Godavari Drugs Ltd Directors Report

Boards report

Dear Shareholders,

The Board of Directors (‘the Board) is pleased to present the 38th Annual Report of Godavari Drugs Limited together with the audited Standalone Financial Statements for the financial year ended March 31, 2026. This report covers the Companys financial and operational performance, significant developments during the year, corporate governance practices, and other disclosures as required under the Companies Act, 2013 (‘the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations).

Review of performance and state of Companys affairs:

During the year under report, your Company achieved a total turnover of Rs 10,661.32 /-Lakhs (previous year Rs 11,432.73/- Lakhs). The operations have resulted in profit of Rs 408.91/- Lakhs (previous year profit was Rs 438.00/- Lakhs) i.e., total comprehensive income for the period.

The financial summary and highlights are as follows:

(Rs in Lakhs)

PARTICULARS	Standalone 2025-26	Standalone 2024-25
Revenue from operations	10,580.81	11,335.01
Other income (Net)	80.51	97.72
Total Revenue	10,661.32	11,432.73
Total Expense	10190.53	10,870.19
Profit before Exceptional items	470.79	562.54
Exceptional Items	35.51	-
Profit / (Loss) before tax	506.30	562.54
Tax Expense	97.39	124.54
Profit / (Loss) after tax	408.91	438.00
Total other comprehensive income	-	-
Total comprehensive income for the period	408.91	438.00

Note: The above figures are extracted from the audited standalone financial statements as per Indian Accounting Standards (Ind AS).

Change in the nature of business:

There was no change in nature of the business of the Company during the financial year ended on March 31, 2026.

Dividend:

With a view to conserve resources for future business requirements, the Board of Directors has not recommended any dividend for the year under review.

Transfer to reserves:

In view of the accumulated losses, the Board of Directors of your Company has not transferred any amount to the reserves for the year under review.

Transfer to Investor Education and Protection Fund:

During the year under review, no unclaimed / unpaid dividend and the corresponding shares were transferred to Investor Education and Protection Fund ("IEPF").

The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the website of the Company at www.godavaridrugs.com.

Share Capital:

As on March 31, 2026, the paid up share capital of your Company stood at Rs 10,12,74,350/- divided into 1,01,27,435 equity shares of Rs 10/- each.

Disclosure under Section 62(1)(c) of the Companies Act, 2013:

During the financial year under review, the Company has allotted 23,60,065 Fully Convertible Warrants to the Promoter group on a preferential basis, pursuant to the Special Resolution passed by the members at the 1st Extra-Ordinary General Meeting held on 12th February, 2026, in accordance with the provisions of Section 62(1)(c) of the Companies Act, 2013 read with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Each Warrant carries a right to subscribe to one (1) equity share of face value Rs 10/- each at a price of Rs 89/- per share (including a premium of Rs 79/- per share), exercisable at any time within a period of 18 (Eighteen) months from the date of allotment. As on March 31, 2026, none of the said Warrants have been converted into equity shares. Upon full conversion, the said Warrants would result in the issuance of 23,60,065 additional equity shares of the Company.

Disclosure under section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 55(2) & 77 of the Companies Act, 2013:

The Company has not redeemed any shares / debentures during the financial year under review and hence no information as per provisions of Section 55(2) & 77 of the Act read with the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme (‘ESOS) during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 67(3) of the Companies Act, 2013:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.

Fixed deposits:

(Rs in Lakhs)

Sl. No.	Particulars
1.	Accepted / renewed during the year	Nil
2.	Remained unpaid or unclaimed at the end of the year.	Nil
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:- At the beginning of the year Maximum during the year At the end of the year	N/A
4.	Details of deposits which are not in compliance with the requirements of Chapter V of the Act;	Nil

Credit Ratings:

No credit ratings obtained by the Company for the year under review.

Subsidiaries, associate companies & joint ventures:

During the Financial Year 2025-26 your company does not have any Subsidiaries, associates or joint ventures.

Directors and Key Managerial Personnel:

Your Company has a well-diversified Board comprising of Directors having skills, competencies and expertise in various areas to ensure effective corporate governance of the Company.

As on March 31, 2026, the Board comprised of six (06) Directors, out of which three (03) were Non-Executive Independent Directors, one (01) Non-Executive Non-Independent Director and two (02) Executive Directors. The Company is in compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ghanshyam Jaju (DIN: 00104601), Non-Executive Non-Independent Director, being longest in office, shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The resolution seeking members approval for his re-appointment forms part of the AGM Notice.

During the year under review, Mr. Syed Anis Hussain and Mrs. Vimala Behram Madon, Independent Directors of the Company, have completed their respective second terms of five consecutive years as Independent Directors and have retired from the Board of Directors with effect from the close of business hours on June 23, 2025, pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board places on record its sincere appreciation for the valuable guidance and contributions made by Mr. Syed Anis Hussain and Mrs. Vimala Behram Madon during their tenure as Independent Directors of the Company.

Mrs. Shilpa Bung (DIN: 08257931) was appointed as an Additional Independent Director on the Board of Directors of the Company with effect from May 29, 2025 and was subsequently appointed as an Independent Director by the members of the Company at the 37th Annual General Meeting held on September 27, 2025, to hold office for a term of five consecutive years with effect from May 29, 2025.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them, if applicable, for the purpose of attending Board / Committee Meetings of the Company.

The Key Managerial Personnel (KMP) of the Company as on March 31, 2026 were:

- Mr. Mukund Kakani (DIN: 00104646) ? Managing Director

- Mr. Mohit Jaju (DIN: 03405414) ? Whole-Time Director & Chief Financial Officer

- Mr. Venkatesh Achanta ? Company Secretary & Compliance Officer

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors pursuant to the provisions of Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Independent Directors have also confirmed compliance with the provisions of Regulation 25(8) of the SEBI Listing Regulations by affirming that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Based on the declarations and confirmations received from the Independent Directors and after undertaking an assessment of the veracity of the same, the Board is of the opinion that all the Independent Directors fulfill the conditions specified under the Act and the SEBI Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Act and the Companys Code of Conduct applicable to the Directors and Senior Management Personnel.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience (including proficiency, wherever applicable) and fulfill the conditions for appointment as Independent Directors under the applicable provisions of the Act and the SEBI Listing Regulations.

Evaluation of Directors, Committees and the Board:

The evaluation process has been explained in the Corporate Governance Report which forms part of the annual report.

Number of meetings of the Board of Directors and its Committees:

The Board of directors met 06 (Six) times during the financial year 2025-26 under review through Video Conference mode / other audio visual means mode & physical mode.

The maximum interval between any two meetings was within the maximum allowed gap pursuant to the Act and SEBI Listing Regulations read with the Circulars issued by MCA and SEBI.

The Board meetings were held on May 29, 2025, August 13, 2025, November 14, 2025, January 15, 2026, February 11, 2026, and March 18, 2026.

The composition and the details of the meetings of the Board and its Committee held during the year are contained in the Corporate Governance Report which forms part of the annual report.

Nomination and Remuneration Policy:

The Nomination and Remuneration Committee is responsible for recommending to the Board, a policy relating to the appointment and remuneration of the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is available on the website of the Company at https://godavaridrugs.com/policies/.

Features of Nomination and Remuneration Policy:

- The policy has been framed in line with the Companys philosophy to ensure equitable remuneration to all the directors, key managerial personnel (KMP) and employees of the Company.

- The policy lays down the criteria, terms and conditions including qualifications and positive attributes for identifying persons who are qualified to become directors (executive and non-executive / Independent) and persons who may be appointed in senior management and key managerial positions of the company.

- The policy determines the remuneration of Directors, Key Managerial Personnel and other employees based on the Companys size and financial position and trends and practices on remuneration prevailing in peer companies.

- This Policy is divided in three parts:

Part ? A: covers matters to be dealt by the committee.

Part ? B: covers appointments and nominations.

Part ? C: covers remuneration and perquisites etc.

Risk Management Policy:

Your Company has devised and implemented a comprehensive ‘Risk Management Policy which provides for identification, assessment and control of risks that the company would face in the normal course of business and mitigation measures associated with them. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The Risk management policy has been appended to this report as Annexure-I.

Conservation of energy, technology absorption, research & development and foreign exchange earnings and outgo:

The relevant data pertaining to conservation of energy, technology absorption and other details are given in the Annexure – II, which forms part of this report.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report ("MDAR") for the year under review, as prescribed under Part B of Schedule V read with Regulation 34 of the SEBI Listing Regulations is appended hereto as Annexure – III and forms part of this report.

Managerial remuneration:

The information 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 disclosed in the Annexure – IV.

Particulars of employees:

During the financial year 2025–26, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Annual Return:

According to the provisions of Section 134(3)(a), a copy of annual return i.e., Form MGT–7 for the year ended March 31, 2026 has been placed on the Companys website: https://godavaridrugs.com/annual-return/

Directors Responsibility Statement:

We, the Directors of your Company, confirm, to the best of our knowledge and ability that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the Company for that period;

(c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) we have prepared the annual accounts on a going concern basis;

(e) we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

(f) we have devised proper systems to ensure compliance with the provisions of all applicable laws to the Company and that such systems were adequate and operating effectively.

Particulars of loans, guarantee, investments and securities:

There were no loans and advances, guarantees, investments made or security given to any Body Corporate by the Company during the financial year 2025-26.

Particulars of loans, advances, investments as required under the listing regulations:

The details of related party disclosures with respect to loans, advances, investment at the year end and maximum outstanding amount thereof during the year as required (under part A of Schedule V of the Listing Regulations) have been provided in the notes to the financial statements of Company.

Your directors draw attention of the members to note of 9 of the standalone financial statements which sets out the details of loan and advance, guarantee or investment.

Particulars of contracts or arrangements with related parties:

All contracts/ arrangements/ transactions entered by the Company during the FY 2025-26 with related parties were on an arms length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route.

There were no material transactions of the Company with any of its related parties as per the Act. Therefore the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2025-26 and hence, the same is not required to be provided.

During the FY 2025-26, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable. The Policy on Related Party Transaction is available on the Companys website: https://godavaridrugs.com/policies/

Your Directors draw attention of the members to note no. M to the standalone financials statement which sets out the related party disclosures.

Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility (‘CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (‘CSR Policy) Rules, 2014 are set out in Annexure - V of this Report. The Board in compliance with the provisions of Section 135(9) of the Companies Act, 2013, and rules made thereunder has not constituted CSR Committee as the amount required to be spent on CSR activities does not exceed 50 Lakh rupees and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of the company. The policy can be accessed at the following URL: https://godavaridrugs.com/policies/#

Material Changes affecting the Company:

There have been no material changes and commitments affecting the financial positions of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

Significant and Material orders passed by the Regulators or Courts:

- Appeal Pending with CESTAT, Mumbai amounting Rs. 16,29,999/-

- In Respect of Service Tax and Appeal Pending with CESTAT, Mumbai amounting Rs. 3,97,766/-

Apart from this there were no significant and material orders passed against the Company by the regulators or courts or tribunals during financial year 2025–26 impacting the going concern status and Companys operations in future..

Vigil mechanism for Directors and Employees:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal procedural course to the directors and employees to report their concerns about any poor or unacceptable practices or any event of misconduct or violation of Companys code of conduct. The purpose of this policy is to provide a framework to secure whistle blowing incidents and to protect the employees who are willing to raise concerns about serious irregularities within the Company. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of Vigil Mechanism is available on the Companys website at https://godavaridrugs.com/policies/

Statutory auditor:

Pursuant to the provisions of section 139 and other applicable sections of the Act, read with Companies (Audit and Auditors) Rules, 2014, as amended, the Company at its 34th AGM has appointed M/s Ayyadevara & Co., Chartered Accountants (Firm Registration No: 000278S) as the Statutory Auditors for a period of 5 years till the Conclusion of 39th Annual General Meeting.

Auditors Report:

The standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act.

The Auditors Report is enclosed with the financial statements in this Report. The Statutory Auditors were present in the last AGM.

Internal auditor:

The Company has appointed M/s. S.K. Lahoti Associates, Chartered Accountants (FRN: 001819S), Hyderabad as its internal auditors for the year 2025-26.

Cost auditor:

M/s. Bharathula & Associates, Cost Accountants (Membership no. 13760), were appointed as cost auditors of the Company for the financial year ended March 31, 2026. The Board of Directors of your Company has fixed Rs40,000/- (Rupees Forty Thousand only) as audit fees, which requires ratification by the members of the Company in terms of the applicable provisions of the Act. Accordingly, a resolution seeking members approval has been set forth in the notice of the 38th Annual General Meeting of the Company.

Disclosure under section 148(1) of the Act:

During the period under review, the Company has conducted the audit of cost records and maintained the cost records as specified by the Central Government under section 148(1) of the Act.

Secretarial Auditor:

M/s VSS & Associates, Company Secretaries, Hyderabad as the Secretarial Auditors of the Company for a period of five (5) consecutive years, commencing on from financial year 2025-26 till financial year 2029-30, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report. The audit report is enclosed as Form MR – 3.

Explanations or comments on auditors qualifications / adverse remarks / emphasis on matters:

There are no auditors Qualification / adverse remarks / Emphasis on matters.

Secretarial Standards:

During the financial year 2025–26, the Company has complied with provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Instances of fraud, reported by Auditors:

During the year, under section 143(12) of the Companies Act 2013, neither the Internal Auditors, Statutory Auditors or Secretarial Auditors have reported to the Audit Committee or the Board of the Company any material fraud by its officers or employees therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

Details in respect of adequacy of internal financial controls with reference to the financial statements:

The Company has a robust system of internal financial control, which is in operation. The internal financial controls have been documented, digitized and embedded in the day to day affairs of the business process of the Company. The effectiveness of the internal financial controls are obtained through management reviews at regular intervals, assessments, monitoring by the functional experts as well as auditing of the internal control systems by the internal auditors during the course of their audits. We believe that these systems provide better assurance that our internal financial control systems are well designed and are operating effectively.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI").

Your Companys corporate governance report for the financial year 2025–26 is appended to this annual report. A certificate on the status of compliance on corporate governance is also appended and forms part of this annual report.

Prevention of Sexual Harassment at Workplace:

Your Company has zero tolerance policy in case of sexual harassment at workplace and committed to provide a healthy environment to each and every employee of the Company. Your Company has in place ‘Policy on Sexual Harassment Redressal and all employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and in terms of section 22 of the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act, 2013 read with Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Rules, 2013, we report as follows for the year ended on March 31, 2026:

Sl. No	Particulars	Status
1	No of complaints received in the year	Nil
2	No of complaints disposed off in the year	Nil
3	Cases pending for more than 90 days	Nil
4	No of workshops and awareness programme(s) conducted in the year	02
5	Nature of action by employer or District office, if any	Nil

Statement on compliance with Maternity Benefit Act, 1961

As per the provisions of Companies (Accounts) Second Amendment Rules, 2025, it is hereby confirmed that the Company has complied with all the applicable provisions of Maternity Benefit Act, 1961.

Participation and voting at 38th AGM:

Pursuant to the General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs ("MCA") in continuation of its previous circulars (including General Circular No. 20/2020 dated May 5, 2020, and General Circular No. 09/2024 dated September 19, 2024), and in compliance with the provisions of the Act and Regulation 44 of the SEBI Listing Regulations, Companies are permitted to conduct their Annual General Meeting (AGM) through Video Conferencing (VC) / other audio visual means (OAVM), till further orders. The 38th AGM of the Company will be held VC/OAVM. Electronic copy of the Annual Report for the year ended March 31, 2026 and Notice of the AGM are being sent to all the members electronically whose email IDs are registered with the Company / Depository Participants(s) for communication purposes and a letter providing the web-link, where complete details of the Annual Report is available to those members who have not so registered.

A copy of the notice of the AGM and annual report are also available for download from the website of the Company at www.godavaridrugs.com.

Disclosure with respect to compliance to SEBI Listing Regulations, as amended from time to time:

The details with respect to Compliance with the SEBI Listing Regulations during the year are contained in the Corporate Governance Report which forms part of the annual report.

Corporate Insolvency Resolution Process (CIRP):

There were no proceedings either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

Other disclosures and affirmations

There was no instance of one-time settlement with any bank or financial institution during the reporting period.

Acknowledgements:

The Board of Directors take the opportunity to express their sincere appreciation for the continued support and confidence received from the Companys bankers, customers, suppliers, depositors and the shareholders.

The Company considers its employees as its most valuable asset. Employees at all levels have put in their best to the services of the Company and the Board puts on record the sincere appreciation of their dedication and loyalty.

By the order of the Board of Directors

For Godavari Drugs Limited

Place: Secunderabad

Date: 27/05/2026

sd/-

Mukund Kakani

Managing Director

DIN: 00104646