డైరెక్టర్ల నివేదిక Goldline Pharmaceutical Ltd.

Your directors have pleasure in presenting their 22^nd Annual Report and the Company’s Audited
Financial Statements for the financial year ended on 31^st March, 2026.

1. FINANCIAL RESULTS OF THE COMPANY:

The Company’s financial performance for the year ended 31^st March 2026 is summarized below:

(Amount in Rs. Lakhs)

2. STATE OF COMPANY’S AFFAIRS, RESULT OF OPERATION AND FUTURE
OUTLOOK:

STATE OF COMPANY’S AFFAIRS:

The Company is engaged in the business of marketing & trading pharmaceutical products under its brand
name “Goldline”, which is categorized into five segments, namely Goldline Pharma, Goldline Cardinal,
Goldline Aayushman, Goldline InLife, and Goldline Wellness. The Company does not undertake
manufacturing on its own but has entered into contractual arrangements with third-party manufacturers,
who produce the products in accordance with the Company’s prescribed standards and specifications, based
on market research and analysis.

The Company’s products are marketed and sold through a network of distributors, who in turn
supply to retailers and wholesalers, ensuring effective reach to end-users. This business model of
outsourced manufacturing and distributor-led marketing enables the Company to maintain
operational efficiency, product quality, and consistent supply while strengthening its brand
presence in the healthcare and wellness sector.

RESULT OF OPERATION:

During the year under review, the Company continued to demonstrate resilient performance and
maintained a satisfactory growth trajectory despite prevailing market conditions. The Company''s
sustained focus on operational excellence, prudent financial management, and business
development initiatives contributed positively to its overall financial performance.

During the year under review, the Company recorded a healthy increase in its financial
performance. Revenue from operations and other income increased from ?2,805.57 Lakhs in the
previous financial year to ?3,119.88 Lakhs, while Profit Before Tax increased from ?385.84 Lakhs
to ?538.54 Lakhs, reflecting strong operational efficiency, improved cost management, and
sustained business growth. Profit After Tax also witnessed a significant increase to ?411.71 Lakhs
as against ?283.43 Lakhs in the previous year, resulting in an improvement in Earnings Per Share
from ?4.11 to ?5.97.

The Board is pleased with the Company''s improved operational and financial performance during
the year and remains committed to enhancing stakeholder value through sustained growth,
operational excellence, and prudent financial management.

FUTURE OUTLOOK:

The Company enters the Financial Year 2026-27 with a strong financial foundation, improved
operational performance, and enhanced opportunities following its successful listing on the
Bombay Stock Exchange (BSE) SME Platform on May 19, 2026. The listing marks a significant
milestone in the Company''s growth journey and is expected to strengthen its corporate image,
improve access to capital markets, enhance stakeholder confidence, and provide greater financial
flexibility to pursue long-term strategic objectives.

Looking ahead, the Company remains committed to strengthening its market presence by
expanding its customer base, enhancing operational capabilities, and pursuing sustainable and
profitable growth. The management intends to leverage the benefits of its listed status to improve
governance standards, attract strategic business opportunities, and strengthen relationships with
customers, investors, lenders, and other stakeholders.

The Company will continue to focus on operational excellence through technology adoption,
process optimization, prudent financial management, and effective risk management practices. It
also aims to explore new business opportunities, diversify its revenue streams wherever feasible,
and improve overall productivity while maintaining cost efficiency.

The Board is confident that the Company''s robust business model, sound financial position,
experienced management team, and commitment to high standards of corporate governance will
enable it to capitalize on emerging opportunities and deliver sustainable value to its shareholders.

While the business environment may continue to present economic and industry-specific
challenges, the Company remains well-positioned to achieve consistent growth through disciplined
execution of its strategic initiatives.

The Directors place on record their sincere appreciation for the continued trust and support
extended by the shareholders, customers, business partners, financial institutions, regulatory
authorities, employees, and all other stakeholders, and look forward to another year of sustainable
growth and value creation.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company during current financial year.

4. CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any Subsidiary company, Associate Company and Joint Venture
Company. Hence company is not required to prepare Consolidated Financial Statement.

5. DIVIDEND:

The Board of Directors, does not recommend any Dividend for the equity shareholders for the
financial year ended 31^st March, 2026.

Further, the Board of Director have recommended Dividend for the preference shareholders at a
rate of 12% per annum for the financial year 2025-2026.

Further, the Board is pleased to inform that the Company has paid a dividend on its preference
share capital at the rate of 12%, aggregating to ?21,68,400/- during the year. This distribution
underscores the Company’s continued commitment to reward its preference shareholders while
maintaining prudent reserves to support future growth and strategic initiatives.

6. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013:

The company has transferred INR 411.71 Lakhs to the General Reserves during the current
financial year.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

The Company entered into the capital market with its Initial Public Offering (IPO) and allotted in
aggregate 27,00,000 equity shares of face value of Rs.10/- each, for the issue price of Rs. 43/- each
(including premium of Rs. 33/- each) on May 19, 2026 on BSE SME Platform.

The Company received approval on May 19, 2026 for listing. Apart from the above, there have
been no other material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

8. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE / ASSOCIATE COMPANY AND
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
ALONG WITH REASONS THEREFORE:

The Company does not have subsidiaries, joint ventures companies or associate companies during
the year. Hence, it is not applicable to the company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid during the year.

10. MEETINGS OF THE BOARD OF DIRECTORS:

NUMBER OF MEETING OF THE BOARD:

During the financial year ended 31^st March 2026, your directors held 9 (Nine) meetings.

The dates of Board Meetings are: -

11. AUDITOR’SREPORT:

There are no qualifications or observation or adverse remarks in the Auditors’ Report which
require any clarification/ explanation. Moreover, notes on financial statements are self-explanatory
and needs no further explanation. Hence Board of Director are not required to give any comment
under section 134 (3) (f) of Companies Act, 2013.

12. AUDITORS

a. Statutory Auditors:

M/s. B Shroff & Co., Chartered Accountants Nagpur (FRN: 006514W) were appointed as
Statutory Auditors of the Company at AGM held on 30^th September, 2024 and they shall be
holding their office till the conclusion of AGM relevant to Financial Year 2028-29.

There is no requirement for ratification of auditors in this Annual General Meeting as per the
provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditors’ Report are self-explanatory and therefore, do
not call for any further comments.

b. Cost Auditor:

Appointment of Cost Auditor pursuant to provisions of Section 148 of the Companies Act, 2013 is
not applicable to the Company.

c. Internal Auditor:

Appointment of Internal Auditor pursuant to provisions of Section 138 of the Companies Act, 2013
is not applicable to the Company.

d. Secretarial Auditor:

During the year, the Company has appointed M/s. Avinash Gandhewar & Associates, Practicing
Company Secretaries, a Peer Reviewed Firm, as a Secretarial Auditor pursuant to Section 204 of the
Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 for conducting secretarial audit of the company for the financial year
2025-26. The Secretarial Audit Report as required under section 204 of the Companies Act, 2013
and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-I.

13. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE
FINANCIAL YEAR ENDED 31.03.2026.

The Directors and KMP as on 31^st March 2026 are a follow:

14. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THEIR
SHAREHOLDING:

The Present directors & KMP of the Company as on 31.03.2026 are as follows:

15. DISCLOSURE UNDER SCHEDULE V (PART II) (SECTION II) (B) (IV) (IV) OF
COMPANIES ACT 2013:

The Company has paid managerial remuneration during the financial year 2025-26 in accordance
with the provision of Section 197 and Schedule V of the Companies Act, 2013.

16. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details 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, are given in the Annexure-II forming part of this report.

17. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

In accordance with the provisions of Section 197(14) of the Companies Act, 2013, it is hereby
confirmed that the Whole-time Director/Managing Director of the Company has not received any
remuneration or commission from the Company’s subsidiaries, as the Company does not have any
subsidiary.

18. LOANS, GUARANTEES AND INVESTMENTS: -

During the year under review the Company has not given any long-term loans and advances under
Section 186 of the Companies Act, 2013.

19. DEPOSITS:

The Company has not accepted/ renewed any deposits for the year ended 31^st March, 2026.

20. CONSERVATION OF ENERGY, 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 III”.

21. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The harassment at workplace. It has adopted the policy on prevention, prohibition and redressal of
sexual harassment at workplace in line with the provision of sexual harassment of woman at
workplace (prevention, prohibition and redressal) Act, 2013 and the rules thereunder for
prevention and redressal of complaints of sexual harassment at work place.

The Company has not received any complaint regarding sexual harassment during the Financial
Year 2025-26.

22. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does
not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required
to formulate policy on corporate social responsibility.

23. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect
to Directors’ Responsibility Statement, it is hereby confirmed that:

^a) In the preparation of the annual accounts for the financial year ended 31st March, 2026, the
applicable accounting standards read with requirement set out under Schedule III of the
Companies Act, 2013 had been followed and there is no material departure from the same;

b) The directors had 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 as at the end of the financial year 31^st March, 2026 and of
the profit of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

24. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section
149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in
Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25 of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.

25. AUDIT COMMITTEE: - {Section 177 (8)}

The provisions relating to the constitution of an Audit Committee under the Companies Act, 2013
became applicable to the Company in pursuance of the provisions of section 177 of the Companies

Act, 2013 a Committee of the board of directors be and is hereby constituted be called as “Audit
Committee” with the following members:

Note: During the year under review, the composition of the Audit Committee of the company
was not changed.

26. NOMINATION AND REMUNERATION COMMITTEE:

The provisions relating to the constitution of Nomination and Remuneration Committee under the
Companies Act, 2013 became applicable to the Company in pursuance of the provisions of section
178 of the Companies Act, 2013 a Committee of the board of directors be and is hereby constituted
and be called as “Nomination and Remuneration Committee” with the following members:

Note: During the year under review, the composition of the Nomination and Remuneration
Committee of the company was not changed.

27. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder’s Relationship Committee had duly formed in pursuance of the provisions of
section 178 of the Companies Act, 2013 a Committee of the board of directors be and is hereby
constituted be called as “Stakeholder’s Relationship Committee” with the following members:

Note: During the year under review, the composition of the Nomination and Remuneration
Committee of the company was not changed.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERA TIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and company’s operations in
future.

29. SHARE:

a. Authorized Capital:

During the financial year under review, there was no change in the Authorized Share Capital of
the Company.

As on March 31, 2026, the Authorized Share Capital of the Company comprised two classes of
shares, namely Equity Shares and Preference Shares, aggregating to INR 13,50,00,000 (Rupees
Thirteen Crore Fifty Lakh only), divided as follows:

• INR 11,00,00,000, divided into 1,10,00,000 Equity Shares of INR 10 each; and

• INR 2,50,00,000, divided into 2,50,000 Preference Shares of INR 100 each.

b. Issued, Paid-up and Subscribed Capital:

During the financial year under review, the Company has not allotted any shares.

As on March 31, 2026, the Paid-up Share Capital of the Company comprised two classes of
shares, namely Equity Shares and Preference Shares, aggregating to INR 8,70,70,000 (Rupees
Eight Crores Seventy Lakhs Seventy Thousand Only), divided as follows.

• INR 6,90,00,000, divided into 69,00,000 Equity Shares of INR 10 each; and

• INR 1,80,70,000, divided into 1,80,700 Preference Shares of INR 100 each

c. Issue and allotment of convertible warrants:

The Company has not issued any shares during the year under review.

d. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

e. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

f. Bonus Shares

The Company has not issued any Bonus Shares during the year under review.

g. EMPLOYEES STOCK OPTION PLAN (ESOP):

The Company has not provided any Stock Option Scheme to the employees.

e. DEBENTURES:

The Company has not issued any Debentures during the year under review.

30. FORMAL ANNUAL EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its
Committees, Executive Directors, and Independent Directors. Based on the same, the performance
was evaluated for the financial year ended March 31, 2026. As part of the evaluation process, the
performance of Non- Independent Directors, the Chairman and the Board was conducted by the
Independent Directors.

The performance evaluation of the respective Committees and that of Independent and Non¬
Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness,
quality of discussion, contribution at the meetings, business acumen, strategic thinking, time
commitment, and relationship with the stakeholders, corporate governance practices, contribution
of the committees to the Board in discharging its functions etc.

31. RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/ transactions entered by the Company during F.Y. 2025-26 with
related parties were on an arm’s length basis and in the ordinary course of business. There were no
material Related Party Transactions (RPTs) undertaken by the Company during the year that
require Shareholders’ approval under Section 188 of the Act.

All the transactions were in compliance with the applicable provisions of the Act. Given that the
Company has reported the transactions in pursuant to Section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has been provided in
Annexure-IV.

32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides
protection to all its assets against loss from unauthorized use and ensures correct reporting of
transactions.

The internal control systems are further supplemented by internal audits carried out by the
respective Internal Auditors of the Company and Periodical review by the management.

The Company has put in place proper controls, which are reviewed at regular intervals to ensure
that transactions are properly authorized, correctly reported and assets are safeguarded.

33. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for
conducting the business in a risk conscious manner. The Company has a structured and
comprehensive Risk Management Frame work under which the risks are identified, assessed, trace,
monitored and reported as a part of normal business practice. The Risk Management System is
fully aligned with the corporate and operational objectives. There is no element of risk which in the
opinion of the Board may threaten the existence of the Company.

34. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not required by the Company and accordingly such
accounts and records have not been made and maintained.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and
transparent manner by adoption of highest standard of professionalism, honesty, integrity and
ethical behavior, the Company has adopted a vigil mechanism policy. The mechanism of whistle
blower policy is in place.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 the Management’s discussion and analysis report is
annexed herewith as Annexure-V.

37. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as
investor related information. The link of website is https://www.goldlinepharma.in.

38. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate
governance requirements. Our disclosures seek to attain the best practices in corporate governance.
We also endeavor to enhance long-term shareholder value and respect minority rights in all our
business decisions.

As our company has been listed on SME Platform of BSE Limited as on 19^th May, 2026, therefore
by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 the compliance with the corporate Governance provisions as specified in
regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E
of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are
committed towards best corporate governance practices.

39. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

40. GENERAL MEETING:

The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting’,
has been duly followed by the Company.

Details of the General Meetings of the Company held during the financial year along with summary
of Resolutions passed thereat, as more particularly set out in the respective notices of such General
Meetings, as passed by the Members, are as follows:

41. REPORTING OF FRA UD:

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of
the Companies Act, 2013.

42. ANNUAL RETURN:

Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of
the Annual Return of the Company have been uploaded on the Company''s website
https://www.goldlinepharma.inin e-form MGT-7 for the financial year ended March 31, 2026.

43. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under
the Act, including paid maternity leave, continuity of salary and service during the leave period,
and post-maternity support such as nursing breaks and flexible return-to-work options, as
applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTACY CODE 2016:

During the financial year under review, there were no application/s made or proceeding were
pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

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

During the Financial year under review, there were no one-time settlement of Loans taken from
Banks and Financial institutions.

46. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF
THE COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial
year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant transactions recorded in the software and
the audit trail feature has not been tampered with and the audit trail has been preserved by the
company as per the statutory requirements for record retention.

47. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION)
RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the company to designate a responsible individual
for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same
has been reported in Annual Return of the company.

48. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to
time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of
India and approved by Central Government under section 118(10) of the Companies Act, 2013.

49. ACKNOWLEDGEMENT:

Your directors wish to express their grateful appreciation to the continued co-operation
received from the Banks, Government Authorities, Customers, Vendors and Shareholders
during the year under review and look forward to their continued co-operation in the years to
come.

Your directors also wish to place on record their deep sense of appreciation for the committed
service of the Executives, staff and Workers of the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Date: 04^th August, 2026

Place: Nagpur SD/- SD/-