Concord Drugs Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Directors Report for the financial year ended 31 March 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The performance of the Company during the year has been as under:

(Rs. In Lakhs)

Particulars	Standalone FY 26 (2025-2026)	Standalone FY 26 (2024-25)	Consolidated FY 26 (2025-2026)	Consolidated FY 26 (2024-25)
Revenue from Operations	7,584.86	3,693.21	7,873.68	4,524.46
Other Income (Including Exceptions)	3.44	1.44	3.44	1.44
Total Expenses	7,443.44	3,630.52	7,729.81	4,456.77
Profit Before Tax	144.86	64.13	147.32	69.14
Less: Provision for Taxation	41.12	34.56	41.82	35.52
Profit After Tax	103.74	29.57	105.50	33.62
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income	103.74	29.57	105.50	33.62
Earning per Equity Share-Basic	0.93	0.30	0.95	0.34
Diluted (in Rs.)	0.93	0.30	0.95	0.24

2. REVIEW OF OPERATIONS

During the financial year 2025-26, the Company delivered a significant improvement in its overall financial performance as compared to the previous financial year. The Company continued to focus on strengthening its core operations, improving operational efficiency and maintaining prudent cost management.

On a standalone basis, revenue from operations increased substantially from 3,693.21 lakhs in FY 2024-25 to 7,584.86 lakhs in FY 2025-26, registering a growth of approximately 105.37%. Total income, including other income, stood at 7,588.30 lakhs during the year under review.

The Company reported Profit Before Tax (PBT) of 144.86 lakhs as against 64.13 lakhs in the previous year, reflecting an improvement of approximately 125.88%. After providing for taxation of 41.12 lakhs, the Profit After Tax (PAT) stood at 103.74 lakhs, compared with 29.57 lakhs in FY 2024-25, representing a substantial growth of approximately 250.83%.

The Earnings Per Equity Share (EPS) on a standalone basis improved from 0.30 per share to 0.93 per share, reflecting the significant improvement in the Companys profitability during the year.

2024-25 to 7,873.68 lakhs in FY 2025-26, representing a growth of approximately 74.03%. Consolidated Profit Before Tax increased from 69.14 lakhs to 147.32 lakhs, while Consolidated Profit After Tax increased from 33.62 lakhs to 105.50 lakhs.

The consolidated EPS increased from 0.34 per share in FY 2024-25 to 0.95 per share in FY 2025-26. The improvement in consolidated profitability reflects the overall strengthening of the Groups operating performance during the year.

The Company remains focused on sustainable growth, operational efficiency, prudent financial management and strengthening its business fundamentals. The management is optimistic about the Companys future prospects and remains committed to creating long-term value for all stakeholders.

3. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the applicable provisions of Ind AS 110 - Consolidated Financial Statements, read with Ind AS 28 - Investments in Associates and Joint Ventures, the audited consolidated financial statements of the Company for the financial year ended March 31, 2026, form an integral part of this Annual Report.

Pursuant to the provisions of Section 129(3) of the Act, read with the applicable rules made thereunder, the salient features of the financial statements of the subsidiaries and associates of the Company are set out in Form AOC-1, which forms part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial statements of the Company, including the consolidated financial statements, together with the audited financial statements of its subsidiaries, are available on the Companys website at: www.concorddrugs.com/investors/

The said documents shall also be available for inspection during business hours at the Registered Office of the Company, subject to applicable provisions of the Act.

4. DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year 2025-26. Accordingly, they have decided to utilize for improving the value of shareholders.

5. BUSINESS UPDATE AND STATE OF COMPANYS AFFAIRS

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

6. RESERVES

Pursuant to the provisions of Section 134(3)(j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to the General Reserve during the financial year under review. Accordingly, no amount has been transferred to the General Reserve during the financial year ended March 31, 2026. The closing balance of Other Equity, including retained earnings and other reserves, as at March 31, 2026, stood at 3,533.89 lakhs.

7. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

During the period under review and the date of Boards Report there was no change in the nature of Business.

8. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the period of the financial year ended March 31, 2026, the Company undertook significant capital-raising initiatives pursuant to the approvals obtained from the shareholders.

The Company increased its Authorised Share Capital from 11.00 Crores to 15.50 Crores, divided into 1,55,00,000 Equity Shares of 10/- each, pursuant to the approval of the members of the Company.

Further, the Company made a preferential issue of 31,75,000 Equity Shares at an issue price of 36.30/- per Equity Share, including a premium of 26.30/- per share, aggregating to 11.52525 Crores. The said preferential issue has resulted in an increase in the paid-up equity share capital of the Company from 10.00 Crores to 13.175 Crores.

In addition, the Company issued 20,25,000 Convertible Warrants at an issue price of 36.30/- per warrant, each warrant being convertible into one fully paid-up Equity Share of face value 10/- each. The total consideration represented by the warrants, upon their conversion, amounts to 7.35075 Crores.

Accordingly, the aggregate size of the preferential issue comprising Equity Shares and Convertible Warrants amounted to 18.876 Crores. The funds raised/being raised through the aforesaid issue are intended to strengthen the capital base of the Company, meet working capital requirements, support business expansion and fulfil the general corporate requirements of the Company.

The aforesaid increase in Authorised Share Capital and preferential issue of Equity Shares and Convertible Warrants constitute material developments subsequent to the financial year-end and have been appropriately disclosed in the relevant regulatory filings and sections of this Annual Report. Trading Approval and Listing Approval for the shares have been granted in the month of April 2026.

9. REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

10. SHARE CAPITAL

The authorized share capital of the Company stands at 15,50,00,000/- divided into 1,55,00,000 equity shares of 10/- each, as approved by the shareholders at the EGM held on 31 July 2025. During FY 2025-26, the Company completed a preferential allotment. On 20 November 2025, the Board allotted 31,75,000 fully paid-up equity shares of 10 each at 36.30 per share and 20,25,000 convertible warrants at 36.30 per warrant, each warrant carrying a right to subscribe to one equity share subject to the terms of issue. Accordingly, the paid-up equity share capital stood at 13,17,50,000/- as at 31 March 2026, comprising 1,31,75,000 equity shares of 10 each, excluding shares that may arise on conversion of outstanding warrants. The issue and allotment were undertaken pursuant to the approvals obtained under the Companies Act, 2013 and SEBI ICDR Regulations.

The Companys authorized share capital was increased from 11,00,00,000/- to 15,50,00,000/- pursuant to shareholders approval at the EGM held on 31 July 2025.

11. UNPAID/UNCLAIMED DIVIDEND

There is no unpaid or unclaimed dividend with the company till date.

12. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. During the Year, no amount of dividend/ was unpaid or unclaimed for a period of seven years and therefore no amount/shares is required to be transferred to Investor Education and Provident Fund under the Section 125 (1) and Section 125 (2) of the Act.

13. APPOINTMENT/RE-APPOINTMENT/RESIGNATION/RETIREMENT OF DIRECTORS/CEO/CFO AND KEY MANAGERIAL PERSONNEL

During FY 2025-26, Mr. Satyam Reddy Gopidi (DIN: 11282375) was appointed as an Additional Independent Director with effect from 8 September 2025 and was subsequently regularized by the members at the 30th AGM held on 30 September 2025 for a term of five years and Mr. K. Ramachandra Reddy (DIN: 02285257), Independent Director, ceased to be a Director with effect from 14 February 2026 on completion of his tenure. The Board/Committees were reconstituted accordingly. Further Mr. S. Nagi Reddy was re-appointed as Chairman & Managing Director for a further term commencing 30 May 2026 and Mr. S. Koni Reddy and Mr. S. Manoj Kumar Reddy were re-appointed as Whole-time Directors for five years commencing in September 2025.

14. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

15. BOARD MEETINGS

The Board of Directors duly met eight (8) times during FY 2025-26. The meetings were held on 23rd May, 2025, 27th June 2025, 3rd July 2025, 8th August 2025, 8th September 2025, 13th November 2025, 20th November 2025 and 14th February 2026.

16. MECHANISM FOR EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 1 to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. RATIO OF REMUNERATION TO EACH DIRECTOR

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. S. Nagi Reddy, Chairman and Managing Director, Mr. S. Koni Reddy, Whole time director and CFO and Mr. S. Manoj Reddy, Whole time director of the Company to the median remuneration of the employees is given as disclosure respectively in this report else where.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 profit or loss of the Company for that period;
iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. That the Directors have prepared the annual accounts on a going concern basis;
v. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has adequate internal control systems commensurate with the nature, size and complexity of its business operations. These controls are designed to provide reasonable assurance with regard to safeguarding of the Companys assets, reliability and accuracy of financial transactions and reporting, adherence to applicable laws and regulations, accounting policies and approval procedures, and the efficient and optimum utilisation of resources.

The internal control systems are reviewed periodically and strengthened, wherever considered necessary, to ensure their continued effectiveness. The Company also has a comprehensive budgetary control system to monitor revenue and expenditure against approved budgets on an ongoing basis.

During the financial year under review, no material or significant observations indicating any major inefficiency or inadequacy in the internal control systems were reported.

Further, the details regarding internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, appended as Annexure to this Report and forming an integral part thereof.

21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There have been no frauds reported by the auditors u/s 143(12).

22. CEO/CFO CERTIFICATION

The Managing Director and Whole-time director and CFO certification of the financial statements for the year 2025-26 is annexed in this Annual Report.

23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES

As at 31 March 2026, the Company has one subsidiary company, namely Proton Remedies Private Limited, which continues to be a wholly-owned subsidiary of Concord Drugs Limited.

The performance and financial position of the subsidiary have been duly considered by the Board. The audited financial statements of the subsidiary company for the financial year ended 31 March 2026, along with the relevant details required under the provisions of the Companies Act, 2013, have been duly considered and consolidated with the financial statements of the Company, wherever applicable.

In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary company in the prescribed Form AOC-1 is annexed to and forms part of this Annual Report.

The audited financial statements of the subsidiary company are available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. The Company shall also make available such financial statements to any member upon request in accordance with the applicable provisions of the Companies Act, 2013.

24. DETAILS OF DEPOSITS

During the financial year ended 31st March, 2026, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no instances of non-compliance with the provisions of the Companies Act, 2013 and the rules made thereunder relating to acceptance of deposits.

Pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) dated 22nd January, 2019, amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to furnish particulars of outstanding receipts of money or loans which are not considered as deposits, in Form DPT-3, as applicable.

The Company has complied with the applicable requirements relating to filing of Form DPT-3 with the Registrar of Companies within the prescribed timelines.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, guarantees or made any investments exceeding the limits under the provisions as prescribed in Section 186 of the Companies Act, 2013.

26. RELATED PARTY TRANSACTIONS

Our Company has formulated a policy on related party transactions which is also available on Companys website at www.concorddrugs.in. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. All Related Party Transactions entered into during the year were in the ordinary course of business and on an arms length basis. The details of such transactions are disclosed in the financial statements and Form AOC-2 annexed to this Report, as applicable made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to the financial statement which sets out related party disclosures pursuant to IND AS-24.

27. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, are provided hereunder:

A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Research & Development and Technology Absorption: Research and Development (R&D): NIL. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings: NIL. Foreign Exchange Outgo: NIL

28. COMMITTEES

i. AUDIT COMMITTEE

During the year, the Audit Committee is in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

ii. NOMINATION AND REMUNERATION COMMITTEE

During the year, the Nomination and Remuneration Committee is in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year, the Stakeholders Relationship Committee is in line with the provisions of Regulation 20 of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company, as the Company does not satisfy any of the prescribed thresholds relating to net worth, turnover or net profit as specified under Section 135(1) of the Companies Act, 2013, based on the immediately preceding financial year.

Accordingly, the provisions relating to constitution of the Corporate Social Responsibility Committee, formulation and adoption of a CSR Policy and undertaking of CSR activities under Section 135 of the Companies Act, 2013 and the rules made thereunder are not applicable to the Company.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith. Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

31. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS

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.

32. AUDITORS

i. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. PundariKashyam & Associates, Chartered Accountants, Hyderabad were appointed as statutory auditors of the Company from the conclusion of the 26th Annual General Meeting (AGM) of the Company held on 30.09.2021 till the conclusion of the 31st AGM to be held in the year 2026.

The notes on accounts referred to in the auditors report are self-explanatory and therefore dont call for any further comments by the Board of directors.

The present term of office of M/s. PundariKashyam & Associates, Chartered Accountants is accordingly due to expire at the conclusion of the ensuing 31st Annual General Meeting.

The Board of Directors, based on the recommendation of the Audit Committee, wherever applicable, proposes the re-appointment of M/s. PundariKashyam & Associates, Chartered Accountants, as Statutory Auditors of the Company for a further term of five consecutive years, from the conclusion of the ensuing 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting, subject to the approval of the members at the ensuing AGM and in accordance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013.

The Company has received the necessary consent and eligibility certificate from the proposed Statutory Auditors confirming that their re-appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and that they satisfy the prescribed eligibility and qualification requirements.

The Notes to Accounts referred to in the Independent Auditors Report are self-explanatory and, therefore, do not call for any further comments or explanations from the Board of Directors.

There are no qualifications, reservations, adverse remarks or disclaimers in the Independent Auditors Report requiring any clarification or explanation by the Board of Directors.

Statutory Auditors Report: The Independent Auditors Report on the audited financial statements for the year ended 31 March 2026 forms part of this Annual Report.

ii. Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI LODR, M/s. PSK & Associates, Practicing Company Secretaries, have undertaken the Secretarial Audit of the Company for FY 2025-26. The detailed Form MR-3 is annexed to this Report.

Secretarial Audit Report:

The Secretarial Auditor has reported that the Company has generally complied with the applicable statutory provisions and has proper Board processes and compliance mechanisms in place, subject to the observations reported in the Secretarial Audit Report.

The observations made by the Secretarial Auditor and the corresponding management explanations, wherever applicable, are as follows:

Observations of the Secretarial Auditor	Management Response / Clarification
The report under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 was submitted with a delay of 27 days, for which BSE issued an advisory.	The delay was not intentional and was due to administrative challenges. The Company has taken note of the observation and has advised the concerned officials to ensure timely filing of all statutory and regulatory compliances going forward.
Observations of the Secretarial Auditor	Management Response / Clarification
Certain mandatory disclosures prescribed under Regulation 46 of the SEBI (LODR) Regulations, 2015 were not available on the Companys website during the relevant period.	The Company has taken note of the observation and has initiated necessary steps to ensure that all mandatory disclosures are made available on the Companys website within the prescribed timelines.
The Company was non-compliant with Regulation 6(1) of the SEBI (LODR) Regulations, 2015 relating to appointment of a Company Secretary as Compliance Officer for the quarters ended December 2023 and March 2024, pursuant to which BSE levied an SOP fine of 2,00,600. The said fine has been paid.	The Company has taken note of the observation. The said non-compliance related to an earlier period and was due to an oversight and was not intentional. The SOP fine imposed by BSE has been duly paid. The Company has strengthened its compliance monitoring mechanism to avoid recurrence.
The Company had delayed filing of Form DIR12 with the Registrar of Companies in respect of changes in the particulars of its Directors.	The Company has taken note of the observation and has strengthened its internal compliance and monitoring mechanism to ensure that statutory forms are filed with the Registrar of Companies within the prescribed timelines.

Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 29.05.2026, was given by Practicing Company Secretary which was submitted to Stock Exchange within 60 days of the end of the financial year.

iii. Cost Auditor

The Company is in due compliance with the Companies (Cost Records and Audit) Rules, 2014. M/s. KJU & Associates, Cost Accountants are the Cost Auditors of the Company for the FY 2025-26. Further, Company has maintained the prescribed cost records. During the 2024 year, the Company received a communication from the Cost Audit Branch of MCA regarding delay in filing of the Cost Audit Report. The Company has submitted its response and the matter is presently pending, as applicable."

iv. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; M/s. Nazeerudeen & Co., Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2025-26.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

33. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, namely SS-1 and SS-2, subject to the observations, if any, contained in the Secretarial Audit Report.

34. DECLARATION BY THE COMPANY

The Company has issued the required declarations/certifications to its Directors confirming compliance with the applicable provisions of Section 164(2) as at 31 March 2026, subject to verification from the final statutory records.

35. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 for FY 2025-26 shall be placed on the website of the Company and the web-link shall be disclosed in the Directors Report after filing.

36. DISCLOSURE ABOUT COST AUDIT

The Company is required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, to the extent applicable to its business activities.

The Company has maintained the prescribed cost records in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

37. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure 6 for information of the Members.

38. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

39. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

40. INSURANCE

The properties and assets of your Company are adequately insured.

41. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure 7 for information of the Members.

The Certificate(s) issued by M/s PSK & Associates, Practicing Company Secretaries, pertaining to compliance of Corporate Governance conditions as applicable to the Company is annexed to Corporate Governance Report.

42. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

No compensation was paid to the Independent and Non-Executive Directors.

43. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

44. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No Complaints were pending at the beginning of the year or received during the year.

46. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

47. FAILURE TO IMPLEMENT CORPORATE ACTIONS

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

48. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

50. POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.concorddrugs.in.

51. EVENT BASED DISCLOSURES

During FY 2025-26, the Company undertook the following material corporate actions, subject to the applicable Companies Act, SEBI ICDR, SEBI LORD and BSE requirements:

• Issue of sweat equity shares: Nil.
• Issue of shares with differential rights: Nil.
• Issue of shares under employee stock option scheme: Nil.
• Buy-back of securities: Nil.
• Preferential allotment: 31,75,000 equity shares and 20,25,000 convertible warrants were allotted on 20 November 2025 pursuant to shareholder approval obtained on 31 July 2025.
• Increase in authorised share capital: increased from 11,00,00,000/- to 15,50,00,000/- pursuant to shareholders approval at the EGM held on 31 July 2025.
• Board/committee reconstitution: following cessation of Mr. K. Ramachandra Reddy with effect from 14 February 2026, the Board Committees were reconstituted and the revised composition was disclosed to BSE.

52. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls. Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure 6 and forms part of this Report.

53. CONSOLIDATED FINANCIAL STATEMENTS

The Company has one subsidiary company, namely Proton Remedies Private Limited, as at the end of the financial year under review. The said subsidiary continues to be a wholly-owned subsidiary of the Company.

In compliance with the provisions of Section 129 of the Companies Act, 2013, read with the applicable rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"), the Consolidated Financial Statements of the Company and its subsidiary have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS) and form part of this Annual Report.

The details of the financial performance of the subsidiary company, as required under the applicable provisions of the Companies Act, 2013, are provided in Form AOC-1, which is annexed to and forms part of this Annual Report.

The financial statements of the subsidiary company for the financial year ended 31 March 2026, together with the related information, have been considered for the purpose of preparation of the Consolidated Financial Statements of the Company.

54. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During FY 2025-26, Proton Remedies Private Limited continued as a subsidiary of the Company as at 31 March 2026. Any change in the subsidiary/associate status during the year shall be reflected in the final AOC-1 and consolidated financial statements.

55. PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

56. CREDIT & GUARANTEE FACILITIES

The Company has not availed credit and guarantee facilities.

57. RISK MANAGEMENT POLICY

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a periodical basis. Risk Management Committee of the Board of Directors of your Company assists the Board in overseeing and approving the Companys enterprise-wide risk management framework; and overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

58. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government. We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

59. ADJUDICATION ORDER AND SHOW CAUSE NOTICES

Company has received Notices from Ministry of Corporate Affairs, Cost Audit Branch for Non-Compliance of Section 148 of the Companies Act, 2013 for delay in filing Cost Audit Report for which company has submitted its reply and awaiting instructions form Ministry of Corporate Affairs.

60. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process was initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

61. STATUTORY COMPLIANCE

Based on the records and explanations available to the Company, the Company has complied with the applicable statutory requirements, subject to the observations/disclosures contained in the Secretarial Audit Report and other disclosures forming part of this Annual Report.

62. DEVIATIONS, IF ANY OBSERVED-ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL ISSUE ETC

During FY 2025-26, the Company raised funds through a preferential issue comprising 31,75,000 equity shares and 20,25,000 convertible warrants at an issue price of 36.30 each. Utilisation/deviation statements shall be reconciled with the audited books, quarterly filings and the objects stated in the offer documents. No deviation has been be reported unless supported by the prescribed Regulation 32 statements and records.

63. ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

Date: 07.09.2026

Place: Hyderabad

Sd/-

S. Nagi Reddy Chairman & Managing Director

(DIN: 01764665)

Sd/-

S. Koni Reddy

Whole time Director & CFO

(DIN: 02829319)