Godavari Biorefineries Ltd Directors Report

Dear members,

Your directors have pleasure in presenting the Seventy-First (71^st) Annual Report on the business and operations of the company and the audited financial statements for the year ended 31^st March, 2026.

FINANCIAL PERFORMANCE:

The standalone and consolidated financial performance of the Company is summarised below:

				(H in Lakhs)
	Standalone	Consolidated
	2025-2026	2024-2025	2025-2026	2024-2025
Revenue From Operation	1,96,492.02	1,85,316.64	1,98,794.26	1,87,025.12
Profit / (Loss) before Depreciation, Interest and Tax	13754340"	11:606 18"	13,932 81	12,030.71
Finance costs	41844 57”	7I60 79"	4,913.13	7,178.79
Profit / (Loss) after Interest but before Depreciation and Tax	8,698”83	4;445"39"	9,019.68	4,851.90
Depreciation & Amortisation	5,43180	4,98569"	5,449.18	5,005.69
Exceptional item (Income)/Expenses*	3;1f3gf	NIL	3,113.82	Nil
Profit / (Loss) Before Tax	r53“22"	(540 28")"	456.68	(153.77)
Taxes (Income)/Expense	29.60”	2J7567”	103.88	2,187.67
Profit / (Loss) After Tax (before Other Comprehensive Income)	123.62	(2,715.95)	352.80	(2,341.44)

*During the year under review, the company incurred a one-time expenditure amounting to RS. 3,113.81 lakhs, including H 2,665.59 Lakhs towards payment of additional harvesting charges for sugar season 2023-24 and RS. 448.22 lakhs for the impact of changes due to the new labour code. For further details, please refer to note no. 50 of the Standalone Financial Statement.

REVIEW OF OPERATIONS

On a standalone basis, your company has achieved sales turnover of RS. 1,96,492.02 Lakhs for the financial year 2025-26 as compared to the turnover of RS. 1,85,316.64 Lakhs in the previous year, an increase of 6.03% over the previous year. On a consolidated basis, the turnover in the current year was RS. 1,98,794.26. Lakhs. as compared to RS. 1,87,025.12 Lakhs in the previous year, an increase of 6.29% over the previous year.

On a standalone basis, your company has reported a profit of RS. 123.62 lakhs for the Financial Year 2025-26 (one-time expenditure amounting to RS. 3,113.81 lakhs,) as against the loss of H 2,715.97 in the previous financial year, 2024-25 (including a one-time tax expense impact of H 2,449.45). On a consolidated basis, the profit was RS. 352.80 lakhs (one-time expenditure amounting to RS. 3,113.81 lakhs,) for the current year as against the loss of H 2,341.47 lakhs, including a one-time tax expense impact of H 2,449.44 in the previous year.

STANDALONE DIVISION WISE REVENUE:

		(H in Lakhs)
DIVISIONS	2025-2026	2024-2025
Sugar	68,873.62	68,21540
Cogeneration	4,205 86
Biobased Chemicals	57J5709”	53,907 69
Distillery	65785545"	58,494 95
Total	1,96,492.02	1,85,316.64

TRANSFER TO RESERVES

During the financial year under review, your directors do not recommend the transfer of any amount to the general reserve of the company.

DIVIDEND

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the company has formulated

and adopted a dividend distribution policy as approved by its board of directors. The said Policy is available on the website of the Company at the following web-link: https:// www.godavaribiorefineries.com/sites/default/files/Divident Distribution Policv.pdf

To strengthen the financial position of the Company and to augment the working capital, your Directors do not recommend any dividend to the shareholders for the financial year ended 31^st March, 2026

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the company during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors state that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2026 the applicable accounting standards have been followed with no material departures.

b) they have selected such accounting policies and applied them consistently and made judgements 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 31^st March, 2026, and of the profit of the company for that period.

c) they 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.

d) they have prepared the annual financial statements on a "Going Concern” basis.

e) Proper internal financial controls were in place and the financial controls were adequate and were operating effectively.

f) 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.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31^st March, 2026, your company has five subsidiaries; the company does not have any joint ventures or associate companies or LLPs. During the year Sathgen Therapeutics LLC became a step-down subsidiary of the company. During the year under review, no company ceased to be a subsidiary, associate company or joint venture of the company.

Direct Indian Subsidiary

Solar Magic Private Limited (CIN: U01100MRS. 1998PTC113856)

The subsidiary is engaged in the business of, inter alia, trading in fertilisers and material for pipes and drip irrigation and manufacturing sugarcane seedlings and turmeric powder.

Direct Foreign Subsidiary

Cayuga Investments B.V., Netherlands (KVK NO: 34319213)

The subsidiary is engaged in the business of, inter alia, participating in, managing, financing and rendering services to businesses, companies and other legal entities which

operate in the field of processing and trading of chemicals, alcohol, sugar and its allied products.

Step Down Foreign Subsidiaries

a. Godavari Biorefineries B.V., Netherlands (KVK NO: 34325188)

The step-down subsidiary of Godavari Biorefineries Limited is engaged in the business of, inter alia, participating, managing, financing and rendering services to businesses, companies and other legal entities which operate in the field of processing and trading of chemicals, including renewable sources, alcohol, sugar and its allied products.

b. Godavari Biorefineries Inc., USA (EIN: 30-0546856)

The Company is engaged in the business of, inter alia, acting as intermediaries and consultants to provide support services.

c. Sathgen Therapeutics LLC (EIN:41-2664262)

This is the subsidiary of Godavari Biorefineries Inc., a step-down subsidiary of the company, engaged in the business of pharmaceutical marketing. (Business development for drugs developed by Godavari Biorefineries, Ltd, India)

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of each of the subsidiaries in the prescribed form, AOC-1, is annexed to the annual report; the financial statements of the subsidiaries are kept for inspection by the shareholders at the registered office of the company. The said financial statements of the subsidiaries are also available on the website of the company, www.godavaribiorefineries.com. under the Investors Section.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at www.godavaribiorefineries.com

The Company has also formulated a policy for determining material subsidiaries, which is uploaded on the website of the company: https://www. godavaribiorefineries.com/sites/default/files/Policy_ determine%20Material%20Subsidiary.pdf

CONSOLIDATED FINANCIAL STATEMENTS

Your directors are pleased to attach the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013, and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prepared in accordance with the provisions of the Companies Act, 2013, and the Indian Accounting Standards (Ind AS).

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There have been no material changes and commitments, if any, affecting the financial position of the company that have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

KEY REGULATORY CHANGES HAVING IMPACT ON FINANCIAL STATEMENTS

Impact of New Labour Code

Pursuant to the notification of the four new Labour Codes by the Government of India, viz., the Code on Wages, 2019; the Code on Social Security, 2020; the Industrial Relations Code, 2020; and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "New Labour Codes"), which have been made effective from November 21, 2025, the Company has reassessed its employee benefit obligations based on the revised definition of wages and expanded eligibility criteria under the New Labour Codes. Accordingly, the company has appropriately recognised the resultant impact in its financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators, courts or tribunals impacting the going concern status and the companys operations in the future.

DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Act, Dr Raman Ramachandran (DIN: 00200297), Non-Executive Director, and Mr Suhas Godage (DIN: 09227610), Executive Director (Work-Sakarwadi), of the company retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for reappointment.

Based on the recommendations of the NRC, the Board of Directors, at its meeting held on May 22, 2026, inter alia, approved the following, subject to the approval of the members:

(a) Re-appointment of Mr Samir Somaiya (DIN: 00295458) as Managing Director of the Company for a term of three years with effect from April 1, 2027, to be approved by the members by means of a special resolution.

(b) Re-appointment of Mr Suhas Godage (DIN: 09227610) as Whole Time Director, designated as Executive Director (Works-Sakarwadi) of the Company for a term of three years with effect from April 1, 2027, to be approved by the members by means of a special resolution.

(c) Appointment of Mr Dinesh Sharma (DIN: 11675064) as a Whole Time Director, designated as Executive Director,

(Works- Sameerwadi) the company for a term of three years with effect from the date of the ensuing Annual General Meeting of the company, to be approved by the members by means of a special resolution.

Necessary resolutions, seeking approval of the members, in respect of the above appointments/re-appointments have been included in the Notice of the ensuing Annual General Meeting, and the Board recommends the same for approval by the members with the requisite majority During the year under review, Mr. Nandan Dhanajay Mehta (DIN: 07134249) and Mr. Sean E. Reagan (DIN: 01490812) were appointed as Independent Directors of the Company with effect from September 30, 2025.

During the year under review, Mr. Hemant Luthra (DIN: 00231420) was re-appointed as an Independent Director of the Company for a second term of three consecutive years with effect from October 30, 2025, up to October 29, 2028.

Mr Sanjay Puri ceased to be an independent director of the company upon successful completion of his tenure on October 29, 2025. The board places on record its sincere appreciation for their valuable contributions during their tenure.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has approved the re-appointment of Dr Sangeeta Srivastava (DIN 00480462) as a Whole Time Director of the Company, designated as Executive Director, for a further term of three (3) years,w.e.f 1^st August, 2026 and the re-appointment of Mr Nitin Mehta (DIN 09174633 ) as Independent Director for a second tenure of five (5) years , w.e.f 1^st July, 2026 subject to the approval of the Members. Accordingly, the company has sought the approval of the members by way of a postal ballot notice dated May 22, 2026, in compliance with the provisions of the Companies Act, 2013; the rules made thereunder; the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and other applicable statutory provisions. In accordance with the applicable MCA and SEBI circulars, the postal ballot is being conducted through remote e-voting only, without the requirement of sending physical postal ballot forms. The results of the postal ballot will be declared in accordance with the applicable statutory requirements and will be made available on the companys website, the website of the agency providing the remote e-voting facility, and communicated to the stock exchanges where the equity shares of the company are listed.

The NRC considers the appointment and reappointment of independent directors after evaluating the skills, knowledge, experience and competencies required on the board in line with the approved skill matrix.

The Company has also disclosed on its website at www. godavaribiorefineries.com the details of the familiarisation programmes formulated to educate the Independent Directors regarding their roles, rights and responsibilities in the company; the nature of the industry in which the Company operates; the business model of the company; etc.

The Board confirms that all the Independent Directors possess integrity and the requisite expertise and experience to discharge their functions effectively.

Details of the director seeking appointment/reappointment at the Annual General Meeting, as required in terms of Regulation 36(3) of the SEBI Listing Regulations, are provided in the annexure to the explanatory statement to the notice.

Pursuant to the provisions of Section 203 of the Act, the key managerial personnel of the company are Mr Samir Shantilal Somaiya, Chairman and Managing Director; Dr Sangeeta Arunkumar Srivastava; Mr Bhalachandra Bakshi, Executive Director; Mr Suhas Godage, Executive Director (Works- Sakarwadi); Mr Naresh Khetan, Chief Financial Officer; Mr Shreyans Gang, Deputy Chief Financial Officer; Mr Manoj Jain, Company Secretary and Compliance Officer; and Ms Swarna Gunware, Joint Company Secretary. Except for the appointment of Mr Shreyans Gang as Deputy CFO and KMP, there was no other change in the Key Managerial Personnel during the period under review.

The Remuneration and other details of Key Managerial Personnel for the financial year ended MarcRs. 31, 2026 are mentioned in the Corporate Governance Report, forming part of this report.

MEETING OF THE BOARD OF DIRECTORS

The meetings of the board are held at regular intervals to discuss the pertinent matters with a formal schedule.

This information is furnished in the Report on Corporate Governance, forming part of this report.

DECLARATION FROM INDEPENDENT DIRECTORS

The company has received a declaration of independence as stipulated under Section 149(7) of the Companies Act, 2013, and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, from the independent director(s) confirming that he/she is not disqualified from being appointed/re-appointed/continuing as an independent director of the company as per the criteria laid down in Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independent directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The independent directors of the company have registered themselves with the data bank maintained by the Indian Institute of Corporate Affairs (IICA).

In terms of Section 150 of the Companies Act, 2013, read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have complied with the applicable requirements relating to the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA), either by successfully clearing the test or by being exempt from the requirement. Mr. Nandan Mehta is in the process of completing the applicable requirements.

In compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the independent directors have registered themselves with the Indian Institute of Corporate Affairs. Since a majority of the independent directors of the company have served as directors or key managerial personnel in listed companies or in an unlisted public company having a paid-up share capital of RS. 10 crore or more for a period not less than 10 years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014; the rest of the independent directors are in the process of passing their proficiency test.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee (NRC) and the Board have laid down the manner in which a formal annual evaluation of the performance of the Board, committees, individual directors and the Chairman & Managing Director has to be made.

The evaluation process includes circulation of a comprehensive questionnaire to all directors for evaluation of the board and its committees, board composition and its structure, board effectiveness, board functioning, information availability, adequate discussions, etc. This questionnaire also includes specific criteria and the grounds on which all directors, in their individual capacities, would be evaluated. The Chairperson of NRC analyses the responses to the questionnaire to arrive at an unbiased assessment, and the identified actionable areas are discussed and acted upon.

All directors responded through a structured questionnaire, giving feedback about the performance of the board, its committees, individual directors and the chairman & managing director.

BOARD COMMITTEES

The Board has constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee in terms of the requirements of the Companies Act, 2013, read with the rules made thereunder and regulations 18, 19, 20 and 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are furnished in the report on corporate governance.

SHARE CAPITAL

Authorised Share Capital

During the fiscal year 2026, there were no changes made to the authorised share capital of the company. As on MarcRs. 31, 2026, the authorised share capital stands at RS. 1,000,000,000/- (one hundred crore), which consists of the following:

• 8,2000,000 Equity Shares of RS. 10/- each.

• 1,800,000 Preference Shares of RS. 100/- each

The paid share capital of the company as on 31^st March,

2026, is RS. 511,759,770, comprising 51,175,977 equity shares of RS. 10/- each.

The company completed its Initial Public Offering (IPO) during the FY 2024-25. The proceeds of funds raised under the fresh issue during the IPO of the company are utilised as per the objects of the issue. The details of the utilization are given under Note No. 49 of the standalone financial statements of the company.

DEPOSITS

Pursuant to Section 73 of the Companies Act, 2013, read with Rule 2(e) of the Companies (Acceptance of Deposits) Rules, 2014, your company has obtained consent of the members to accept public deposits at its annual general meeting held on 30^th September, 2016, and started accepting the deposits after due compliance of the provisions laid down in the Act.

Your company continues to receive/renew the fixed deposits in accordance with Section 73 of the Companies Act, 2013, read with Rule 2(e) of the Companies (Acceptance of Deposits) Rules, 2014, mainly from the cultivators who supply cane to the company, re-imposing the faith they have in the company, a relationship built over more than three decades of sustained business and the mutual trust between the cultivators and the management of the company.

The details of deposits covered under Chapter V of the Act are as follows:

					(Amount in H)
Balance at the beginning of the year	Deposit accepted/ renewed during the year	Amount repaid during the year	Balance at the end of the year	Amount remaining with Company (Matured but Not Claimed)	Interest paid during the FY
773,183,000	2,31,265,000	3,06,678,000	6,97,770,000	NIL	77,218,287

There has been no default in repayment of deposits or payments of interest thereon during the year. There is no unpaid amount of deposit due to be transferred into the IEPF during the year.

CORPORATE SOCIAL RESPONSIBILITY

Your company is committed to conducting its business in a socially responsible, ethical and environmentally friendly manner and to continuously work towards improving the quality of life of the communities in its operational areas.

In compliance with the requirements of section 135 read with Schedule VII of the Companies Act 2013, the Board had constituted a CSR Committee, which is responsible for fulfilling the CSR objectives of your company, comprising Prof. M. Lakshmi Kantam, Independent Director, as Chairman; Mr Hemant Luthra; Mr Bhalachandra Bakshi; and Mr Suhas Uttam Godage as its members.

The disclosures required to be given under Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are given in Annexure I to this Report

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules), the company has formulated the CSR Policy, which can be accessed on the companys website at www.godavaribiorefineries.com.

The Chief Financial Officer (CFO) of the company has certified that CSR funds so disbursed for the projects have been utilised for the purposes and in the manner as approved by the board.

INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY

The company has designed and implemented a process- driven framework for internal financial controls ("IFC”) within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. For the year ended MarcRs. 31, 2026, the Board considers that the company has a sound IFC commensurate with the nature and size of its business operations and is operating effectively, and there is no material weakness. The company has a process in place to monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps could have a material effect on the companys operations.

RISK MANAGEMENT

The company has in place an effective risk management framework, which is governed at the highest level by the board. The Risk Management Policy identifies elements of risk, if any, which, in the opinion of the Board may threaten the existence of the Company

The audit committee and the board periodically review the risks involved from time to time and take appropriate measures to minimise the same.

The Board of Directors of the company has duly constituted the Risk Management Committee (RMC), which assists the Board in monitoring and reviewing the risk management plan, the implementation of the risk management framework of the company and such other functions as the Board may deem fit.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board places the highest emphasis on sound governance practices and on sustaining stakeholder confidence and trust. In line with this commitment and to keep adequate oversight over transactions that may involve potential conflicts of interest, the company has a well-defined Related Party Transactions Policy (the "Policy”) and guidelines, and the audit committee reviews and monitors the related party transactions on a quarterly basis. During the year under review, the policy was reviewed by the audit committee.

The Audit Committee has granted omnibus approval to enter into different types of related-party transactions which are in the ordinary course of business, repetitive in nature and in the interest of the company. Further, all related party transactions entered were placed before the Audit Committee on a quarterly basis for which the company had taken omnibus approval from the Audit Committee.

There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large

Details of contracts/arrangements/transactions with related parties, as required to be disclosed in Form No. AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure II

Your directors draw the attention of the members to the notes nos. 35 to the standalone financial statements, which set out related party disclosures. All related-party transactions were placed before the audit committee and the board for their approval.

The Policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board, can be accessed at the Companys website at www. godavaribiorefineries.com

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

Information in accordance with the provisions of section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as Annexure- III to this report.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, and the rules made thereunder, the Company, at the 68^th Annual General Meeting of the Company held on 18^th September, 2023, M/s Verma Mehta & Associates, Chartered Accountants (Firm Registration No. 112118W), has been reappointed as Statutory Auditors of the Company for a second tenure of five years, commencing from the conclusion of the 68^th AGM till the conclusion of the 73^rd AGM.

The statutory auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

SECRETARIAL AUDITORS:

The Members at the 70^th Annual General Meeting held on September 30, 2025, appointed M/s Tushar Shridharani & Associates LLP, Practising Company Secretary, having firm registration No. LLPIN-ACL-9350, as secretarial auditors of the company for a period of 5 years from FY 202526 to FY 2029-30.

The secretarial auditors have confirmed that they have subjected themselves to the peer review process of the institute. of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI

The Board/Audit Committee reviews the independence and objectivity of the Secretarial Auditors and the effectiveness of the Audit process

COST AUDITORS:

The provisions of Section 148(1) of the Companies Act, 2013, are applicable to the company, and accordingly, the

The company maintains cost accounts and records in respect of the applicable products for the year ended MarcRs. 31, 2026.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, and as per the Companies (Cost Records and Audit) Rules, 2014 (the Rules), the Board, on the recommendation of the Audit Committee, at its meeting held on May 22, 2026, has approved the appointment of M/s R. Nanabhoy & Co., Cost Accountants, as the Cost Auditors for the Company for the financial year ending MarcRs. 31, 2027, at a remuneration of RS. 6,40,000 plus taxes and out-of-pocket expenses. They have confirmed their independent status and that they are free from any disqualifications under section 141 of the Companies Act, 2013.

A proposal for ratification of remuneration of the cost auditor for FY 2026-27 is placed before the shareholders. for approval in the ensuing AGM and was recommended by the board.

The Cost Audit Report for the financial year March, 2025 did not contain any qualification, reservation, adverse remark, or disclaimer, and the same has been filed with the Ministry of Corporate Affairs.

The report of the cost auditors for the financial year ended MarcRs. 31, 2026, is under finalisation and shall be filed with the Ministry of Corporate Affairs within the prescribed period.

There has been no instance of fraud reported to the Audit Committee or Board of Directors by statutory auditor or secretarial auditor, or cost auditor under Section 143(12) during the FY 2025-26.

AUDIT REPORT

The Statutory Auditors report to the shareholders does not contain any qualification, observation or comment or adverse remarks

The secretarial audit report for FY 2025-26 is attached as Annexure-IV to this report. The Secretarial Audit Report does not contain any qualification, reservation or disclaimer or adverse remarks.

PREVENTION OF SEXUAL HARASSMENT IN THE WORKPLACE

The company is committed to providing a safe and respectful work environment and enforces a zero-tolerance approach towards any conduct which can be considered as sexual harassment. The company treats every employee with dignity and respect and fosters the creation of a workplace which is safe and free from any act of sexual harassment.

The company has a policy on Protection of Womens Rights at the Workplace as per the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules thereunder (POSH Act & Rules). The policy is applicable to all Godavari establishments across the country. The policy has been widely disseminated. The company has constituted internal committees to ensure implementation and compliance with the provisions of the act and the rules.

The company has constituted an internal committee for redressal and timely management of sexual harassment complaints. The internal committee have a minimum of 50% women representatives. The Internal Committee has a senior woman leader as the presiding officer of the committee and one external member who is a subject matter expert in this regard.

This policy encompasses the following:

• To define Sexual Harassment

• To lay down the guidelines for reporting acts of Sexual

• To provide the procedure for the resolution and redressal of complaints of sexual harassment.

The company has complied with the requirement of the constitution of internal committees as stipulated under the POSH Act & Rules.

During FY 2025-26, no complaints were received.

Complaints as on 1 April, 2025	NIL
Complaint received during the year	NIL
Complaint resolved during the year	NIL
Complaint pending as on 31t March, 2026	NIL

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has disclosed the particulars of the loans given, investments made, guarantees given or security provided during the year, as required under Section 186 of the Companies Act, 2013; Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in Notes forming part of the financial statements.

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each director to the median remuneration of the employees (MRE) and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is attached herewith as Annexure - V to this report

b) The information in respect of the remuneration of employees of the company pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is provided in Annexure V forming part of this Boards Report. In terms of section 136(1) of the Companies Act, 2013, and the rules made thereunder, it is excluded in the report and accounts being sent to the shareholders. Any member interested in obtaining a copy of the same may write to the company secretary at the registered office of the company. None of the employees listed in the said annexe are related to any director of the company

c) None of the directors of the company, except Mr Suhas Godage, are in receipt of any commission from the company or its subsidiary company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The company does not have any unpaid/unclaimed amount which is required to be transferred, under the provisions of the act, into the Investor Education and Protection Fund (IEPF) of the Government of India.

DISCLOSURE UNDER SECTION 43(A)(II) & SECTION 54(1)(D) OF THE COMPANIES ACT, 2013

During the financial year under review, the company has not issued any shares with differential voting rights and sweat equity shares, and hence, no information as required under Section 43(a)(ii) & Section 54(1)(d) of the Act read with applicable rules is required to be disclosed.

SECRETARIAL STANDARDS OF ICSI

The company has complied with the Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).

OTHER DISCLOSURE

EMPLOYEE STOCK OPTION SCHEME (ESOS)

Your company does not have any Employee Stock Option Schemes (ESOPs).

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on corporate governance and a certificate obtained from the secretarial auditors confirming compliance with corporate governance requirements provided in the aforesaid regulations are forming part of this boards report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the company and its businesses is given in the Management Discussion and Analysis, which forms part of this Integrated Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the requirement to furnish a Business Responsibility and Sustainability Report ("BRSR”) is applicable to the top one thousand listed entities based on market capitalisation. Since the company does not fall within the aforesaid category during the financial year under review, the provisions relating to the submission of BRSR are presently not applicable to the company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the annual return of the company is/shall be available on the Companys website at https://godavaribiorefineries.com/ our-company-investors

STATUTORY COMPLIANCE

The Company has Compliance Management Systems (CMS) and processes in place to comply with all applicable laws and regulations, including the CSR obligations and timely payment of taxes

MSME:

The company has registered itself on the Trade Receivables Discounting System (TReDS) platform through the service provider Receivables Exchange of India Limited. The Company complies with the requirement of submitting a half-yearly return (Form MSME-I) to the Ministry of Corporate Affairs within the prescribed timelines

INSOLVENCY AND BANKRUPTCY CODE (IBC):

There are no proceedings admitted against the company under the Insolvency and Bankruptcy Code, 2016.

REPORTING OF FRAUD

The auditors of the company have not reported any instances of fraud committed during FY2025-26 against the company by its officers or employees as specified under section 143(12) of the Companies Act, 2013.

MATERNITY BENEFITS

The company complies with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees. Adequate facilities and support are provided in line with statutory requirements

IT SECURITY BREACH & SAFETY

The company has implemented comprehensive IT security programmes supported by advanced technology and trained manpower to safeguard its employees and assets at its offices and plant from IT security breaches/cyberattacks.

During the financial year under review, no major security breaches or incidents have occurred. A comprehensive security risk assessment is carried out regularly, and adequate security measures are implemented to cater to changing security scenarios. The company has implemented adequate IT security measures and processes to protect its projects, personnel, information and assets.

VIGILANCE MECHANISM/WHISTLEBLOWER POLICY

The company has established a robust vigil mechanism and adopted a whistleblower policy in accordance with provisions of the act and listing regulations to provide a formal mechanism to its directors, employees or stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the companys code of conduct. The policy provides for adequate safeguards against victimisation of employees who avail themselves of the mechanism and enables direct access to the chairman of the Audit Committee. In terms of the Policy of the Company, no employee of the Company has been denied access to the Chairman of the Audit Committee of the Board. During the year under review, no such concern from any whistleblower has been received by the company.

The whistleblower policy is available on the companys website, along with other policies for easy access and information for employees. It can also be accessed on the Companys website at https://www.godavaribiorefineries. com/sites/default/files/Vigil Mechanism Policy GBL.pdf

ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, the Company did not have any instance of one-time settlement with any Bank or Financial Institution.

REMUNERATION FROM SUBSIDIARIES

Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

ACKNOWLEDGEMENTS

Your directors thank the members, customers, supply chain partners, employees, financial institutions, banks, central and state governments, government authorities, regulators, stock exchanges and various other stakeholders for their continued cooperation and support to the company.

For and on behalf of the Board of Directors
	Samir S. Somaiya
Date: 22nd May, 2026	Chairman and Managing Director
Place: Mumbai	DIN - 00295458