Ganga Pharmaceuticals Ltd Directors Report

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2026 is summarized below:

BOARDS REPORT

The Members,
Ganga Pharmaceuticals Limited
Virar, Palghar

Your Directors have the immense pleasure to present the 37th (Thirty Seventh) Boards Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2026 is summarized below:

[Amount in Lakhs]

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Total Income	310.70	307.33
Less: Expenditure	297.77	297.86
Profit/(loss) before Tax	12.93	9.47
Tax Expense (including Previous Year Tax Adjustment)	2.78	1.57
Profit/(Loss) after tax	10.15	7.90

2. OPERATIONS/STATE OF COMPANYS AFFAIRS

During the financial year 2025-26, total income of the Company was Rs. 310.70 lacs as against Rs. 307.33 lacs during financial year 2024-25 and the Company earned a net profit of Rs. 10.15 lacs during the financial year, as against Rs. 7.90 lacs in financial year 2024-25.

3. NATURE OF BUSINESS

The Company is engaged in the business of manufacturing & trading in Pharmaceuticals & allied products (Ayurveda) and there was no change in the nature of the business of the Company during the year under review.

4. DIVIDEND AND RESERVES

In order to conserve resources and retain capital for upcoming business operations, your Directors do not recommend any dividend for the financial year ended March 31, 2026. Furthermore, the Board has decided to retain the entire profits in the profit and loss account, and no amount has been transferred to the General Reserves of the Company for the period under review.

5. SHARE CAPITAL

The authorized share capital of the Company is Rs. 7,50,000 (Rupees Seven Crores and Fifty Lacs only) comprising of 75,00,000 equity shares of face value of Rs. 10/- each. The paid-up equity share capital as at March 31, 2026 stood at Rs. 5,91,15,000 (Rupees Five crores ninety one lacs and Fifteen thousand only) comprising of 59,11,500 equity shares of face value of Rs. 10/- each

During the financial year ended March 31, 2026, the Company has issued 10,75,000 equity shares of Rs. 10/- each at a price of Rs. 14 (Including premium of Rs. 4) per equity share, on exercise of options by the holders of the convertible warrants.

The Company has not issued any equity shares with or without differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

6. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has no Subsidiary or Associate or Joint Venture Company as on March 31, 2026. During the financial year no Company has become or ceased to be Subsidiary or Associate or Joint Venture of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS:

Since, the Company has no Subsidiary or Associate or Joint Venture Company, it was not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-for the financial year ended March 31, 2026.

8. CORPORATE GOVERNANCE: Your Company is listed on SME segment of BSE Limited. By virtue of Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the mandatory corporate governance provisions specified under Regulations 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2), and Paras C, D, and E of Schedule V are not applicable to the Company. Consequently, the Company is exempt from including a Corporate Governance Report or obtaining a compliance certificate thereon. However, the Board remains committed to maintaining high standards of transparency and ethical governance.

9. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return for the financial year ended March 31, 2026 is placed on the website of the Company at www.ayurvedganga.com.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of the provisions of Section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Sanjay Kularni (DIN: 00065190), Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

The Company has received declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become Directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act read with the Listing Regulations and that they are independent of the Management.

The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014

Details of the composition of the Board and Committees, Meetings of the Board and Committees held thereof during the financial year, and attendance threat have been provided in this report.

Brief resume and other details of the Director proposed to be re-appointed, as stipulated under the Listing Regulations and Secretarial Standard-2, has been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Annual Report.

As on March 31, 2026 the following persons were the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed there under:

Mr. Bharat Brijmohan Sharma Managing Director & CEO
Mr. Anagh Bharat Sharma Chief Financial Officer
Ms. Priti Kothari Bhaiya Company Secretary & Compliance Officer

11. MEETINGS

The Board/Committee Meetings are pre-scheduled, and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the Meetings.

The agenda for each Meeting, along with detailed notes, is circulated in advance to the Directors. Only in case of urgent business, if the need arises, the Boards/Committees approval is taken by passing resolutions through circulation or by calling Board/Committee Meetings at short notice, as permitted by law.

The important decisions taken at Board/Committee Meetings are communicated to the concerned departments/ divisions promptly. An action taken/status report on the decisions of the previous Meeting(s) is placed at the next Meeting of the Board for information and further recommended action(s), if any.

12. BOARD OF DIRECTORS AND COMMITTEES THERE OF

The Nomination & Remuneration Committee (NRC) determines the appropriate characteristics, skills and experience required for the Board as a whole and for individual Members. The Board Members are expected to possess the required qualifications, integrity, expertise and experience for the position. They also possess expertise and insights in sectors/areas relevant to the Company and have ability to contribute to the Companys growth.

The Board has identified the following core skills/expertise/ competencies as required in the context of the businesses and sectors of the Company for its effective functioning which are currently available with the Board.

Understanding of business dynamics, industry verticals including its entire value chain, experience in corporate strategy, planning and regulatory jurisdictions, finance, tax, risk management, legal compliances, corporate governance, human resources, corporate social responsibility and Leadership experience in managing companies and associations including general management.

The Board is satisfied that all the Directors of the current composition of the Board has the aforesaid core skills/ expertise/ competencies. This reflects an appropriate mix of knowledge, skills, experience, expertise, diversity and independence. The Board provides leadership, communication, motivation, strategic guidance, an objective and independent view to the Companys management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure.

The Committees constituted by the Board focus on specific areas and take informed decisions within the framework designed by the Board and make specific recommendations to the Board on matters in their areas or purview. All decisions and recommendations of the Committees are placed before the Board for information or for approval, as required. To enable better and more focused attention on the affairs of the Company, the Board has delegated matters to the Committees of the Board set up for the purpose. Considering the needs of the Company, there are three statutory Board Committees as on March 31, 2026. Details are as follow:

Audit Committee
Stakeholders Relationship Committee
Nominations & Remuneration Committee

i. Composition of the Board:

As on March 31, 2026, the strength of the Board of Directors of the Company was Five Directors comprising of Two Executive, One Non-Executive Chairman and Two Independent Directors. More than 1/3 the Board comprised of Independent Directors. The Board of the Company is composed of individuals from diverse fields. The details of the Board of Directors as on March 31, 2026 are given below:

Name of the Director	Designation	Date of Joining	No. of Directorships / Committee Memberships/ Chairmanships Public Limited Companies (including this)	No. of Directorships / Committee Memberships/ Chairmanships Private Limited and Section 8 Companies	Committee Memberships	Committee Chairmanships
Mr. Bharat B. Sharma	Managing Director	11.09.89	01	Nil	01	Nil
Ms. Srijna B. Sharma	Whole-Time Director	01.04.12	01	Nil	01	Nil
Mr. Sanjay Kulkarni	Non-Executive Director, Chairman	01.04.12	01	Nil	Nil	01
Mr. Munna Chaurasia	Independent Director	27.03.25	01	01	02	01
Mr. Aman Chaurasia	Independent Director	27.03.25	01	Nil	01	01

As on March 31, 2026, Mr. Bharat B. Sharma and Mrs. Srijna Sharma, holding 14,56,585 and 4,41,905 equity shares of the Company respectively. Brijmohan C. Sharma HUF, Mr. Anagh B Sharma and Bharat Brijmohan Sharma HUF, relatives of the Directors holding 3,49,500, 3,60,000 and 1,90,000 equity shares of the Company respectively. Except above, no other Director or their relative hold shares of the Company.

ii. Board Meetings:

The Board/Committee meetings are pre-scheduled and proper notices of Board and Committee meetings is circulated to the Directors well in advance to enable them to plan their schedules and to ensure their meaningful participation in the meetings.

During the financial year under review, 7 (Seven) Board meetings were held on May 20, 2025, July 01, 2025, July 17, 2025, August 20, 2025, November 07, 2025 January 31, 2026 and March 10, 2026. The gap between two Board meetings was in compliance with the provisions of the Act and the SEBI (LODR) Regulations, 2015. Details of Directors as on March 31, 2026 and their attendance at the Board meetings and Annual General Meeting ("AGM") during the financial year ended March 31, 2026 are given below:

Name of the Director	Category	No. of the Meeting held	No. of the Meeting attended	Attended at AGM of 2025
Mr. Bharat B. Sharma	Managing Director	7	7	Yes
Ms. Srijna B. Sharma	Whole-Time Director	7	7	Yes
Mr. Sanjay V. Kulkarni	Non-Executive Director	7	7	Yes
Mr. Aman Mukesh Chaudhari	Non-Executive, Independent Director	7	7	Yes
Mr. Munna Baijnath Chaurasia	Non-Executive, Independent Director	7	7	Yes

1. Audit Committee The Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 comprised of Mr. Munna Baijnath Chaurasia, Mr. Aman Mukesh Chaudhari and Mr. Bharat B. Sharma as on March 31, 2026. The terms of reference, role and scope of the Audit Committee are in line with those prescribed under the provisions of provisions of Section 177 of the Companies Act, 2013 (the Act) and the Listing Regulations. The role and responsibilities of the Audit Committee inter alia, include the following:- Oversight of the Companys Financial Reporting Processes and Financial Statements of the Company and its material subsidiary.- Recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees and terms of appointment.- Recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of the internal auditor and the fixation of audit fees and terms of appointment.- Appointment of Cost Auditor.- Evaluate on a regular basis the adequacy of risk management systems.- Review with the management, external and internal auditors and outsourced internal audit firms, the quality, adequacy and effectiveness of internal control systems and any significant deficiencies or material weakness in the internal controls.- Review the effectiveness of the system for monitoring compliance with applicable laws and regulations.- To review the functioning of the Whistle Blower mechanism.- To approve all related party transactions in accordance with the Act.- Subsidiary Company oversight Mr. Munna Baijnath Chaurasia, Independent Director is the Chairman of the Audit Committee. During the financial year ended March 31, 2026, 5 (Five) meeting of the Audit Committee were held on May 20, 2025, August 20 2025, November 07, 2025, January 31, 2026 and March 10, 2026 which was attended by all the members of the Committee. The Minutes of the Meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Audit Committee during the year under review were accepted by the Board. Mr. Munna Baijnath Chaurasia, Chairman of the Audit Committee was present at the last Annual General Meeting held on September 20, 2025.

iii. Audit Committee

The Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 comprised of Mr. Munna Baijnath Chaurasia, Mr. Aman Mukesh Chaudhari and Mr. Bharat B. Sharma as on March 31, 2026. The terms of reference, role and scope of the Audit Committee are in line with those prescribed under the provisions of provisions of Section 177 of the Companies Act, 2013 (the Act) and the Listing Regulations. The role and responsibilities of the Audit Committee inter alia, include the following:

? Oversight of the Companys Financial Reporting Processes and Financial Statements of the Company and its material subsidiary.- Recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees and terms of appointment.- Recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of the internal auditor and the fixation of audit fees and terms of appointment.- Appointment of Cost Auditor.- Evaluate on a regular basis the adequacy of risk management systems.- Review with the management, external and internal auditors and outsourced internal audit firms, the quality, adequacy and effectiveness of internal control systems and any significant deficiencies or material weakness in the internal controls.- Review the effectiveness of the system for monitoring compliance with applicable laws and regulations.- To review the functioning of the Whistle Blower mechanism.- To approve all related party transactions in accordance with the Act.- Subsidiary Company oversight

Mr. Munna Baijnath Chaurasia, Independent Director is the Chairman of the Audit Committee.

During the financial year ended March 31, 2026, 5 (Five) meeting of the Audit Committee were held on May 20, 2025, August 20 2025, November 07, 2025, January 31, 2026 and March 10, 2026 which was attended by all the members of the Committee.

The Minutes of the Meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

Mr. Munna Baijnath Chaurasia, Chairman of the Audit Committee was present at the last Annual General Meeting held on September 20, 2025.

iv. Nomination and Remuneration Committee

The Nomination and Remuneration Committee in terms of the provisions of Section 178 of the Companies Act, 2013 comprised of Mr. Munna Baijnath Chaurasia, Mr. Aman Mukesh Chaudhari and Mr. Sanjay V Kulkarni as on March 31, 2026. In terms of the provisions of Section 178(3) of the Act and Regulation 19(4) read with Part D of Schedule II of Listing Regulations, the role of the Nomination and Remuneration Committee of the Company, inter-alia, is as under:

Formulation of the criteria for determining qualifications, positive attributes and Independence of a Director and recommend to the Board a Policy, relating to the remuneration of the Directors, Key Managerial Personnel, and Senior Management Personnel. Evaluating the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. Formulation of criteria for evaluation of Independent Directors and the Board. Devising a policy on diversity of Board of Directors. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of Directors their appointment and removal. Recommending whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors. Recommending appointment of senior management and remuneration payable to them

Mr. Aman Mukesh Chaudhari, Independent Director, is the Chairman of the Nomination and Remuneration Committee.

During the financial year ended March 31, 2026, Three (3) meeting of the Nomination and Remuneration Committee were held on July 01, 2025, August 20, 2025 and March 10, 2026 which was attended by all the members of the Committee.

The Minutes of the Meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board.

2025.  

V. Stakeholders Relationship Committee

The Stakeholders Relationship Committee in terms of the provisions of Section 178 of the Companies Act, 2013 comprised of Mr. Munna Baijnath Chaurasia, Mrs. Srijna Sharma and Mr. Sanjay V Kulkarni as on March 31, 2026. The role of the Committee is to consider and resolve the grievances of the security holders of the Company, including complaints relating to transfer and transmission of securities, non-receipt of dividends, non-receipt of Annual Reports and such other grievances as may be raised by the security holders from time to time.

The status of investor complaints received during the year under review:

Complaints received by the Company and its RTA : Nil
Complaints resolved : Nil
Complaints pending as on March 31, 2026 : Nil

Mr. Sanjay V. Kulkarni is the Chairman of the Stakeholders Relationship Committee.

Mrs. Priti Bhaiya is Compliance officer of the Company and Dedicated email ID for Investor services is ayurvedganga@gmail.com.

During the financial year ended on March 31, 2026, 4 (Four) meeting of the Stakeholders Relationship Committee were held on May 20, 2025, August 20, 2025, November 07, 2025 and January 31, 2026 which was attended by all the then members of the Committee.

The minutes of the Meetings of the Committee were placed before and noted by the Board.

Mr. Sanjay V. Kulkarni, Chairman of the SRC was present at the last Annual General Meeting held on September 20, 2025

13. PARTICULARS CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

In accordance with the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee (NRC) has formulated a comprehensive Nomination and Remuneration Policy. This policy establishes well-defined criteria for determining qualifications, positive attributes, and independence for selecting and appointing Directors, Key Managerial Personnel (KMP), and Senior Management Personnel.

The policy ensures that the level and composition of remuneration is reasonable, performance-linked, and sufficient to attract and retain talent required to run the Company successfully.

The said Policy is available on the Companys website and can be accessed by weblink www.ayurvedganga.com

14. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS:

In compliance with the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has structured and implemented a familiarisation programme for the Independent Directors. This is designed to familiarize with their roles, statutory rights, and strategic responsibilities, alongside updates on the nature of the industry, the Companys operational frameworks, business model, and overall performance dynamics.

Pursuant to Regulation 46(2)(i) of the SEBI Listing Regulations, the complete details of the familiarisation programmes conducted during the year, including the number of programmes attended and hours spent by individual Independent Directors, are hosted on the website of the Company and can be accessed at www.ayurvedganga.com

15. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Company has received declarations from all Independent Directors confirming compliance with the criteria of independence outlined in Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors registers its explicit opinion regarding the Independent Directors appointed or re-appointed during the financial year under review.

16. PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134(3)(p) read with Schedule IV to the Companies Act, 2013, and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of its own performance, the individual performance of its Directors, as well as the functioning of its operational Committees.

The evaluation framework was designed and administered based on the criteria specified by the Nomination and Remuneration Committee (NRC), on following parameters:

Evaluation of the Board as a Whole: Assessed on broad aspects including Board structure, composition, frequency and diligence of meetings, execution of key fiduciary responsibilities, systemic risk management, and the overall robustness and transparency of information flow from management. Evaluation of Board Committees: Assessed on the adequacy of their composition, clarity of mandates, compliance with respective Terms of Reference, and the effectiveness of their interactions and decision-making processes. Evaluation of Individual Directors: Evaluated on individual attributes such as meeting attendance, preparedness, proactive contribution to core strategy, exercise of independent judgment, and active guidance provided to the management team outside of formal boardroom discussions.

In alignment with statutory requirements, the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson was evaluated by the Independent Directors in their separate meeting held on March 10, 2026, taking into consideration feedback from both Executive and Non-Executive Directors. The outcomes of the evaluation process were discussed at the subsequent meeting of the Board of Directors.

The performance evaluation of individual Independent Directors was concluded by the entire Board, excluding the specific Director being evaluated

17. INDEPENDENT DIRECTORS MEETING:

In accordance with Section 149(8) read with Schedule IV to the Companies Act, 2013, and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was convened on March 10, 2026. The meeting was conducted without the attendance of Non-Independent Directors or any members of the corporate management team.

During the meeting, the Independent Directors comprehensively evaluated and recorded their assessments regarding:

The performance of individual Non-Independent Directors and the collective functionality of the Board of Directors. The performance of the Chairperson of the Company, based on the views received from both Executive and Non-Executive Directors The structural quality, clarity, and timeline of operational and financial information flow from management, confirming it is optimal for driving informed board-level decision-making.

18. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

Pursuant to Section 178(4) of the Companies Act, 2013, and applicable SEBI Listing Regulations, the Board has approved a comprehensive Nomination and Remuneration Policy framework based on the recommendation of the Nomination and Remuneration Committee (NRC).

This Policy governs the criteria for identifying, selecting, appointing, and retiring Directors, Key Managerial Personnel (KMP), and Senior Management Personnel. It explicitly lays down the parameters for determining qualifications, positive attributes, professional expertise, and the independence of Directors, alongside defining a progressive approach toward Board diversity.

The said policy document is available on the Companys website and can be accessed at www.ayurvedganga.com

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Pursuant to the provisions of Section 134(3)(g) and Section 186(4) of the Companies Act, 2013, the full particulars of the loans advanced, guarantees extended, securities provided, and investments made by the Company during the financial year 2025-26 are set out in the Notes to the Financial Statements.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

In accordance with the provisions of Section 177(9) and (10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism through its Whistle Blower Policy. This framework provides a formal and secure channel for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or any structural violation of the Companys Code of Conduct and Ethics Policy.

The policy incorporates comprehensive safeguards against the victimization of individuals who utilize this mechanism. It also provides a distinct provision for direct access to the Chairperson of the Audit Committee in exceptional cases. The Board affirms that during the financial year 2025-26, no personnel were denied access to the Audit Committee.

The detailed Whistle Blower Policy and Vigil Mechanism framework are hosted on the Companys website and can be accessed at www.ayurvedganga.com.

21. RELATED PARTY TRANSACTIONS AND POLICY:

In terms of Section 134(3)(h) and Section 188 of the Companies Act, 2013, read with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all transactions attracting related party compliance were placed before the Audit Committee and the Board of Directors for review and approval.

Omnibus approval for routine and recurring related party transactions has been obtained from the Audit Committee, subject to the criteria and conditions specified in the Companys Policy. In compliance with statutory requirements, a statement detailing the nature, value, and commercial terms of all transactions executed under this approval is presented to the Audit Committee on a quarterly basis for its review and monitoring.

During the financial year ended March 31, 2026, the Company has not entered into any material related party transactions as defined under the Act and all transactions were performed in the ordinary course of business at arms length, hence particulars of transaction in Form AOC-2 is not required for the financial year 2025-26.

The Related Party Transactions Policy is hosted on the Company website and can be accessed at www.ayurvedganga.com.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by any Regulators, Courts, or Tribunals during the financial year under review, that would impact the going concern status of the Company and its future operations.

23. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

24. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; ii. 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 as at March 31, 2026 and of the profit of the Company for the year ended on that date; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Annual Accounts have been prepared on a going concern basis; v. 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 vi. 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.

The Statutory Auditors of the Company have opined on the adequacy and operating effectiveness of the Internal Financial Controls Over Financial Reporting (IFCOFR) in their Independent Auditors Report.

25. STATUTORY AUDITORS AND AUDITORS REPORT:

The Members of the Company, at their 33rd Annual General Meeting (AGM) held on September 24, 2022, approved the appointment of M/s Banka & Banka Chartered Accountants (FRN 100979W), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office from the conclusion of the 33rd AGM until the conclusion of the 38th AGM to be held in the calendar year 2027.

The Auditors Report issued by the Statutory Auditors on the Financial Statements of the Company for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark, or disclaimer. The notes to the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

During the year under review, the Statutory Auditors have not reported any instances of fraud to the Central Government or the Audit Committee/Board of Directors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

26. COST RECORDS AND COST AUDIT:

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

27. SECRETARIAL AUDIT:

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 appointed M/s. D. Maurya & Associates, Practicing Company Secretaries (CP No. 9594), to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2026.

The Secretarial Audit was conducted in accordance with the prescribed statutory framework, and the Secretarial Auditors Report in Form MR-3 is annexed herewith as Annexure - I, forming an integral part of this Report.

The Secretarial Auditors Report for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark, or disclaimer

28. AUDIT TRAIL (EDIT LOG):

Pursuant to the Section 134(5) and relevant rules under the Companies Act, 2013, the Directors confirm that:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which features an inbuilt audit trail (edit log) facility. The audit trail facility operated continuously throughout the financial year for all relevant transactions recorded in the software. There has been no tampering with the audit trail feature during the period under review. The audit trail logs have been preserved by the Company in accordance with the statutory requirements for the retention of records.

29. 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 under Section 118(10) of the Companies Act, 2013, specifically SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that:

assets are safeguarded and protected against loss from unauthorized use or disposition. all significant transactions are authorised, recorded and reported correctly. financial and other data are reliable for preparing financial information. other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audits programme, review by management along with documented policies, guidelines and procedures.

31. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Company has in place an adequate Internal Financial Controls framework commensurate with the size, scale, and complexity of its operations. This framework comprises robust policies and procedures designed to ensure:

The proper, orderly, and efficient conduct of the Companys business. The safeguarding of its corporate assets and resources. The prevention and detection of frauds, errors, and irregularities. The accuracy and completeness of the accounting and financial records. The timely preparation and presentation of reliable financial information.

The Company has adopted accounting policies that strictly align with the applicable Accounting Standards and the provisions of the Act. During the financial year under review, such controls were tested and no reportable material weaknesses in design or operation were observed.

32. RISK MANAGEMENT:

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a robust Business Risk Management framework. This framework is designed to proactively identify, assess, monitor, and mitigate various elements of business risks that may threaten the operations or the going concern status of the Company. The risk management framework defines the risk management approach of the Company and outlines institutional mechanisms for;

1 Periodically reviewing external and internal business risk factors. 1 Formulating risk mitigation strategies and establishing defensive internal controls. 1 Maintaining clear documentation and structured reporting protocols for key risk parameters.

The framework utilizes diverse risk evaluation methodologies to analyse exposure trends and potential operational impacts. This assessment is conducted at both the enterprise level and across individual business segments to safeguard stakeholder value.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe, secure, and conducive work environment that is free from discrimination and harassment, including sexual harassment. In line with this commitment, the Company has implemented a comprehensive Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace.

The Company has duly constituted an Internal Committee (IC) across its workplaces in strict compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules framed thereunder. The policy is accessible to all employees and applies universally, regardless of employment nature, to protect individuals against harassment.

Pursuant to the requirements under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the details of complaints received and resolved during the financial year ended March 31, 2026, are set out below:

Number of complaints filed during the financial year : Nil
Number of complaints disposed of during the financial year Nil
Number of complaints pending as on the end of the financial year: Nil.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company during the financial year under review. Accordingly, the Company was not required to constitute a CSR Committee or undertake any CSR activities during the year.

35. ENVIRONMENT AND SAFETY:

The Company is committed to maintaining high standards of Safety, Health, and Environmental (SHE) performance across all its activities, products, and services.

To achieve this, the Company continuously refines its operational processes, adopts safer technologies, and invests in process automation to minimize human error and enhance workplace safety. Upgradation and monitoring of the safety management systems are carried out on a continuous basis to ensure a safe, healthy, and sustainable work environment for all stakeholders.

36. INDUSTRIAL RELATIONS:

The industrial relations of the Company remained peaceful, cordial, and harmonious throughout the financial year ended March 31, 2026. The Directors place on record their deep appreciation for the dedication, commitment, and cooperation extended by employees at all levels.

37. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

Pursuant to the provisions of the Companies (Accounts) Rules, 2014 (as amended from time to time), the Board of Directors affirms that the Company has complied with all applicable statutory provisions relating to the Maternity Benefit Act, 1961, and the rules framed thereunder.

During the financial year under review, no material complaints or instances of non-compliance were recorded under the provisions of the said Act

38. DETAIL OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the financial year under review, no application was made and no corporate insolvency resolution proceedings are pending against or by the Company under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal (NCLT).

39. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTION

During the financial year under review, the Company has not entered into any One-Time Settlement (OTS) with any Bank or Financial Institution. Consequently, the disclosure of the difference between the valuation amount at the time of the settlement and the valuation while availing the loan is not applicable.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant data and particulars concerning conservation of energy, technology absorption, and foreign exchange earnings and outgo for the financial year ended March 31, 2026, are detailed below:

Conservation of Energy:

(a) Steps taken or impact on conservation of energy: The Company maintains an ongoing commitment to energy efficiency across all administrative and operational levels. During the year under review, the Company optimized its power utilization by upgrading to energy-efficient LED lighting, optimizing load configurations of existing machinery, and enforcing strict schedules for peak-load operations to avoid wastage.
(b) Capital investment on energy conservation equipment: No standalone or material capital expenditure was directed specifically toward specialized energy-saving equipment during the financial year under review. Minor costs were absorbed under routine repairs, maintenance, and facility upgrades.

Technology Absorption:

(a) Efforts made towards technology absorption: The Company continues to operate using advanced, modern, and proven indigenous operational technologies. Processes are continuously updated through software upgrades, automated tracking systems, and regular technical training workshops for operational personnel to maximize resource yields and minimize cycle times.
(b) Benefits derived like product improvement, cost reduction, or product development: The steady absorption and monitoring of day-to-day process automation have successfully minimized operational bottlenecks, reduced administrative overheads, enhanced structural accuracy in data reporting, and created a safer operating workflow for employees.
(c) Imported Technology: The Company has not imported any specialized foreign technology or machinery during the last 3 (three) financial years.
(d) Expenditure incurred on Research and Development (R&D): No separate, dedicated capital or revenue expenditure was allocated exclusively to a formalized Research and Development wing during the financial year ended March 31, 2026. Routine product improvement and quality checks are conducted internally as part of regular manufacturing and operations.

Foreign Exchange Earnings and Outgo:

The foreign exchange earnings and outgo during the current and preceding financial years is Nil.

41. PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits falling within the purview of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. No public deposits were outstanding or remained unpaid or unclaimed at the beginning or end of the financial year ended March 31, 2026.

42. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION:

Disclosures pertaining to the remuneration and other statistical details as mandated 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 II and form an integral part of this Report.

In terms of the first proviso to Section 136(1) of the Act, the Annual Report and Financial Statements are being sent to the Members excluding the statement containing particulars of the top ten employees and those employees drawing remuneration in excess of the statutory thresholds prescribed under Rules 5(2) and 5(3) of the said Rules.

The aforesaid statement is available for inspection by the Members. Any Member interested in obtaining an copy of this statement may submit a formal request to the Company Secretary at ayurvedganga@gmail.com.

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certain listed entities are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report, describing the initiatives taken by them from an Environmental, Social, and Governance (ESG) perspective.

Since the Companys average market capitalization does not fall within the threshold, the provisions of the regulation regarding Business Responsibility and Sustainability Report (BRSR) are not applicable to the Company during the financial year 2025-26.

44. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a detailed review of the Companys operations, performance, and future outlook is set out under the Management Discussion and Analysis Report, which forms a separate and integral part of this Annual Report.

45. DISCLOSURE OF AGREEMENTS:

The disclosures required under Para F of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company. During the financial year ended March 31, 2026, the Company has not entered into any such agreements as specified under the said regulations.

46. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS:

The Companys shares are listed with SME Segment of BSE Ltd. Your Company has paid the annual listing fees and there are no arrears.

47. CAUTIONARY STATEMENT:

Statements in this Boards Report, the Management Discussion and Analysis, the Notice to the Shareholders, or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates, and expectations may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied in such statements due to various factors. These factors include, but are not limited to, general economic and market conditions, changes in government regulations, tax laws, cyclical demand, and other incidental factors over which the Company does not have direct control.

48. ACKNOWLEDGEMENT AND APPRECIATION:

The Directors place on record their sincere appreciation for the continued cooperation, trust, and support extended to the Company by its valued customers, vendors, business partners, financial institutions, banks, and shareholders. The Directors also express their gratitude to the Central and State Governments, local authorities, and regulatory bodies for their guidance and ongoing support.

Further, the Board takes this opportunity to recognize and appreciate the dedication, hard work, and commitment of employees at all levels, whose efforts have been instrumental in driving the growth and operational continuity of the Company

Registered office

Gangatat, Dhanvantri Marg, Gopcharpada,

Virar (E), Palghar - 401305