Godavari Drugs Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting the 37th Annual Report on the business and operations of Godavari Drugs Limited (‘the Company or ‘GDL) and the Audited Financial Statements for the financial year ended March 31, 2025.

1. Financial Highlights

During the year under review, performance of your company is as under:

Rupees in Lakhs

PARTICULARS	Year ended 31st March 2025	Year ended 31st March 2024
Total Turnover	11,432.73	15732.94
Revenue from Operations	11,335.01	15671.19
EBITDA	1280.50	1392.18
Less: Finance cost	473.20	491.50
Less: Depreciation	244.76	199.46
Profit before tax & exceptional items	562.54	701.22
Less: Exceptional items	-	9.04
Profit before tax	562.54	692.18
Less: Tax expenses	-124.54	-137.29
Profit After Tax	438.00	554.89
Transferred to general reserve	-	-
Proposed Dividend	-	-

2. Company Performance

For the financial year ended 31st March 2025, your Company achieved a turnover of _11,432.73 lakhs and recorded a net profit of _438.00 lakhs, as against a turnover of _15732.94 lakhs and net profit of _554.89 lakhs in the previous year In light of evolving industry dynamics and to address future challenges Effectively, the Company intends to adopt strategic initiatives aimed at revitalizing operational performance. Key focus areas include strengthening the supply chain by diversifying supplier bases, enhancing inventory management systems, and streamlining logistics and distribution frameworks to minimize disruptions and ensure timely product delivery. Furthermore, staying abreast of regulatory developments, fostering stronger customer engagement, and recalibrating marketing and sales strategies in alignment with market trends will be instrumental in reinforcing the Companys competitive position and driving sustainable growth in the pharmaceutical sector.

3. Transfer to Reserve

The Company has not made any appropriations to the General Reserve. A sum of _438.00 lakhs is proposed to be carried forward as retained earnings in the Statement of Profit and Loss.

4. Dividend

To Conserve the Funds for Operations of the Company, the Board does not recommend any dividend for the year ended March 31, 2025.

5. Material Changes and Commitments

There were no material changes and commitments affecting the financial position of your Company that have occurred between the end of the financial year 2024-25 and the date of this report.

6. Share Capital

During the year under review, there was no change in the paid up share capital of your Company. The paid up Equity Share Capital of your Company as on 31st March, 2025 stood at was Rs.7,53,05,000, comprising of 75,30,500 Equity shares of face value of Rs. 10/- each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity

7. Details of Subsidiary, Joint Venture or Associates

During the Financial Year 2024-25 your company does not have any Subsidiaries, associates or joint ventures.

8. Listing of Equity Shares

Your Companys equity shares are listed on the following Stock Exchanges:

(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai- 400 001, Maharashtra, India;

Your Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2024-25.

9. Corporate Social Responsibility

Your Company, as part of its Corporate Social Responsibility (CSR) initiative, undertook and supported activities like education & skill development, health & wellness, and environmental sustainability including biodiversity, energy & water consumption.

Your Company has a Policy on Corporate Social Responsibility (CSR). The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as "Annexure IV" to this report. The CSR Policy is posted on the website of your Company which may be accessed at www.godavaridrugs.com Further, pursuant to the provisions of Section 135 of the Companies Act, 2013 your Company was required to spend an amount of Rs. 12.58 Lakhs towards CSR Activities. 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.

10. Internal Control Systems & their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

11. Statutory Auditors

M/s Ayyadevara & Co (FRN: 000278S)., Chartered Accountants, were appointed as Statutory Auditors of the Company at the 34th AGM held on 16th May, 2022, to hold Office till the conclusion of 6th Consecutive Annual General Meeting of the Company to be held in the year 2026-27, at such remuneration as may be mutually agreed upon between the Board of Directors and Statutory Auditors. M/s Ayyadevara & Co (FRN: 000278S)., Chartered Accountants has confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. The pro_le of the Statutory Auditors is available on the website of the Company at https://godavaridrugs.com/.

The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2024-25 and the Auditors Report forms part of this Annual Report.

12. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s VSS & Associates, Company Secretaries, Hyderabad as the Secretarial Auditor of the Company for the financial year 2024-2025. Secretarial Audit Report issued by Sri Vidya Harkut, Practising Company Secretary (CP No.7534), Partner, M/s VSS & Associates, Company Secretaries, Hyderabad in Form MR-3 is enclosed vide "Annexure III" forming part of this report and does not contain any qualification. The Board of Directors has appointed M/s VSS & Associates, Company Secretaries, Hyderabad as the Secretarial Auditor of the Company for a period of 5 Years the financial year 2025-2026 to Financial Year 2029-2030. Necessary consent has been received from them to act as Secretarial Auditors. M/s VSS & Associates, Company Secretaries, Hyderabad holds Peer Review Certificate No. 4615/2023 dated October 06, 2023, issued by the Institute of Company Secretaries of India, which is valid for a period of _ve years from the date of issue.

13. Cost Auditor

In terms of Section 148 of the Companies Act, 2013 (the Act) read with Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors has appointed to M/s. Bharathula & Associates, Cost Accountants (Firm Registration No. 101019) as Cost Auditor for the financial year 2025-2026. The Audit Committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

14. Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Internal Audit Records maintained by the Company.

During the year 2024-25, the Board has appointed S.K. Lahoti Associates, Chartered accountants as Internal Auditors to undertake the Internal Audit of the Company.

Further, the appointment of M/s. S.K. Lahoti Associates, Chartered accountants as Internal Auditors for financial year 2025- 26 was approved by the Board upon the recommendation of the Audit Committee upon such terms and conditions as mutually agreed, in its meeting held on 29.05.2025.

15. Explanation to Auditors Remarks

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Reporting of Frauds

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

17. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed , M/s. VSS & Associates, Company Secretaries (Peer Review Number: 4615/2023) to undertake the Secretarial Audit of your Company for the FY 2024-25.

The Secretarial Audit Report confirms that your Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report of the Company as per Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in "Annexure III" to this Report Further, we would like to clarify that the said Secretarial Audit Report does not contain any observations or qualifications or reservations or adverse remarks or disclaimers.

18. Compliance with Secretarial Standards

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating Effectively. During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

19. Details Of Directors Or Key Managerial Personnel Who Were Appointed Or Have Resigned During The Financial Year

The Board of directors of your Company has an optimum combination of Executive, Non-Executive and Independent Directors including Women Directors. i. Independent and Non-Executive Directors

In the opinion of the Board all the Independent Directors of your Company possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

All the Independent Directors have given declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of your Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Mr. Mukund Kakani (DIN 00104646 of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for re-appointment. Necessary resolution for her re-appointment is being placed for approval of the members at the AGM. The Board recommends his re-appointment as a Director of the Company. A brief resume of Mr. Ghanshyam Jaju and other relevant information have been furnished in the notice convening the AGM.

20. Committees i. Audit Committee

Your Board has in place, a duly constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition, attendance, powers and role of the Audit Committee are included in Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors. ii. Other Committees

Apart from the Audit Committee, the Board has also constituted the following committees, in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, which are in place and are discharging their functions as per terms of reference entrusted by the Board:

4 Nomination and Remuneration Committee

4 Stakeholders Relationship Committee

The composition, attendance, powers and role of the Committees are included in Corporate Governance Report which forms part of this Annual Report.

21. Policy on Directors Appointment and Remuneration and other matters (a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is posted on the website of your Company which may be accessed at www.godavaridrugs.com The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings. The remuneration paid to Directors and Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of your Company.

Brief terms of Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations are disclosed in the Corporate Governance Report, which forms part of this Report.

(b) Familiarization/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directors of the amendments in the Companies Act, rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws to your Company. All the directors were also apprised about the business activities of your Company. It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of the program is to familiarize Independent Directors on the Board with the business of your Company, industry in which your Company operates, business model, challenges etc. through various programs such as interaction with experts within your Company, meetings with our business leads and functional heads on a regular basis.

22. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and all other committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors & Non-Executive Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee 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.

The Directors expressed their satisfaction with the evaluation process.

23. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments made during the financial year ended 31st March, 2025, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements

24. Fixed Deposits

Your Company has neither accepted nor renewed any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no principal or interest was outstanding as on the date of the Balance Sheet.

25. Directors Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them, i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of your Company at the end of the financial year 2024-25 and of the profit or loss of your company for that period; iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; iv) The annual accounts for the year 2024-25 have been prepared on a going concern basis. v) That proper internal financial controls were in place and that the financial controls were adequate and were operating Effectively. vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating Effectively.

26. Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors had formulated Vigil mechanism which is in compliance with the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.godavaridrugs.com

27. Risk Management

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

28. Particulars of Contracts or Arrangements with Related Parties

All Related Party Transactions that were entered during the financial year under review were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially Significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. None of the transactions entered with related parties falls under the scope of Section 188(1) of the Act.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board may be viewed on the Companys website.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 shall be disclosed in Form No. AOC-2. As "Annexure I."

29. Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Act, the Annual Return of the Company as on 31st March 2025 is available on the Companys www.godavaridrugs.com.

30. Management Discussion & Analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as "Annexure VI" to this report.

31. Change in the nature of business

There has been no change in the nature of business of your Company during the year under review.

32. Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is herewith annexed as "Annexure V" to this report.

33. Corporate Governance

Your Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance for the year 2024-25 and a Certificate from M/s. VSS & Associates, Practicing Company Secretary is furnished which form part of this Annual Report.

34. Human Resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind your Companys vision. Your Company appreciates the spirit of its dedicated employees.

35. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work place

Your Company strongly supports the rights of all its employees to work in an environment that is free from all forms of harassment. Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.

Your Company has not received any complaint on sexual harassment during the year

36. Energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure II " to this report.

37. Significant and material orders passed by the regulators or courts

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

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

38. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st March, 2025.

39. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

During the year under review, the Company has not made any one-time settlement while taking any loans from the Banks or Financial Institutions

40. Green initiative in corporate governance

The ministry of corporate affairs ( MCA) has taken a green initiative in corporate governance by allowing paperless compliance by the companies and permitted the service of annual reports and documents to the shareholders through electronic mode subject to certain conditions and the company continues to send annual report and other communications in electronic mode to the members having email addresses.

41. Acknowledgment

The Directors express their sincere appreciation to the employees, valued shareholders, customers, bankers suppliers and government authorities for their continued support.

Annexure - I

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto

1. Details of contracts or arrangements or transactions not at Arms length basis.

SL. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship
b)	Nature of contracts/arrangements/transaction
c)	Duration of the contracts/arrangements/transaction
d)	Salient terms of the contracts or arrangements or transaction including the value, if any
		NA
e)	Justification for entering into such contracts or arrangements or transactions
f)	Date of approval by the Board
g)	Amount paid as advances, if any
h)	Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arms length basis.

					Duration of				Amount
Name of Related Party		Nature of Relationship					Salient Terms
					Contract				(In Lakhs)
Rent Paid:
Sushma Kakani		Relative of KMP		-			NA		4.80
Mohit Jaju		KMP		-					2> 8.40
Interest Paid:
Ghanshyam Jaju		Director					NA		31.37
Mukund Kakani		Managing Director					NA		35.41
Mohit Jaju		Director					NA		53.99
Sundry Creditors:
Sushma Kakani	Relatives of KMP		NA			NA				2.59
Mohit Jaju	Director		NA			NA				4.54
Loans:
			Repayable			after Carries		interest
Mohit Jaju	Director									525.00
			31.03.2026			rate of 12% p.a.
			Repayable			after Carries		interest
Mukund Kakani	Managing Director									340.00
			31.03.2026			rate of 12% p.a.
			Repayable			after Carries		interest
Ghanshyam Jaju	Director									312.00
			31.03.2026			rate of 12% p.a.

Note : As per provisions of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 none of the above mentioned transactions are material in nature a) Conservation of Energy

The company has installed energy efficient equipments like Multiple effect evaporators to achieve more efficiency in consuming steam and threby optimising use of fuel. Steps are taken on a continuous basis including conducting of energy audit to ensure optimal utilisation of power.

Continuous efforts are on to identify more energy efficient equipments to achieve better operational and cost efficiencies and also to consciously contribute in our own little way towards reduction in carbon emission

Capital investment on energy conservation equipments: Nil

b) Technology Absorption

Efforts made for technology absorption:

Focus is always on new ideas & innovations to support existing businesses. Backward integration has been taken up through innovative technology and in-house R & D has been successfully implemented. New equipments are installed and are running to achieve commercial implementations.

Benefits derived:

Focus on efficiency optimization has contributed on obtaining the targeted operations. Achieved better consistency of operation, thereby reaching improved production process, & improved cost of production.

Expenditure on Research & Development, if any:

a.	Capital	Rs. Nil
b.	Recurring	Rs. 23,42,792/-
c.	Total	Rs. 23,42,792/-
d.	Total R &D expenditure as a % of total turnovers:				0.21%
Details of technology imported, if any									NA
Year of import									NA
Whether imported technology fully absorbed									NA
Areas where absorption of imported technology has not taken place, if any									NA
Particulars			Unit				2024-25			2023-24
A. Power & Fuel Consumption
1. Electricity
a) Purchased
Units			000KWH				3773.47			4042.55
Total Amount			Rs. In Lacs				382.26			367.56
Average Cost			Rs. / KWU				10.13			9.09
2. Coal
Quantity				Tons		Nil		Nil
Total Cost / Average Cost				Rs. In Lacs		Nil		Nil
3. Furnace Oil
Quantity				K.L.		Nil		Nil
Total Cost / Average Cost				Rs. In Lacs		Nil		Nil
Agro / Ind. Waste
Quantity				Tons		7514.91		8004.80
Total Cost				Rs. In Lacs		367.06		390.98
Average Cost				Rs./ Per/ Kg		4.88		5.13
4. Other / Internal Generation				Nil		Nil		Nil

Form for Disclosure of particulars with respect to Conservation of Energy

Foreign Exchange Earnings/ Outgo:

Earnings	The foreign exchange earnings on account of sale of goods were USD 0.97 Lakhs (Rs. 78.67 lakhs)
	The foreign exchange outgo on account of purchase of raw material is USD 82.58 Lakhs
Outgo
	(Rs. 6967.41 Lakhs)

ANNEXURE - III

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Godavari Drugs Limited CIN: L24230TG1987PLC008016 Secunderabad - 500003

WWe have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Godavari Drugs Limited (CIN: L24230TG1987PLC008016) (hereinafter called "the company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Godavari Drugs Limiteds books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its Officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2025 ("Audit Period") has complied with the statutory provisions listed hereunder and also that the Company has adequate Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns _led and other records maintained by the Company for the financial year ended on 31st March, 2025 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) to the extent applicable:- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (To the extent notified).

(ii) The Listing Agreement entered into by the Company with Bombay Stock Exchange {SEBI (LODR), 2015}

During the year under review the Company has reasonably complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above as and where applicable.

We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable specifically to the Company and have obtained proper licences and their timely renewals:

(i) The Factories Act, 1948

(ii) Food and Drugs Administration (iii) The Environment ( Protection) Act, 1986

(iv) Air (Prevention and Control of Pollution) Act, 1981 , Water (Prevention and Control of Pollution) Act, 1974 and Rules issued by the Maharashtra Pollution Control Board (v) Industrial Safety and Health License

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors during the year under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions at Board Meetings and Committee Meetings were carried out unanimously/with majority as recorded in the minutes of meetings of the Board of Directors or Committee of the Board as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with other applicable laws, rules, regulations and guidelines.

To,

The Members,

Godavari Drugs Limited CIN: L24230TG1987PLC008016 Secunderabad- 500003

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reffected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the veri_cation of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or Effectiveness with which the management has conducted the affairs of the company.

Annexure IV

Annual Report on CSR Activities

[Pursuant to Section 135 of the Companies Act, 2013and the Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. Brief outline of CSR Policy of the Company:

As an integral part of our Commitment to good corporate citizenship, we at Godavari Drugs Limited are aimed at demonstrating care for the community through its focus on education & skill development, health & wellness, and environmental sustainability including biodiversity, energy & water consumption. Also embedded in this objective is support for the marginalized cross-section of the society by providing opportunities to improve their quality of life.

2. Composition of CSR Committee:

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.

3. The web-link where composition of CSR Committee, CSR policy and CSR projects approved by the Board are disclosed on the website of the Company: weblink: https://www.godavaridrugs.com

4. Details of impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable – Not applicable

5. Details of the amount available for set-o_ in pursuance of sub-rule (3) of Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set-o_ for the financial year, if any : Nil

6. Average Net Profit of the Company as per Section 135 (5) of the Act : Rs. 629.23 Lakhs

7. (a) Two percent of average net profit of the Company as per Section 135(5) of the Act : Rs. 12.58 Lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : Nil (c) Amount required to be set-o_ for the financial year, if any: Nil (d) Total CSR obligation for the financial year ( 7a +7b -7c): Rs.12.58 Lakhs

8. (a) CSR amount spent or unspent for the financial year:

Total Amount			Amount Unspent (in Rs.)
Spent for the Financial Year	Total Amount transferred to Unspent CSR Account as per Section 135 (6)			Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)
(in Rs.)	Amount		Date of transfer	Name of the Fund	Amount		Date of Transfer
Rs 12.63 Lakhs	-			-	-		-

(b) Details of CSR amount spent against ongoing projects for the Financial year: Nil

(a) Details of CSR amount spent against other than ongoing projects for the Financial Year: Rs. 12.63 Lakhs

1) 2)	3)	4)	5)		6)	7)	8)
SI. No Name of the Projects	Item from the list of activities in Schedule VII to the Act.	Local area (Yes/ No).	Location of the project		Amount spent in the current Financial Year	Mode of Implementation Direct Yes/ No)	Mode of Implementation – Through Implementing Agency
			State	District			Name	CSR no.
1 Education & Rural Development	Promoting Education & Rural Development	Yes	Maharashtra	Nanded	Rs. 12.63 Lakhs	Yes	Aid to Physical Impaired, other government institutions & Rural Area

(b) Amount spent in administrative overheads : Nil

(e) Amount spent on impact assessment, if applicable: Not applicable (c) Total amount spent for the financial year (8c+8d+8e) : Rs. 12,62,906/-(d) Excess amount for set o_, if any : Nil

SI.No Particular	Amount (in Rs.)
i. Two percent of average net profit of the company as per section 135(5)	Rs 12,58,470/-
ii. Total amount spent for the Financial Year	Rs 12,62,906/-
iii. Excess amount spent for the financial year [(ii)-(i)]	Rs. 4,436/-
iv. Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	NIL
v. Amount available for set o_ in succeeding financial years [(iii)-(iv)]	NA

9. (a) Details of Unspent CSR amount for the preceding three financial years: Nil

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s) : Nil

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not applicable

11. Specify the reason (s), if the Company has failed to spend two percent of the average net profit as per Section 135(5) : Not applicable

Annexure – V

REPORT ON MANAGERIAL REMUNERATION

[As per Section 197 of the Companies Act, 2013, Read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

(A) Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel) rules, 2014.

I. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary, ratio of the remuneration of each Director to the median remuneration of the employees of the company are as under:

		Remuneration of		Ratio of remuneration
			% increase in
Sr.	Name of Director/ KMP and	Director/KMP for		of each Director/ to
			Remuneration in the
No	Designation	financial year 2024-25		median remuneration
			Financial Year 2024-25
		(in Lakhs)		of employees
	Ghanshyam Jaju
1		Nil	Nil	Not Applicable
	Chairman
	Mukund Kakani
2		18.00	No Change	4.94:1
	Managing Director
	Mohit Jaju
3		18.00	No Change	4.94:1
	Executive Director
	Syed Hussain
4#		0.80	No Change	0.22:1
	Independent Director
	Dinesh Udpa
5#		0.60	Nil	0.16:1
	Independent Director
	Vimala Madon
6#		0.80	No Change	0.22:1
	Independent Director
	Mahendra Uday Bhalerao
7#		0.80	No Change	0.22:1
	Independent Director
	Venkatesh Achanta
8	Company Secretary & Compliance	5.40	No Change	1.48:1
	Officer

# Sitting fees is also considered for calculation of remuneration for the above purpose

II. Percentage increase in the median remuneration of employees in the financial year:

The median remuneration is Rs. 30,714/- and the percentage increase in the median remuneration of employees in the financial year is 0.68%.

III. Number of permanent employees on the rolls of company:

Number of employees on the role of the Company as on 31st March, 2025 was 106 Nos.

IV. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2024-25 was 0.56% Percentage increase in the managerial remuneration for the year was -0.37%.

V. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid to directors, key managerial personnel and members of senior management is as per the Nomination and Remuneration Policy of the Company.

(B) Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the companies (appointment and Remuneration of managerial personnel) rules, 2014.

• Employed throughout the financial year and was in receipt of remuneration for the year in aggregate of not less than Rs. 1,02,00,000:- NIL

• Employed for a part of the financial year and was in receipt of remuneration at a rate in aggregate not less than Rs. 8,50,000/- per month:- NIL

• Employed throughout the financial year or part thereof, was in receipt of remuneration in the year which, in the aggregate or at a rate which in the aggregate was in excess of that drawn by the Whole-time Director and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company:- NIL