Year End :2024-03

Your Directors have the immense pleasure to present the 35^th (Thirty Fifth) Board Report on the business and operations of
the Company and the accounts for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2024 is summarized below:

[Amount in Lakhs]

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Total Income	297.53	288.45
Less: Expenditure	291.20	283.14
Profit/(loss) before Tax	6.33	5.31
Tax Expense (including Previous Year Tax Adjustment)	1.67	1.38
Profit/(Loss) after tax	4.66	3.93

2. OPERATIONS / STATE OF COMPANY’S AFFAIRS

During the financial year 2023-24, gross revenue was at Rs. 297.53 lacs as against Rs. 288.45 lacs and during
financial year 2022-23. During the financial year, the Company earned a profit of Rs. 4.66 lacs as against profit of
Rs. 3.93 lacs in financial year 2022-23.

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

Your Directors do not recommend any dividend for the financial year ended on March 31, 2024.

5. SHARE CAPITAL

The authorised share capital of the Company is Rs. 7,50,00,000 (Rupees Seven crores and Fifty Lakh only) comprising
75,00,000 equity shares of face value of Rs. 10/- each. The paid-up equity share capital as at March 31, 2024 stood at
Rs. 4,83,65,000 (Rupees Four crores Eight-Three lacs and Sixty-Five thousand only).

During the year the Company has issued and allotted 7,75,000 equity shares of 10/- each at a premium of Rs. 4/- per
equity share through preferential issue.

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 during the financial year and as on March 31,2024.

7. CONSOLIDATED FINANCIAL STATEMENTS

The Company 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 on March 31, 2024.

8. CORPORATE GOVERNANCE REPORT

The Company being listed on SME segment of BSE Limited and having net worth of Rs. 7.05 crore only. Therefore,
Corporate Governance Report, as required under schedule V of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 are not applicable to the Company.

9. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available
on the website of the Company at www.avurvedganga.com. under Investor Relations tab.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company,
Mr. Sanjay Kulkarni (DIN: 00065190), Director of the Company retires by rotation at the ensuing Annual General
Meeting and being eligible, seeks re-appointment.

• All Independent Directors have furnished the declaration to the Company confirming that they meet the criteria of
Independence as prescribed under Section 149 of the Act and Regulation 16(1 )(b) read with Regulation 25(8) of
the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due
assessment of the veracity of the same.

• 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.

• Brief profiles of the Directors seeking appointment/ re-appointment have been given as an annexure to the Notice
of the ensuing AGM.

• As on March 31, 2024 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

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance
to the Directors of your Company. The Board of Directors of your Company met 5 (five) times during the financial year
2023-24. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

12. BOARD OF DIRECTORS AND COMMITTEES THEREOF

i. Composition of the Board of Directors

The Company is fully compliant with the Corporate Governance norms in terms of constitution of the Board of
Directors (“the Board”). The Board of the Company is composed of individuals from diverse fields. The Board of the
Company is composed of Executive, Non-Executive and Independent Directors.

The composition of the Board also complies with the provisions of the Companies Act, 2013 and Regulation 17 (1)
of SEBI (LODR) Regulations, 2015

As on March 31, 2024, the strength of the Board of Directors of the Company was Five Directors comprising of Two
Executive, One Non-Executive Chairman and Two Non-Executive Independent Directors. More than 1/3 the Board
comprised of Independent Directors. The details of the Board of Directors as on March 31, 2024 are given below:

Name of the Director	Designation	Date of Joining	No. of Directorships / Committee Memberships/ Chairmanships
			Public Limited Companies (including this)	Private Limited and Section 8 Companies	Committee Memberships	Committee Chairman Ships
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. Sachin C. Chavan	Independent Director	17.05.13	01	01	01	01
Mr. Chetan B. Patel	Independent Director	17.05.13	01	Nil	02	01

As on March 31, 2024, Mr. Bharat B. Sharma and Mrs. Srijna Sharma are holding 14,56,585 and 2,41,905 equity
shares of the Company respectively. Brijmohan C. Sharma HUF, Mr. Anagh B Sharma and Bharat Brijmohan
Sharma HUF, relatives of the Directors are holding 349,500, 260,000 and 190,000 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, 05 (Five) Board meetings were held on May 18, 2023, August 07, 2023,
November 08, 2023, December 04, 2023 and March 01, 2024. 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
31,2024 and their attendance at the Board meetings and Annual General Meeting (“AGM”) during the financial year
ended March 31, 2024 are given below:

Name of the Director	Category	No. of the Meeting held	No of the Meeting held	Attended at AGM
Mr. Bharat B. Sharma	Managing Director	5	5	Yes
Ms. Srijna B. Sharma	Whole-Time Director	5	5	Yes
Mr. Sanjay V. Kulkarni	Non-ExecutiveDirector	5	5	Yes
Mr. Sachin C. Chavan	Independent Director	5	5	Yes
Mr. Chetan B. Patel	Independent Director	5	5	Yes

iii. Audit Committee

The Audit Committee in terms of the provisions of section 177 of the Companies Act, 2013 comprising of Mr. Chetan
B. Patel, Mr. Sachin C. Chavan and Mr. Bharat B. Sharma.

Mr. Chetan B. Patel, Independent Director is the Chairman of the Audit Committee.

During the financial year ended on March 31, 2024, 4 (Four) meeting of the Audit Committee were held on May 18, 2023,
August 07, 2023, November 08, 2023 and March 01, 2024 which was attended by all the members of the Committee.

iv. Nomination and Remuneration Committee

As on March 31, 2024 the Nomination and Remuneration Committee in terms of the provisions of section 178 of
the Companies Act, 2013 comprising of Mr. Sachin C. Chavan, Mr. Chetan B. Patel and Mr. Sanjay V Kulkarni.

Mr. Sachin C. Chavan, Independent Director, is the Chairman of the Nomination and Remuneration Committee.

During the financial year ended on March 31,2024, 1 (One) meeting of the Nomination and Remuneration Committee
was held on August 07, 2023.

v. Stakeholders Relationship Committee

As on March 31, 2024 the Stakeholders Relationship Committee in terms of the provisions of section 178 of the
Companies Act, 2013 comprising of Mr. Chetan B. Patel, Mrs. Srijna Sharma and Mr. Sanjay V Kulkarni.

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

During the financial year ended on March 31, 2024, 4 (Four) meeting of the Stakeholders Relationship Committee
were held on May 18, 2023, August 07, 2023, November 08, 2023 and March 01,2024 which was attended by all the
members of the Committee.

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

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration
Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management
Personnel.

The said Policy is available on the Company's website and can be accessed by weblink (www.ayurvedganga.com).

14. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization
program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations
of the Company, business overview etc.

The details of the familiarization program is also available on the website of the Company and can be accessed by
weblink (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 declaration from the Independent Directors that they meet the criteria of independence as
prescribed under Section 149 of the Act and Regulation 16(1 )(b) read with Regulation 25(8) of the SEBI Listing Regulations.
In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the
Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia)
of the Companies (Accounts) Rules, 2014.

16. INDEPENDENT DIRECTORS’ MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the
Company are required to hold at least 1 (One) meeting in a financial year without the attendance of Non-Independent
Directors and Members of Management.

During the year under review, Independent Directors met separately on March 01, 2024, inter-alia, for

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive
Directors, and

• Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that
is necessary for the Board to effectively and reasonably perform its duties.

17. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended
by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior
Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The
Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The
Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and
independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Company's website and can be accessed by weblink (www.ayurvedganga.com).

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013
are given in the notes to financial statements for the financial year ended on March 31, 2024.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to
report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of
the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has
been denied access to the Audit Committee.

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

20. RELATED PARTY TRANSACTIONS AND POLICY

The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing
Regulations were placed before the Audit Committee and/or Board and/or Members for necessary review/approval.

The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of
all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the
nature, value and any other related terms and conditions of the transactions.

The Company has not entered into any material related party transactions, which needs to be given in Form AOC-2 in
terms of the provision of section 188(1) including certain arm's length transactions.

The Related Party Transactions Policy in line with the requirements of Section 188 of Companies Act, 2013 and
Regulation 23 of the SEBI Listing Regulations is available on the Company website and can be accessed by weblink
(www.avurvedganga.com).

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

22. 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.

23. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that;

i. that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 31,2024 and of the profit of the Company for
the year ended on that date;

iii. that 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 that the Directors had 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. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

24. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules,
2014, M/s Banka & Banka, Chartered Accountants (FRN 100979W) were appointed as Statutory Auditors of the Company
at the 33rd AGM held on September 24, 2022 for the term of Five years i.e.; from the conclusion of 33^rd Annual General
Meeting till the conclusion of 38^th Annual General Meeting to be held in 2027. As required under Section 139 of the Act,
the Company has obtained certificate from them to the effect that their continued appointment, would be in accordance
with the conditions prescribed under the Act and the Rules made there under, as may be applicable.

The Auditors' Report is unmodified i.e., it does not contain any qualification, reservation or adverse remark.

25. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under
Section 143(12) of the Act and the Rules made there under.

26. REPORTING COST AUDIT AND COST RECORDS

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 and rules made there under, the Company has
appointed R M Mimani & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company for the
financial year 2023-24 and the same was conducted by them in accordance with the provisions of Section 204 of the Act.
The Secretarial Auditor's Report is attached to this Annual Report at Annexure -1

The Secretarial Auditor's Report does not contain any qualification, reservation or adverse remark.

28. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and
SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved
by the Central Government under Section 118(10) of the Companies Act, 2013.

29. 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.

30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its
operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business,
the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information. The Company has adopted accounting
policies, which are in line with the Accounting Standards and the Act.

31. RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements of business risk.
Consequently, a Business Risk Management framework is in place. The risk management framework defines the risk
management approach of the Company and includes periodic review of such risks and also documentation, mitigating
controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as also separately for business.

32. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment
including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual
Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace.
This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy
document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment
and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year
2023-24, no case of Sexual Harassment was reported.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy
(CSR) Rules, 2014 are not applicable to the Company during the financial year under review.

34. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its
activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and
Unit Operations for increased safety and reduction of human error element. Enhanced level of training on Process and
Behavior based safety, adoption of safe and environmentally friendly production process. Management System is done
on a continuous basis.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

35. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial during the year under review.

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

The information relating to the conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 are not applicable to the Company during the financial year under review.

37. PUBLIC DEPOSITS

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with
the Companies (Acceptance of Deposits) Rules, 2014.

38. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as
Annexure 2 & 3 to this report.

39. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI(LODR), 2015 and is not applicable to your Company for
the financial year under review.

40. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI(LODR), Regulations,
2015 is presented in a separate section forming part of this Annual Report for the financial year ended March 31, 2024.

41. DISCLOSURE OF AGREEMENTS

Disclosure as required under para-F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, are not applicable to the Company during the financial year.

42. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or
elsewhere in this Annual Report, describing the Company's objectives, projections, estimates and expectations may
constitute 'forward looking statement' within the meaning of applicable laws and regulations. Actual results might differ
materially from those either expressed or implied in the statement depending on the Market conditions and
circumstances.

43. SECTION DISCLOSURES UNDER 134(3) (l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year of the Company and date of this report.

44. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

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

45. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients,
Financial Institutions, Banks, Central and State Governments, the Company's valued Investors and all other Business
Partners, for their continued co-operation and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their
continued contribution to promote its development.

For and on behalf of the Board of Directors of
Ganga Pharmaceuticals Limited

Sd/- Sd/-

Bharat Sharma Srijna Sharma

Managing Director Whole-Time Director

DIN:00077026 DIN: 00078169

Place: Virar

Dated: August 07, 2024
Registered office

Gangatat, Dhanvantri Marg,Gopcharpada,

Virar (E), Palghar - 401305