tax increased by 2.96% to 159.87 lakh, compared to 155.27 lakh recorded in FY 2024-25.
No exceptional items were recorded during the year, and the financial results reflect the Companys core business performance. The Companys prudent financial management and stable profitability continue to support its sustainable growth.
2. STATE OF COMPANYS AFFAIRS & OUTLOOK
During the financial year 2025-26, the Company continued its core operations in the manufacturing of Kraft Paper, Newsprint, and Writing & Printing Paper. The business environment remained dynamic due to fluctuations in raw material prices, changing market demand, and competitive pressures. Despite these challenges, the Company remained focused on operational efficiency, product quality, and customer satisfaction.
The Companys financial performance reflects prudent financial management, effective cost control, and efficient utilization of resources. The Company maintained adequate internal financial controls and a robust risk management framework, ensuring compliance with applicable statutory and regulatory requirements while supporting sustainable business operations.
The Board of Directors remains confident about the Companys long-term growth prospects, supported by its strong operational capabilities and experienced management. Going forward, the Company will continue to focus on operational excellence, technological improvements, market expansion, and value creation for its shareholders and other stakeholders.
3. SHARE CAPITAL & LISTING INFORMATION
The Companys share capital structure and listing information as on March 31, 2026, are summarized in the table below:
| PARTICULARS | EQUITY SHARES | FACE VALUE RUPEES (?) |
| Authorized Share Capital | 1,10,00,000 | ?10 |
| Paid-up Share Capital | 1,07,88,886 | ?10 |
Rs
| PARTICULARS | AMOUNT |
| Authorized Share Capital | ?11,00,00,000 |
| Paid-up Share Capital | ?10,78,88,860 |
The equity shares of the Company are listed on Bombay Stock Exchange (BSE). No public issue, rights issue, private placement, preferential issue, issue of shares with differential voting rights, sweat equity shares, or grant of stock options was made during the financial year 2025-26.
4. CHANGE IN THE NATURE OF BUSINESS
During the financial year 2025-26, 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 2026, the Other Equity of the Company stood at 2,147.08 lakh, comprising the following components:
Pie Chart: RESERVE BALANCE
| Component | Amount (Lakhs) |
| Capital Reserve | 298.30 |
| Securities Premium Reserve | 1,143.27 |
| Retained Earnings | 705.51 |
During the financial year 2025-26, the Company earned a net profit of 159.87 lakh, which was fully transferred to retained earnings. Accordingly, retained earnings increased from 545.64 lakh in the previous year to 705.51 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 2026. 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 2025-26, 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 2026.
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/JOINT VENTURES/ASSOCIATE COMPANIES
During the financial year 2025-26, 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 2025-26, 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 20th March, 2026 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 2025-26, a familiarization programme was conducted on 21st March, 2026, 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.in/reg42/ID%20Familiarization%20Programme_21.03.2026.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, 2026, the Board consisted of seven (07) members, comprising of three (03) 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 2025-26, following changes took place:
Appointment/Re-appointments:
Throughout the year, the Company continued to strengthen its leadership framework by enhancing the composition of its Board of Directors. Acting upon the recommendations of the Nomination and Remuneration Committee, the Board inducted experienced professionals whose expertise and diverse perspectives are expected to further improve the quality of governance, strategic decision-making, and overall oversight. These appointments reflect the Companys commitment to maintaining an effective and balanced Board capable of driving sustainable growth and creating long-term value for stakeholders. The details of the Directors and Key Managerial Personnel appointed/ceased during the year are as follows:
Mr. Yash Mishra, Membership No. A73746 was appointed as the Company Secretary and Compliance Officer of the Company, effective from April 29, 2025. His tenure concluded on June 10, 2026. He brings his commendable expertise and a strong professional background relevant to the responsibilities of his new role. The Board welcomes his and looks forward to his 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, Mr. Ramesh Kumar Chaudhary (DIN: 00080136), who retired by rotation at the 41st 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
Ms. Prerna Maheshwari ceased to hold the positions of Company Secretary and Compliance Officer of the Company, effective from April 18, 2025. 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.
Change In Designation of Directors
During the financial year 2025-26, there was a change in the Chairmanship of the Company Mr. Ramesh Kumar Chaudhary (DIN: 00080136) ceased to be the Chairman of the Company with effect from 20 March 2026 and Mr. Manish Kumar (DIN: 10379153) was appointed as the Chairman of the Company with effect from the same date.
After the end of financial year 2025-26 and up to the date of this report, following changes took place:
Cessation after the end of the financial year:
Mr. Yash Mishra, Membership No. A73746 ceased to serve as the Company Secretary and Compliance Officer of the Company with effect from June 10, 2026. The Board records its appreciation for his commitment and the significant contributions he made to the Company. The Board wishes his continued success in all his future professional pursuits.
Mr. Manish Kumar (DIN: 10379153) ceased to serve as a Director of the Company with effect from August 31, 2026. Consequently, he also ceased to hold the position of Chairman of the Company with effect from the same date. The Board places on record its appreciation for his contribution during his tenure and wishes him success in his future endeavours.
Mr. Dinesh Chandra Pandey, Membership No. F3333, ceased to serve as the Company Secretary and Compliance Officer of the Company with effect from August 31, 2026. The Board places on record its appreciation for his contribution during his tenure and wishes him success in his future professional endeavours.
Appointment/Re-appointments after the end of the financial year:
Mr. Dinesh Chandra Pandey, Membership No. F3333, has been appointed Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from August 18, 2026. 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.
Mr. Ramesh Kumar Chaudhary (DIN: 00080136) was re-appointed as the Chairman of the Company with effect from August 31, 2026.
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:
LIST OF DIRECTORS
| S. No. | Name | Designation |
| 1. | Ramesh Kumar Chaudhary | Non-Executive Director |
| 2. | Sandeep Kanoria | Managing Director & Executive Director |
| 3. | Sadhana Kanoria | Non-Executive Director |
| 4. | Amit Kapoor | Non-Executive & Independent Director |
| 5. | Shreyash Agrawal | Non-Executive & Independent Director |
| 6. | 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 required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. Additionally, the Board has formed other governance committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate.
As on March 31, 2026, the Board has following statutory Board committees in the Company:
BOARD COMMITTEES
| Committee | Members |
| AUDIT COMMITTEE | 1. Amit Kapoor 2. Sadhana Kanoria 3. Shreyash Agrawal |
| NOMINATION AND REMUNERATION COMMITTEE | 1. Amit Kapoor 2. Sadhana Kanoria 3. Shreyash Agrawal |
| STAKEHOLDERS RELATIONSHIP COMMITTEE | 1. Sadhana Kanoria 2. Amit Kapoor 3. Shreyash Agrawal |
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 2025-26, the Board of Directors convened a total of six (6) meetings on the following dates:
| S.NO. | DATE OF BOARD MEETING |
| 1 | 28th April, 2025 |
| 2 | 28th May, 2025 |
| 3 | 13th August, 2025 |
| 4 | 14th November, 2025 |
| 5 | 05th February, 2026 |
| 6 | 20th March, 2026 |
During the financial year under review, the Board of Directors passed one resolution by circulation, bearing RBC No. 01/2025-26, on 26th September, 2025, in accordance with the applicable provisions of the Companies Act, 2013.
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 41st Annual General Meeting (AGM) of the Company was held on Friday, 26th September 2025. The 42nd AGM for the financial year 2025-26 is scheduled to be held on Monday, 28th September 2026. 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 2025-26.
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-transactions-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 established and maintained an adequate system of internal financial controls commensurate with the size, scale, and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguard the Companys assets, ensure the accuracy and completeness of accounting records, prevent and detect frauds and errors, and facilitate the timely preparation of reliable financial information.
The internal financial control framework is periodically reviewed by the Management to assess its effectiveness and to identify opportunities for further strengthening the control environment. Based on such evaluations, the Board is of the opinion that the Companys internal financial controls are adequate and were operating effectively during the financial year under review.
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 recognises the importance of an effective internal audit function in strengthening its governance framework and enhancing operational efficiency. Accordingly, it has established a comprehensive internal audit mechanism to evaluate the adequacy and effectiveness of internal controls, financial reporting processes, risk management practices, and compliance with statutory and regulatory requirements.
In compliance with Section 138 of the Companies Act, 2013, the Board of Directors, at its meeting held on 28th May, 2025, appointed Mr. V.S. Dwivedi as the Internal Auditor of the Company for the financial year 2025-26.
The Internal Auditor operates independently and reports to the Audit Committee. An annual audit plan, based on the Companys risk profile, is prepared and reviewed by the Audit Committee. The Committee periodically reviews audit findings, monitors the implementation of recommendations by the Management, and assesses the effectiveness of the internal control framework.
The Board believes that the Companys internal audit system continues to provide reasonable assurance regarding the efficiency of operations, reliability of financial reporting, and compliance with applicable laws.
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 2026, which forms part of the Annual Report 2025-26. 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, M/s. Ragini Chokshi & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for a term of five consecutive years, to hold office from FY 2025-26 to FY 2029-30.
The Secretarial Audit Report in Form MR-3 for the financial year 2025-26 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.
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, 2026 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 2026.
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 2025-26. The Cost Audit Report for the financial year 2025-26 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 2026-27, on the recommendation of the Audit Committee and with the approval of the Board of Directors at its meeting held on 31st August,2026.
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 2024-25, submitted by the Cost Auditors during the financial year 2025-26, 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, 2026, 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 2025-26 has been placed on the Companys website and can be accessed at: https://www.gangapapers.com/admin/sites/default/files/Annual%20Return%202025-26.pdf
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 thesestandards 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://www.gangapapers.in/reg42/Criteria%20of%20making%20payments%20to%20non-executive%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 theindependence 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 2025-26. 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 2025-26, 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. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to fostering a safe, secure, inclusive, and respectful workplace where every employee is treated with dignity and equality. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. The Policy aims to create awareness, prevent instances of sexual harassment, promote a culture of mutual respect, and provide an effective mechanism for the prevention, prohibition, and redressal of complaints. It is applicable to all employees, including permanent, temporary, contractual, trainees, apprentices, consultants, as well as vendors and visitors associated with the Company, covering all workplaces and work-related activities.
The Company has constituted an Internal Committee (IC) in accordance with the provisions of the Act to ensure the effective implementation of the Policy. The Internal Committee is entrusted with the responsibility of receiving, investigating, and resolving complaints in a fair, impartial, confidential, and time-bound manner while safeguarding the rights of all concerned. The Company also undertakes appropriate awareness initiatives and encourages employees to report any incidents without fear of retaliation, thereby reinforcing its commitment to maintaining a harassment-free work environment. The policy is available on the website of the Company at https://www.gangapapers.in/admin/sites/default/files/Policy%20on%20Prevention%20of%20Sexual%20Harassment%20of%20Women%20at%20Workplace.pdf
39. 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.
40. 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 2025-26. 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:
| S.No. Particulars | Status |
| 1 Number of complaints of sexual harassment received | NIL |
| 2 Number of complaints disposed off | NA |
| 3 Number of cases pending | NIL |
41. 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 inhouse 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 (2025-26) | Previous Year (2024-25) |
A. Power and Fuel Consumption |
||
Electricity |
||
| Purchased | ||
| Unit | 1,53,19,449 Units | 1,69,30,328 Units |
| Total Amount | Rs.17,76,81,870/- | Rs.19,18,30,294/- |
| Rate/Unit | Rs.11.60/Unit | Rs.11.33/Unit |
Own Generation |
||
| Through Diesel Generator | --- | --- |
| Through steam turbine / generator | 10,76,750 kwh | 10,58,000 kwh |
Coal (specify quality and where used) |
||
| Quantity (tones) | 27575.620 MT | 27463.280 MT |
| Total Costs | Rs.23,70,82,914/- | Rs.22,71,94,839/- |
| Average Rate | Rs.8,597.56 /MT | Rs.8,272.68 /MT |
Furnace Oil |
NIL | NIL |
Others |
NIL | NIL |
B. Consumption per unit of production |
||
| Products (with details) unit: | ||
| Electricity | 182.71 Units/MT | 216.86 Units/MT |
| Furnace Oil | -- | -- |
| Coal (specify quality) | 328.88 Kg/MT | 351.77 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): Rs.62,84,75,707/-
Foreign Exchange Outgo (Actual Outflows/CIF Value of Imports): Rs.128,16,03,688/-
42. 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.
43. 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.
44. 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.
45. 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:
46. 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, 2026, and the date of this Report.
47. 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: 31.08.2026 |
| By Order of the Board of Directors |
| Sd/- Ramesh Kumar Chaudhary |
| (Chairman & Director) |
| DIN: 00080136 |
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