Ganga Papers India Ltd Directors Report

( in Lakh)

2. FINANCIAL PERFORMANCE, OPERATIONS, STATE OF AFFAIRS AND FUTURE PROSPECTS OF THE COMPANY:

The Turnover of your Company for the year was Rs. 24,549.86 Lakh as against Rs. 29,794.72 Lakh in the previous year. For the year 80879.505 MT of paper was sold as against 77901.849 MT in the previous year. During the year, your Company set out to consolidate its activities and continues its endless efforts to increase its presence in its areas of operations.

In order to preserve the resources, your directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

The paid-up Equity Share Capital as at 31^st March, 2024 was Rs.1078.89 lakh. During the year under review the Company did not issue any further capital.

During the year under review, there was no change in the nature of Business.

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and as amended thereof.

The Credit ratings assigned by the Rating Agency CRISIL has been withdrawn on 15^th March 2024 on the request of the company since not required by statute.

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

COMPANIES:

The Company does not have any Holding, Subsidiary or Joint Venture/ Associate Companies.

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors. Further Independent Directors at a separate meeting dated 30^th March 2024 have evaluated performance of the Non- Independent Directors, Board as a whole and of the Chairman of the

Board of Directors.

11. MEETINGS OF THE BOARD AND COMMITTEE:

During the year, 10 Board Meetings, 6 Audit Committee Meetings, 5 Nomination and Remuneration Committee Meeting and 2 Stakeholders Relationship Committee Meeting were convened and held, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Meetings was within the permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations, 2015. All the recommendations made by the Audit Committee during the year were accepted by the Board. The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Boards Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): A. Changes in Directors:

Appointment/ Re-appointment of Directors:

Mr. Amit Kapoor (DIN: 10249899) was appointed as a Director (Additional Director- Non- Executive Independent Director) of the Company 11^th August, 2023 and regularized as director Annual General meeting of the Company on 29^th September, 2023. During the FY 2023-24, Mr. Amit Chaudhary (DIN: 00080093) was re - appointed as a Director of the Company liable to retire by rotation w.e.f. 29^th September, 2023. Mr. Manish Kumar (DIN: 10379153) was appointed as an Additional Director (Non- Executive Non-Independent) of the company w.e.f 10^th November 2023 and regularized as director through Postal ballot which was declared passed by Shareholders with requisite majority on 9^th February 2024.

Retirement by Rotation:

The Independent Directors hold office for a fixed term not exceeding five (5) years from the date of their appointment and are not liable to retire by rotation. The Companies Act, 2013 mandates that at least two thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Mrs. Sadhana Kanoria (DIN: 00084309), Director of the Company, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and, being eligible, have offered her candidature for re appointment.

A resolution seeking shareholders approval for his re-appointment forms part of the Notice. There is no other change in Directors during the FY 2023-24.

Resignation of Directors:

During the FY 2023-24, Mr. Shrawan Kumar Kanodia resigned from the post of Independent Director with effect from 29^th November 2023 due to his ailing health condition it was required to reduce his Professional commitments. Further, he also confirmed that there was no other material reasons for his resignation apart from the reason mentioned herein above Mr. Amit Chaudhary (DIN: 00080093) has resigned from the post of Director with effect from 30^th November 2023.

B. Key Managerial Personnel:

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section. Following are the persons holding office as whole time key managerial personnel of your Company as at 31^st March, 2024:

Mr. Amit Chaudhary was appointed as Chief financial officer w.e.f 16^th December 2023. Mr. Gautam Chaudhary resigned from the post of Chief financial officer after the closure of business hours on 15^th December 2023. Ms. Shaivi Pathak resigned from the office of Company Secretary & Compliance Officer with effect from 26^th August, 2023 and Mrs. Kamlesh Kushwaha joined the said office with effect from 23^rd September 2023. After closure of Financial Year 2023-24 Mrs. Kamlesh Kushwaha has been resigned from the abovementioned post w.e.f. 15^th April 2024. After closure of Financial Year 2023-24 Ms. Prerna Maheshwari has been appointed on the above-mentioned post w.e.f. 16^th April 2024.

13. RELATED PARTY TRANSACTIONS:

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 are given in “Annexure A” in Form No.

AOC-2 and the same forms part of this report.

The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company at www.gangapapers.com.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available on the Companys website at www.gangapapers.com.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND

OTHER DETAILS:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on Companys website at www.gangapapers.com.

16. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS:

The Company has in place a structured induction and familiarization programme for all its Directors including the Independent Directors. They are updated on all business-related issues and new initiatives. The details of Familiarization Programs imparted to Independent Directors during the financial year 2023- 24 are available on the website of the Company at www.gangapapers.com.

17. DECLARATION BY INDEPENDENT DIRECTORS

In compliance with Section 149(7) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year. In the Boards opinion, all the Independent Directors including those appointed during the year are persons of high repute, integrity and possess the relevant proficiency, expertise and experience in their respective fields.

18. CODE FOR PREVENTION OF INSIDER TRADING:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the SEBI PIT Regulations) on prevention of insider trading, your Company has a Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the PIT Regulations. The said Code lays down guidelines, which guide Designated Persons on the procedures to be followed in dealing with the shares of the Company. The Company also sent email for closure of trading window. The Company has also maintained the Structure Digital Database of persons with whom the UPSI was shared in compliance to SEBI PIT Regulation.

19. AUDITORS AND AUDITORS REPORT: 19.1 Statutory Auditors

M/s. J A N & Co. (formally known as A. K. Agrawal & Co.), Chartered Accountants (FRN 018282C), Varanasi were appointed as statutory auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the 35^th Annual General Meeting held on 2019 till the conclusion of Annual General Meeting of the Company to be held in the year 2024. The Auditors Report for FY 2023-24 does not contain any qualification, reservation or adverse remark requiring explanation or comments from the Board. The Auditors Report is enclosed with the financial statements in this Annual Report. Further, as the tenure of the Statutory Auditors is expiring at the conclusion of the ensuing AGM of the Company and as they cannot be re-appointed as per the provisions of Companies Act, 2013, the Board of Directors has, based on the recommendation of the Audit Committee and subject to approval of the shareholders, had recommended the appointment of M/s RAM K RAJ & ASSOCIATES (Firm Registration No. 002093C), Chartered Accountants, as Statutory Auditors of the Company, Chartered Accountants for a term of five (5) years to hold office from the conclusion of the 40th AGM till the conclusion of the 45^th AGM of the Company to be held in year 2029. This forms part of Notice and Explanatory statement of this Annual Report.

19.2 Cost Auditors

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s K.N. Chaubey & Associates, Cost Accountants (Firm Registration No.: 101174) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending 31^st March, 2025. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor subject to ratification of their remuneration by the Members at the forthcoming AGM. M/s K.N. Chaubey & Associates, has, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act. Further, the cost audit report for the financial year 2022-23 submitted by the said Cost Auditors (M/s S M K & Co.) (Firm registration No. 002055) during the FY 2023-24 does not contain any qualification, reservation or adverse remark. Also, the Cost Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2022-23.

19.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. Ragini Chokshi & Co., (Company Secretaries) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as

“Annexure B”.

The Secretarial Audit report, as issued by the secretarial auditor in Form MR-3 contain no observations or qualifications requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013:

The Annual Secretarial Compliance Report, pursuant to Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended till date, duly signed by Mr. Makarand Patwardhan, partner in M/s. Ragini Chokshi & Co has been submitted to the Stock Exchanges within the time as prescribed by SEBI and is annexed at “Annexure C” to this Boards Report. The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

19.4 Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board has appointed Mr. V.S. Dwivedi, as Internal Auditor of the Company for the financial year 2023-24. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12):

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

21. CORPORATE GOVERNANCE/ DISCLOSURE REQUIREMENTS

Pursuant to Listing Regulations, a separate chapter titled ‘Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2023-24. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance forms part of this annual report.

22. ANNUAL RETURN:

As per the requirement of Section 92 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, draft Annual Return as at 31^st March, 2024 is available on the website of the company www.gangapapers.com.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE:

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-D and forms part of this Report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS:

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors, KMPs and employees 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 given in Annexure-

E to this Report.

The Company does not have any of its employees drawing remuneration attracting the provisions of Rule 5(2) of the said rules. However, the details of top 10 employees of the company are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

26. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE

COMPANIES ACT, 2013 FOR MAINTENANCE OF COST RECORD BY THE COMPANY:

Since the turnover of the company for the financial year 2023-24 exceeded Rs. 35 Crores, the company has maintained proper cost records as specified by the Central Government under sub- section (1) of section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 and as amended thereof.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The company is committed to provide a safe and conducive work environment to its employees. During the year under review, no complaint / case has been filed / pending with the Company pursuant to provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. DIRECTORS RESPONSIBILITY STATEMENT: -

The Directors confirm that: -

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. 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. 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. the Directors have prepared the annual accounts on a going concern basis; e. 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. 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.

29. INTERNAL FINANCIAL CONTROLS:

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations. This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal financial controls with reference to the financial statements were adequate and operating effectively.

30. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes occurred affecting the financial position of the Company subsequent to the close of the financial year of the Company to which the balance sheet relates.

32. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year 2023-24, the provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR) were not applicable to the Company. The Company did not meet the thresholds as prescribed under the Act for mandatory CSR obligations. As a result, the Company was not required to constitute a CSR Committee, nor was it mandated to develop or implement any CSR policy for the said period.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report forms part of this Annual report.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER

THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR.

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

35. RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company has formulated this Risk Management Policy to identify and then manage threats / risks that could have impact on the goals and objectives of the Company. The Company considers it important to establish risk management system and internal compliance and control in order to: a) Achieve the Companys goals and objectives; b) Safeguard to assets and interests of the Company and its stakeholders; and c) Ensure the accuracy and integrity of external reporting. The Risk Management Policy of the Company is made available on the website of the which can be accessed at www.gangapapers.com

36. OTHER STATUTORY DISCLOSURES:

Your directors state that there being no transactions/event/occasion with respect to following items during the year under review, therefore no disclosure or reporting is required in respect of the same:

Issue of equity shares with differential rights as to dividend, voting or otherwise

Issue 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)

Settlements done with banks or financial institutions

Details of revision of financial statement or the Report

Issue of warrants

Failure to implement any corporate action

Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof.

37. ACKNOWLEDGEMENT:

The Board acknowledges the understanding and support shown by its lending financial institutions, banks, distributors, customers, suppliers, employees and other business associates. Your Company operated efficiently due to a culture of professionalism, integrity and continuous improvement leading to sustainable and profitable growth.

Annexure A”

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under fourth proviso thereto:

Ganga Papers India Limited (the Company) has not entered into any contract/arrangement/transaction with its related parties, which is not in ordinary course of business or at arms length during financial year 2023-24. The Company has laid down policies and processes/procedures so as to ensure compliance to the subject section in the Companies Act, 2013 (Act) and the corresponding Rules.

Note: All related party transactions are benchmarked for arms length, approved by Audit Committee and reviewed by Statutory Auditors. The above disclosures on material transactions are based on threshold of 10 percent of consolidated turnover and considering wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act.

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE PERIOD FROM 01-04-2023 TO 31-03-2024

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members Ganga Papers India Limited 241, Village Bebedohal, Tal. Maval Pune (MH)- 410506

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ganga Papers India Limited (CIN: L21012MH1985PTC035575) (hereinafter called the company) for the year ended on March 31, 2024. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year 1st April, 2023 to 31st March, 2024 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: i. The Companies Act, 2013 (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; iii.The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (not applicable to the company during the period under review) v.The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): - a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (not applicable to the company during the period under review) e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (not applicable to the company during the period under review) f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (not applicable to the company during the period under review) g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; not applicable to the company during the period under review) h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; not applicable to the company during the period under review) i) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018. not applicable to the company during the period under review) j) Securities and Exchange Board of India (Depositories & Participants) Regulation, 2018 (To the extent applicable)

We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. We have also examined compliance with the applicable clauses of the following:

Secretarial Standards i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India. The Securities and Exchange Board of India (Listing obligations and Disclosure

Requirement) Regulation 2015 and the Listing Agreements entered into by the Company with Stock Exchanges.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

We further report that

The Board of Directors of the company is duly constituted and the changes in the composition of the Board of Directors that took place during the period under review were carried out in the compliance with the provision of the act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes of the Board duly recorded and signed by Chairman, the decisions of the Board were with requisite majority. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines. The Compliance by the company of applicable Financial Laws like Direct & Indirect Tax Laws, Goods and Service Tax has not been reviewed in the audit since the same has been subject to the review by the statutory financial audit and other designated professionals. We further report that during the audit period, the Company has no specific events or actions which might have a bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

1.Appointment of Mr. Amit Kapoor as a Non-Executive Independent Director of the Company w.e.f August 11, 2023; 2.Cessation of Ms. Shaivi Pathak, Company Secretary and Compliance Officer of the Company w.e.f August 26, 2023; 3.Appointment of Mrs. Kamlesh Kushwaha as the Company Secretary and Compliance Officer of the Company w.e.f. September 23, 2023; 4.Appointment of Mr. Manish Kumar as a Non-Executive Non-Independent Director of the Company w.e.f. November 10, 2023;

5.Cessation of Mr. Sharwan Kumar Kanodia as an Independent Director of the Company w.e.f November 29, 2023; 6.Cessation of Mr. Amit Chaudhary as a Non-Executive Director of the Company w.e.f November 30, 2023; 7.Cessation of Mr. Gautam Chaudhary as a Chief Financial Officer (CFO) of the Company w.e.f December 15, 2023; 8.Appointment of Mr. Amit Chaudhary as Chief Financial Officer (CFO) of the Company w.e.f December 16, 2023;

ANNUAL SECRETARIAL COMPLIANCE REPORT

Of GANGA PAPERS INDIA LIMITED FOR THE YEAR ENDED MARCH 31, 2024

[Under Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

We have examined:

(a) all the documents and records made available to us and explanation provided by GANGA PAPERS INDIA LIMITED ("the listed entity"), (b) the filings/ submissions made by the listed entity to the stock exchanges, (c) website of the listed entity, (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

For the year ended March 31, 2024 (“Review Period”) in respect of compliance with the provisions of: (a) The Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and (b) the Securities Contracts (Regulation) Act, 1956 (” SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (” SEBI”);

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include: - (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended from time to time; (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018 and as amended from time to time; (not applicable to the company during the period under review)

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and as amended from time to time; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (not applicable to the company during the period under review)

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and as amended from time to time; (not applicable to the company during the period under review)

(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and as amended from time to time; (not applicable to the company during the period under review)

(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and asamended from time to time; (h) Securities and Exchange Board of India (Depositories & Participants) Regulations, 2018 (To the extent applicable);and circulars/ guidelines issued thereunder; and based on the above examination, we hereby report that, during the Review Period: a. The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: -

There are no such matters during the year under review. b. The listed entity has taken the following actions to comply with the observations made in previous reports:

I. We hereby report that, during the Review Period the compliance status of the listed entity with the following requirements:

Efforts made in technology absorption as per Form-B of the Annexure:

3. FOREIGN EXCHANGE EARNINGS & OUTGO:- a) Export activities during the year resulted into earnings in foreign currency of Rs. 69,30,03,835.41 b) Total CIF Value of Imports during the year under review was Rs. 1,03,73,85,945.20

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULES OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

* Median Remuneration has been computed after including employees who were employed for whole of the financial year. ** The term permanent employees does not include probationers & contract employees. *** The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current years presentation/disclosure.