Your Directors have pleasure in presenting their Report on the business and operations of the Company along
with the Standalone and Consolidated Audited Financial Statements for the year ended March 31,2025.

FINANCIAL SUMMARY

(' All figures are in Rupees in Lakhs)

REVIEW OF OPERATIONS:

During the year under review, the Company reported standalone operating revenues of ' 47,734.21 Lakhs as
against ' 30,978.67 Lakhs and Total Comprehensive Income of ' 6,785.99 Lakhs as against ' 2,528.11 Lakhs in the
previous year, consolidated gross revenues for the year review were reported at ' 1,28,641.40 Lakhs as against
' 1,15,160.30 Lakhs and Total Comprehensive Income of ' 7,599.22 Lakhs as against '2,950.36 Lakhs in the
previous year.

DURING THE YEAR UNDER REVIEW

Shilpa Medicare has demonstrated remarkable
progress across our core business verticals of APIs,
Formulations, and Biosimilars, driven by our unwavering
commitment to scientific innovation and excellence
with a brief snaphsot hereunder:-

API Segment

• Completed capacity expansion for key products
viz. UDCA, Tranexamic Acid, Azacitidine,
Palbociclib and Nilotinib.

• Added new clients in various geographies

• Received CEP from EDQM for Teriflunomide,
Desmopressin, Octreotide and UDCA

• Commercial manufacturing started of large
polymer project received from a US MNC for non¬
pharma applications. Shilpa is the sole supplier
from India, with order value expected to increase
going forward.

• Filed US DMF for Liraglutide

• CDMO - Added 2 new customers, taking the total
count to 20

o New dedicated block for OLC expected to be
commercialized in FY26

• Successfully concluded US FDA inspection and
received EIR for Unit 1

• Unit 2 audit with US FDA was completed with
Zero observations

Formulations Segment

• Launched our 2nd NDA viz. Bortezomib RTU
Subcutaneous in US, scale up expected in FY26

• Received EU approval for Tadalafil ODF in EU
region

• All 3 approved NDAs have limited competition

• Launched first generic of Nilotinib capsules via a
partner

• SMLNUD07 - successfully completed Phase III
trials in India, awaiting marketing approval

• Unit VI at Dabaspet, Karnataka specialized in
manufacturing ODF & TD patches received US
FDA and EU GMP approval

• Submitted remediation work with the US FDA for
re-inspection of Jadcherla Unit

Biologics

• Entered into strategic partnership with Orion
Corporation for marketing and distribution of
Novel Biologic - Recombinant Human Albumin

• Signed strategic partnership with a Swiss
company, mABtree, adding a novel Biologic in the
immune-oncology space

• High concentration Adalimumab continues to
gain market share

• Initiated phase III trials for Aflibercept in India

• In process of building differentiated capacities
in ADCs - Building bioconjugation suite for Drug
Substance, Leveraging our HpAPI for Linker and
Payload.

• Biologics site at Dharwad received EU GMP
approval and GMP certification approval from
Oman MoH

R&D

• Successfully filed 22 new patents, taking the
cumulative total to about 585 patents and
pending applications in India and other countries.
Shilpa received grant of 8 patents in India and
other countries including the US, Europe etc,
expanding our global reach and protection

• Filed 15 new trademark applications and obtained
registrations for 7 trademarks from Indian
trademark office, enhancing our brand presence
in Indian domestic market.

• Unit VII, at Nacharam, Hyderabad, has US FDA, EU
GMP, CDSCO and DSIR accreditation

Other highlights

• Your Company has invested ' 21900 Lakhs during
the year on its ongoing expansion program along
with maintenance capex to better position itself
for achieving future goals.

STANDALONE AND CONSOLIDATED
FINANCIAL STATEMENTS:

The Standalone and Consolidated Financial

Statements of your Company have been prepared in

accordance with Indian Accounting Standards ('Ind

AS') notified under the Companies (Indian Accounting

Standards) Rules, 2015, as amended.

Further, a statement containing the salient features of
the Financial Statements of our subsidiaries pursuant
to subsection 3 of Section 129 of the Companies Act,
2013 in the prescribed form AOC-1 is appended as
Annexure-1 to the Board's Report. The Statement
also provides the details of performance and financial
position of each of the subsidiaries.

SUBSIDIARIES, ASSOCIATES & JOINT
VENTURES

The Company has direct and step down subsidiaries in
India and overseas. Consolidated financial statements
have been prepared by the Company in accordance
with the requirements of Ind AS 27 issued by Institute
of Chartered Accountants of India (ICAI) and as per the
provisions of the Companies Act, 2013 ("the Act”).

As per the provisions of Section 136 of the Act, separate
audited financial statements of subsidiaries are placed
by the Company on its website at www.vbshilpa.
com. Statement containing the salient features of
the financial statement of subsidiaries and associate
Companies for the year ending March 31,2025 in Form
AOC-1 and a Copy of the audited financial statement
of it's subsidiaries will be provided to the shareholders
upon their request.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in
the nature of business carried out by your Company.

UTILISATION OF FUNDS RAISED THROUGH
QUALIFIED INSTITUTIONAL PLACEMENT
(QIP):

During the financial year 2024-25, the Company
successfully raised a sum of ' 500 Crores through
a Qualified Institutional Placement (QIP) of equity
shares, in accordance with the provisions of Chapter
VI of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended.

The proceeds from the QIP were intended to be
utilized for the following objects as stated in the
placement document dated April 8, 2024:

1. Repayment or prepayment of full or in part of
certain outstanding borrowings availed by our
Company and our subsidiaries namely, Shilpa
Pharma Lifesciences Ltd & Shilpa Biologicals Pvt
Ltd

2. General corporate purposes.

The Board of Directors is pleased to inform that the
entire proceeds from the QIP have been fully utilized
during the year in alignment with the stated objectives.
A summary of the utilization of funds is as follows:

The utilization of QIP proceeds has been reviewed
and noted by the Audit Committee from time to time.
There has been no deviation or variation in the use of
funds as compared to the objects stated in the QIP
offer document.

The Company has complied with all applicable laws
and regulations pertaining to the issue and utilization
of funds.

DIVIDEND:

Your Directors recommended a dividend of ' 1/-
per equity share of ' 1/- each (i.e. 100%) for the FY25,
absorbing an amount of '977.91 Lakhs from the profits
of the FY25. The Dividend Distribution Policy of the
Company is set out as Annexure-2 and the same
is uploaded on the Company's website at https://
www.vbshilpa.com/pdf/Dividend%20Distribution%20
Policy Update.pdf

SHARE CAPITAL:

The paid up share capital of your Company is
' 9,77,90,908/- (Rupees Nine Crore Seventy Seven
Lakhs Ninety Thousand Nine hundred and Eight)
divided into 9,77,90,908 equity shares of ' 1/- each.

Pursuant to the provisions of section 124 (5) of the
Companies Act, 2013 read with the IEPF Rules, the
Company has transferred 1 6,662 shares, belonging
to the shareholders who did not continuously claim
dividend for seven years from the financial year 2016-17
to IEPF Account, the details of which are placed on the
website of the Company.

LISTING OF EQUITY SHARES:

The securities of the Company are listed on National
Stock Exchange of India Limited (NSE) and BSE
Limited (BSE). Further, the Company has no equity
shares carrying differential rights.

TRANSFER TO RESERVES:

During the financial year under review, your Company
has not transferred any amount to the general reserve.

DIRECTORS OR KEY MANAGERIAL
PERSONNEL:

Mr. Omprakash Inani (DIN No.01301385), Non-Executive
Director will retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for
re-appointment.

CHANGE IN DIRECTORSHIP

During the year there were no changes in the
Directorship.

Mr. Hetal Madhukant Gandhi (DIN: 00106895) was re¬
appointed for second term as Independent Director
for the period of 5 years in the 37th AGM held on
September 17, 2024, effective upto the conclusion of
the AGM to be held in 2029.

Further, Mr. Vishnukant C Bhutada was re-appointed
as Managing Director for a period of 5 years effective
from October 1, 2024 in the 37th AGM held on
September 17, 2024 in Shilpa Medicare Limited as
well as Shilpa Pharma Lifesciences Ltd, a material
subsidiary on a remuneration of ' 3.50 cr as minimum
remuneration in case of inadequacy of profits from
Shilpa Medicare Ltd, and remuneration in excess of 5%
of the net profits of Shilpa Pharma Lifesciences Ltd,
with an overall remuneration not exceeding ' 15.00 cr
p.a for reminder of the tenure.

Mr. Kalakota Sharath Reddy (DIN: 03603460), Whole
Time Director of the Company, was re-appointed in
the 35th AGM held on September 28, 2022 for the
further period of 3 (three) yrs w.e.f. October 1,2022 and
whose office shall not be liable to retire by rotation,
being eligible, offers himself for reappointment.

Dr. Kamal K Sharma (DIN: 00209430) and Dr. Anita
Bandyopadhyay (DIN NO: 08672071) were appointed
as Independent Directors of the Company for the
period of 3 years in the 35th AGM held on September
28, 2022. The tenure of Dr. Kamal K Sharma
(DIN: 00209430) and Dr. Anita Bandyopadhyay (DIN
NO: 08672071) are due for completion and except
Dr. Kamal Sharma who did not express his willingness
to continue, their re- appointment sought is subject
to the approval of members of the Company at the
ensuing Annual General Meeting.

CHANGE IN KEY MANAGERIAL PERSONNEL

Mr. Vishnukant C Bhutada, Managing Director of
the Company was reappointed for 5 years w.e.f
October 1, 2024 and there were no changes in the
Key Managerial Personnel except re-appointment of

Managing Director of the Company. Following are the
key managerial personnel of the Company:

Mr. Vishnukant C Bhutada - Managing Director

Mr. Kalakota Sharath Reddy - Whole-time Director

Mr. Alpesh M Dalal - Chief Financial Officer

Mrs. Ritu Tiwary - Company Secretary & Compliance
Officer

NUMBER OF MEETINGS OF THE BOARD:

During the financial year, Four Board Meetings were
held as detailed below which are in compliance with
the provisions of the Companies Act, 2013, the Listing
Regulations and Secretarial Standards on Board
meeting:

1. May 23, 2024

2. August 08, 2024

3. November 13, 2024

4. February 10, 2025

STATEMENT OF DECLARATION GIVEN BY
INDEPENDENT DIRECTORS UNDER SUB¬
SECTION (6) OF SECTION 149:

The Independent Directors have submitted their
declaration of Independence, as required under
Section 149(7) of the Companies Act, 2013 stating
that they meet the criteria of independence as
provided in Section 149(6) and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

AUDITORS:

Statutory Auditors:

Members of the Company at the Annual General
Meeting held on September 28, 2022 approved the
appointment of M/s. Bohara Bhandari Bung And
Associates LLP, Chartered Accountants, Raichur FRN:
008127S/S200013, as the new statutory auditors of
the Company to hold office for one term of 5 years
commencing from conclusion of the ensuing 35th
Annual General Meeting up to the 40th Annual
General Meeting of the Company.

* The statutory auditor of the Company has changed
their name from M/s. Bohara Bhandari Bung And
Associates LLP to B N P S And Associates LLP w.e.f.
May 19, 2025.

Cost Auditors:

The Board, on the recommendation of the Audit
Committee, has appointed M/s. V.J. Talati & Co., Cost

Accountants, for conducting the audit of cost records
of various segments of the Company for the financial
year 2025-26. As required under Section 148 of the
Companies Act, 2013 and Rule 14 of the Companies
(Audit and Auditors) Rules, 2014, a resolution is being
placed at the ensuing Annual General Meeting for
ratification of remuneration payable to the said Cost
Auditors.

Secretarial Auditors:

Mr. D.S. Rao, Practicing Company Secretary was
appointed to conduct the Secretarial Audit of the
Company for the financial year 2024-25, as required
under Section 204 of the Companies Act, 2013 and Rule
9 framed thereunder. The Secretarial Audit Report, in
form MR-3, for the financial year 2024-25 forms part of
this Report as Annexure - 3.

The Secretarial Audit Report given by the Secretarial
Auditor in Form No. MR-3 as per the provisions of
Section 204 of the Companies Act, 2013 read with
Rules framed thereunder for the financial year ended
March 31,2025 has been annexed to this Board Report
and marked as Annexure -3 and forms part of the
Annual Report.

In accordance with the provisions of Section 204 and
other applicable provisions of the Companies Act,
2013, read with Rule 9 of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force)
('the Act') and Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('SEBI
Listing Regulations'), every listed company is required
to annex a Secretarial Audit Report, issued by a
Practicing Company Secretary, to their Board's report,
prepared under Section 134(3) of the Act. Additionally
as per the recent amendment in SEBI LODR, a listed
entity must appoint an individual as Secretarial
Auditor (Peer Reviewed) for a maximum one term of
five consecutive years, with member's approval to be
obtained at the Annual General Meeting.

Accordingly, the Audit Committee and the Board of
Directors at their meeting held on August 13, 2025,
has recommended the appointment of Mr. D.S. Rao,
Practicing Company Secretary, as the Secretarial
Auditor of the Company for a period of five (5)
consecutive years, commencing from April 1, 2025 to
March 31,2030, subject to approval of the Members at
the Annual General Meeting. Furthermore, in terms
of the amended regulations, Mr. D.S. Rao, Practicing
Company Secretary has provided a confirmation that
they have subjected themselves to the peer review
process of the Institute of Company Secretaries of

India and holds a valid peer review certificate. Mr. D.S.
Rao, Practicing Company Secretary has provided a
declaration to that effect that they are not disqualified
from being appointed as Secretarial Auditor and that
they have not taken up any prohibited non secretarial
audit assignments for the Company, its holding and
subsidiary companies. While recommending Mr. D.S.
Rao, Practicing Company Secretary for appointment,
the Board and the Audit Committee evaluated various
factors, including the firm's capability to handle a
diverse and complex business environment, its existing
experience in the Company's business segments,
its industry standing, the clientele it serves, and its
technical expertise. Mr. D.S. Rao, Practicing Company
Secretary was found to be well-equipped to manage
the scale, diversity, and complexity associated with the
Secretarial Audit of the Company.

Internal Auditor:

Pursuant to the provisions of section 138 of the
Companies Act, 2013 and rules made thereunder, the
Board on the recommendation of the Audit Committee
has appointed M/s BDO India LLP as Internal Auditors
of the Company for the financial year 2025-26.

COMMENTS BY THE BOARD ON EVERY
QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMERS:

Statutory Auditors:

As there is no qualification, reservation or adverse
remark in the reports given by the Statutory Auditors,
your directors need not provide any clarification on the
same.

Secretarial Auditors:

As there is no qualification, reservation or adverse
remark in the reports given by the Secretarial Auditors,
your directors need not provide any clarification on the
same.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE OUTGO:

Information required under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is enclosed herewith as
Annexure - 4

RISK MANAGEMENT POLICY:

Pursuant to Regulation 21(4) of SEBI (LODR)
Regulations, 2015, the Board of Directors have
formulated and implemented a Risk Management
Policy, which identifies various elements of risks,
which, in its opinion, may threaten the existence of
the Company and contains measures to mitigate the
same. The Risk Management Policy of the Company is
hosted on the Company's website: www.vbshilpa.com.

A Risk Management Committee has been constituted
as per the terms of Regulation 21 of SEBI (LODR)
Regulations, 2015 to monitor and review the major
risks faced by and the risk management plan of the
Company periodically.

During the year two Risk Management Committee
meetings were held on September 11,2024 & March
07, 2025.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
POLICY:

In terms of the provisions of Section 135 read with
Schedule VII to the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, a Corporate Social Responsibility Policy
(CSR Policy), indicating the activities to be undertaken
by the Company, as framed by the Corporate Social
Responsibility Committee (CSR Committee) has
been adopted by the Board of Directors. Accordingly,
the Company has transferred the CSR amount to
'Shilpa Foundation', a public charitable trust taking
up various social public causes of the society in and
around Raichur, Karnataka and the activities of the
said trust are covered under the Schedule VII of the
Companies Act, 2013. A report on the CSR activities, as
required under Rule 8 of the Companies (Corporate
Social Responsibility) Rules, 2014, is enclosed herewith
as Annexure - 5.

The Company has constituted the CSR Committee for
monitoring the activities undertaken by the Company
in this regard. The CSR Policy of the Company
and other details as required is are placed on the
Company's website at https://vbshilpa.com/policies-
and-codes.php

A Committee of the Board named as "Nomination and
Remuneration Committee” has been constituted to
comply with the provisions of Section 178, Schedule IV
of the Companies Act and Regulation 19 of SEBI (LODR)
Regulations, 2015. It has been entrusted with the
task to recommend to the Company the prospective
Directors and KMP who possess the requisite skills
and positive attributes as specified in the Nomination
and Remuneration Policy.

The Nomination and Remuneration Committee has
formulated a Nomination and Remuneration Policy
which recommends the guidelines based on which
the annual performance of the Independent Directors,
Board and Individual Directors is carried out by the
Board.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy
of the Company is placed on the Company's
website at https://www.vbshilpa.com/pdf/

NominationRemunerationPolicy.pdf

FORMAL ANNUAL EVALUATION MADE BY
THE BOARD OF ITS OWN PERFORMANCE
AND OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

The Board of Directors have carried out an annual
evaluation of its own performance, as well as that of
its Committees and individual directors pursuant
to the provisions of the Sections 134 and 178 read
with Schedule IV to the Companies Act, 2013. A
structured questionnaire was prepared after taking
into consideration inputs received from the Directors,
covering various aspects of the Board's functioning
such as adequacy of the composition of the Board and
its Committees, execution and performance of specific
duties by the Board of Directors, independence
governance, ethics and values, attendance and
contribution at meetings etc.

The performances of the Independent Directors were
evaluated by the Board after seeking inputs from all
the directors on the effectiveness and contribution of
the Independent Directors.

The performance of the Committees was evaluated by
the Board after seeking inputs from the Committee
members based on the criteria such as the composition
of Committees, effectiveness of Committee Meetings,
etc.

The Board reviewed the performance of the
individual directors on the basis of criteria such as the
contribution of the individual director to the Board
and Committee Meetings, like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in Meetings, etc. In addition,
the Chairman was also evaluated on the key aspects
of his role.

In a separate meeting of Independent Directors,
performance of the Non-Independent Directors,
performance of the Board as a whole and performance
of the Chairman was evaluated, taking into account
the views of Executive Directors and Non- Executive
Directors. The Independent Directors also assessed the
quality, quantity and timeliness of flow of information
between the Board and the management that is
necessary for the Board to perform its functions
reasonably and effectively. The same was discussed in
the Board Meeting that followed the meeting of the
Independent Directors.

FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129 (3)
of the Companies Act, 2013, the Standalone and
Consolidated Financial Statements, drawn up in
accordance with the applicable Accounting Standards,
form part of this Annual Report.

In accordance with Rule 8 (1) of Companies (Accounts)
Rules 2014, the highlights of performance of the
Subsidiaries, Associates and Joint Ventures and
their contribution to the overall performance of the
Company have been detailed in Annexure - 1 enclosed
to this report.

Further, the annual accounts of all the subsidiary
companies are available on the Company's website
www.vbshilpa.com

Annual accounts of the Subsidiary Companies and
related detailed information will be available for
inspection by the members, at the registered office of
the Company and will also be made available to the
members upon request.

ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has Internal Control Systems,
commensurate with the size, scale and complexity of
its operations. Various Audit systems in the Company
monitor and evaluate the efficacy and adequacy
of the internal control systems of the Company, its
compliance with operating systems, accounting
procedures and policies at all locations of the
Company. Based on the audit reports, the concerned
department/ unit undertakes corrective action in
the respective areas and strengthens the controls.
Significant audit observations and corrective actions
thereon are presented to the Audit Committee of the
Board periodically.

The Board of Directors of the Company have adopted
various policies like Related Party Transactions
Policy, Whistle Blower Policy, Policy to determine
Material Subsidiaries, Code of Conduct for Regulating,
Monitoring and Reporting Insider Trading and such
other procedures for ensuring orderly and efficient
conduct of its business for safeguarding its assets,
prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and
timely preparation of reliable financial information.

DETAILS OF THE COMPANIES WHICH HAVE
BECOME OR CEASED TO BE SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR UNDER REVIEW:

The following instances took place during the year
under review which need to be reported in accordance
with Rule 8(5) (iv) of Companies (Accounts) Rules, 2014:

INM Nuvent Paints Private Limited (step down
Subsidiary) has struck-off in May 2025. In addition,
there are no new Companies that have become
Subsidiaries/Joint ventures/ Associate Companies of
Shilpa Medicare Limited.

The Hon'ble National Company Law Tribunal (NCLT),
Bengaluru Bench, vide its order dated June 18,
2025, has approved the Scheme of Amalgamation
between Shilpa Medicare Limited ('the Company')
and INM Technologies Private Limited, a wholly owned
subsidiary of the Company, with the Appointed Date as
April 1, 2024. Pursuant to the said order and upon the
effectiveness of the Scheme, INM Technologies Private
Limited ceases to be a subsidiary of the Company.

Your Company has filed a Second Stage petition
with National Company Law Tribunal for effecting
the amalgamation with Shilpa Therapeutics Private
Limited being the wholly owned subsidiary, The
Company is awaiting for the final order of the Hon'ble
tribunal in this regard.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013
Your Directors' confirm that:

Applicable accounting standards have been followed
in the preparation of the annual accounts and that no
material departures have been made from the same;

Accounting policies have been selected and applied
consistently. Judgments and estimates made 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 FY25 and of the profit of the Company for that
period;

Proper and sufficient care has been taken to maintain
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;

Annual accounts have been prepared on a going
concern basis

Adequate internal financial controls for the Company
to follow have been laid down and these are operating
effectively; and

Proper and adequate systems have been devised to
ensure compliance with the provisions of all applicable
laws and these systems are operating effectively

EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) ofthe Act and rule 12(1)
of the Companies (Management and Administration)
Rules, 2014 (as amended), a copy of the Annual Return
of the Company has been placed on the Website of
the Company at www.vbshilpa.com

OTHER DISCLOSURES:

Committees of Board:

Your Company has the following committees, namely:
Audit Committee

Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee

The constitutions of all the committees are as per the
provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015. The details of the constitution are
mentioned in Corporate Governance Report, which
forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT:

Regulation 15 of SEBI (LODR) Regulations, 2015 is
applicable to your Company and as such the details as
specified in Schedule V(C) of SEBI (LODR) Regulations,
2015, with regard to Corporate Governance Report
including Practicing Company Secretary's Certificate
on compliance with the conditions of Corporate
Governance specified in Schedule V(E) of SEBI (LODR)
Regulations, 2015 as well as a certificate as specified in
Schedule V(C)(10)(i) of SEBI (LODR) 2015 forms part of
the Annual report as Annexure- 6.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for
the year under review as stipulated under Regulation
34 read with Schedule V (B) to the SEBI (LODR)
Regulations, 2015 is annexed hereto and forms part of
this Annual Report.

VIGIL MECHANISM:

In pursuance to the provisions of Section 177(9) &
(10) of the Companies Act, 2013 and Regulation 22 of
SEBI (LODR) Regulations, 2015, a vigil mechanism for
directors and employees to report genuine concerns
has been established. The Policy on vigil mechanism
i.e. Whistle Blower Policy may be accessed on the
Company's website at https://www.vbshilpa.com.
The policy provides for a framework and process
for safeguard against victimization of director(s)
or employee(s) or any other person who avail the
mechanism and allow direct access to the Chairman
of the Audit Committee in exceptional cases. Your
Company adheres to uncompromising integrity in
conduct of its business and strictly abides by well-
accepted norms of ethical, lawful and moral conduct.
It has zero tolerance for any form of unethical conduct
or behaviour. Directors and employees are at liberty to
report unethical practices.

REMUNERATION RATIO OF THE DIRECTORS/
KEY MANAGERIAL PERSONNEL/EMPLOYEES:

Statement showing disclosures 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 is
enclosed herewith as Annexure-7.

PARTICULARS OF EMPLOYEES:

Statement of employees as required under Rule 5(2)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the statement
containing the particulars of top 10 employees in term
of remuneration drawn is available for inspection at
the registered office of the Company during business
hours. Any Shareholder interested in obtaining a copy
of the same may write to the Company Secretary at
the registered office of the Company.

COST RECORDS AND COST ACCOUNTS:

The Company is maintaining cost records and
accounts as specified by the Central Government
under subsection (1) of section 148 of the Companies
Act, 2013.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, AND REDRESSAL) ACT, 2013:

Your Company has always provided a safe and
harassment free workplace to every individual
working in its premises through various policies and
practices. Your Company always endeavors to create
an environment that is free from discrimination
and harassment, including sexual harassment. Your
Company has been actively involved in ensuring
that the clients and all the employees are aware of
the provisions of the POSH Act, 2013 and the rights
available to them there under.

Your Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal
Complaints Committee has been set up to redress the
complaints received regarding sexual harassment.

Complaint filed under Sexual Harassment of Women
at Workplace:

Your Company did not receive any complaints during
the period under review.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Details of the loans granted, guarantees given,
securities provided and investments made during the
year under review, as covered under Section 186 of the
Companies Act, 2013, are detailed in the notes to the
financial statements which may be read as a part of
this Report.

DEPOSITS:

During the year under review, your Company has not
accepted any deposits within the meaning of Section
73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS:

Related Party Transactions entered into during the
financial year under review are disclosed in Note No. 45
to the Financial Statements. These transactions were
at an arm's length basis and in the ordinary course of
business. There were no materially significant Related
Party Transactions with the Company's promoters,
directors, management or their relatives which could
have had a potential conflict with the interests of
the Company. Form AOC-2, containing a note on
the aforesaid Related Party Transactions is enclosed
herewith as Annexure - 8.

Related Party disclosures as per Schedule V of SEBI
(LODR) Regulations, 2015 are enclosed herewith as
Annexure - 9.

The policy on Related Party Transactions, as approved
by the Board may be accessed on the Company's
website https://www.vbshilpa.com/pdf/related party
policy.pdf.

BUSINESS RESPONSIBILITY &

SUSTAINABILITY REPORT:

The SEBI vide its circular dated May 10, 2021 made
Business Responsibility & Sustainability (BRSR)
Mandatory for top 1000 Listed Companies (by Market
Capitalization) from the FY23, while disclosure was
voluntary for the FY22.

Pursuant to Clause 34(2)(f) of the SEBI (LODR)
Regulations, 2015 Business Responsibility &
Sustainability Report, being applicable to the Company,
forms part of the Board Report as Annexure - 10.

CREDIT RATING:

India ratings and Research has issued Shilpa Medicare
Limited credit rating on fund based working capital
limits at IND A /Positive/IND A1.

GENERAL:

Your Directors state that no disclosure or reporting
is required in respect of the following items as there
were no transactions on these items during the year
under review:

Issue of equity shares with differential rights as to
dividend, voting or otherwise. Issue of shares (including
sweat equity shares) to employees of the Company
under any scheme.

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

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in
future.

No frauds were reported by the auditors during the
year under review.

There are no material changes and commitments
affecting the financial position of the Company
occurred between the end of the financial year to
which the financial statements relate and the date of
the report.

No applications were filed before or any proceedings
pending under the Insolvency and Bankruptcy Code,
2016

The details of Difference between valuation done at
the time of one time settlement and the valuation
done while taking loan from the banks and financial
institutions along with the reason thereof - Not
Applicable.

The Company has complied with Secretarial Standards,
i.e. SS-1, and SS-2 relating to Meetings of the Board of
Directors and General Meetings respectively, issued
by the Institute of Company Secretaries of India and
notified by the Ministry of Corporate Affairs.

Your Directors wish to express their gratitude to the
Central and State Governments, investors, analysts,
financial institutions, banks, business associates and
customers, the medical profession, distributors and
suppliers for their whole- hearted support. Further,
Your Directors would like to express the appreciation
to all the employees of your Company for their
continued dedication, significant contributions, hard
work and commitment towards achieving the objects
of the Company.

For and on behalf of the Board of Directors
Shilpa Medicare Limited

Sd/-

Omprakash Inani

Place: Raichur Chairman

Date: August 13, 2025 DIN: 01301385