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, 2026.

FINANCIAL SUMMARY

REVIEW OF OPERATIONS:

During the year under review, the Company reported
standalone operating revenues of R 59,703 Lakhs
as against R 47,741 Lakhs and Total Comprehensive
Income of R 13,288 Lakhs as against R 6,594 Lakhs
in the previous year, consolidated gross revenues for
the year review were reported at R 1,53,887 Lakhs as
against R 1,28,643 Lakhs and Total Comprehensive
Income of R 24,719 Lakhs as against R7,599 Lakhs in
the previous year.

DURING THE YEAR UNDER REVIEW:

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

API Segment

• Completed capacity expansion for key products
viz. UDCA and Tranexamic Acid, with batch size
scale-ups undertaken across multiple molecules

• Added 15 new oncology APIs to the development
pipeline, targeting molecules with patent expiries
through 2032

• Received CEP from EDQM for Methotrexate, a
complex oncology API developed through an
import-substitute route

• Added 37 new DMF filings during the year, taking
the cumulative total to 283

• New dedicated oncology manufacturing
block expansion underway, expected to be
commissioned in FY27

• Dedicated, fully automated peptide manufacturing
facility under construction; Semaglutide process
validation completed

• Specialty CDMO (API CDMO, Peptide & Polymer)
delivered revenue of R110 crores, with an active
pipeline of 25 programmes

• First US NCE programme successfully transitioned
to commercial launch through a global
pharmaceutical partner

• Oxylanthanum Carbonate — NDA resubmission
accepted by US FDA, commercialisation
anticipated pending approval

• Two new NCE client audits successfully completed

Formulations Segment

• Launched Noduca™ (NorUDCA) — making Shilpa
the first company in India to receive regulatory
approval for NAFLD treatment

• Over 50 new approvals received across global
markets during the year, taking the regulatory
filing base to 860

• US Ready-to-Use oncology injectable platform
(Pemetrexed RTU, Bortezomib RTU Subcutaneous)
continuing to gain prescription traction

• European formulations revenue surpassed Y200
crores, growing over 100% YoY

• Domestic formulations revenue grew ~177% YoY
to Y72 crores, led by Noduca’s institutional and
retail traction

• Rotigotine Transdermal Patch received final

marketing authorisation from the European

Medicines Agency, marking Shilpa’s first

transdermal drug delivery product to achieve
regulatory clearance in a major international
market; US FDA submission also completed
during the year

Biologics

• Biologics segment revenue of Y149 crores,
growing 100% YoY

• Aflibercept progressed through Phase III clinical
trials in India; Nivolumab commenced Phase I
human studies

• Recombinant Human Albumin programme
received its initial milestone payment from Orion
Corporation; US DMF filed for excipient-grade rHA

• Signed strategic licensing agreement with
SteinCares for commercialisation of a biosimilar
across 30 Latin American countries

• mAbTree Biologics collaboration — investigational
monoclonal antibody received Orphan Drug
Designation from the US FDA

• Signed development and manufacturing
agreement with Alveolus Bio for a novel Live
Biotherapeutic Product

• ADC GMP facility received its Test License from
Indian regulatory authorities; first ADC biosimilar
successfully completed development

• Portfolio strengthened with the addition of
four new biosimilar programmes — Nivolumab,
Pembrolizumab, Daratumumab and Dupilumab

R&D

• Patent portfolio reached a cumulative 597 patents
filed (API: 215, Formulations: 366, Biologics: 16)
and 126 patents granted

• Filed 12 new trademark applications and secured
registrations for 2 trademarks

• Formulation regulatory filing base expanded to
over 860 filings; API filing base expanded to 283
DMF filings

Other highlights

• Your Company invested Y361 crores during the
year on its ongoing expansion programme 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 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 the
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 statements of subsidiaries and associate
Companies for the year ending March 31, 2026 in Form
AOC-1 and a Copy of the audited financial statements
of 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.

DIVIDEND:

Your Directors recommended a final dividend of Y

0.60/- per equity share of Y 1/- each (i.e. 60% of the face
value) for the FY 2025-26, absorbing an amount of Y
1,173.49 Lakhs from the profits of the FY 2025-26.

The Dividend Distribution Policy of the Company is
uploaded on the Company’s website athttps://www.
vbshilpa.com/pdf/Dividend%20Distribution%20Policy
Update.pdf

SHARE CAPITAL:

The Paid-up share capital of the Company as
on 31.03.2026 is Y 19,55,81,816/- divided into
19,55,81,816 equity shares of Y1/- each. During the
year, the Company has issued and allotted Bonus
shares on 06 October 2025 in the ratio of 1:1 to the
Shareholders of the Company.

Pursuant to the provisions of section 124 (5) of the
Companies Act, 2013 read with the IEPF Rules, the
Company has transferred 3096 shares, belonging to
the 14 shareholders who did not continuously claim
dividend for seven years from the financial year 2017¬
18 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:

Pursuant to the provisions of the Companies Act 2013,
Mr. Sharath Reddy Kalakota (DIN No. 03603460),
Whole-Time 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, the following appointments / re¬
appointments took place on the Board of the Company:

Mr. Sharath Reddy Kalakota (DIN: 03603460), Whole
Time Director of the Company, was re-appointed at the
38^th AGM held on September 23, 2025 for a further
period of 5 (five) years w.e.f. October 1, 2025 and whose
office shall be liable to retire by rotation.

Dr. Anita Bandyopadhyay (DIN NO: 08672071),
Women Independent Director of the Company, was
re-appointed for a further period of 3 (three) years
at the 38^th AGM held on September 23, 2025 w.e.f.
conclusion of the said AGM until the AGM to be held
in 2028 and her tenure is not subject to retirement
by rotation.

Mr. Ashraf Loutfy Abdelhamid Allam (DIN: 11192531),
appointed as a Non-Executive Independent Director of
the Company for a period of 2 (two) years at the 38^th
AGM held on September 23, 2025 w.e.f. conclusion of
the said AGM until the AGM to be held in 2027 and his
tenure is not subject to retirement by rotation.

CHANGE IN KEY MANAGERIAL PERSONNEL

During the year under review, there were no changes
in the Key Managerial Personnel (“KMP”) 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

• Ms. 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. 26 May 2025

2. 13 August 2025

3. 13 November 2025

4. 06 February 2026

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 35^th
Annual General Meeting up to the 40^th 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 upon the recommendation of the Audit
Committee 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 2026-27. 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, Hyderabad,
was appointed as the Secretarial Auditor of the
Company for a period of 5 years (i.e., first term of
appointment) commencing from the FY 2025-26 to
FY 2029-30 by members in the 38^th AGM held on 23
September 2025.

During the year under review, the Company has
complied with the provisions of Section 204 of the Act
and Regulation 24A of the Listing Regulations. The
Secretarial Audit Report for the financial year ended
March 31, 2026 issued by Mr.D.S.Rao, Practicing
Company Secretary, Hyderabad is enclosed as
Annexure - 2 to this Report and it does not contain
any reservation, qualification or adverse remarks.

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 Aneja Assurance Pvt Ltd as Internal
Auditors of the Company for the financial year 2026¬
27 in place of M/s BDO India LLP- Internal Auditors for
the FY 2025-26.

COMMENTS OF 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 Auditor,
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 - 3.

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 20, 2025 & March
20, 2026.

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 - 4.

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 athttps://vbshilpa.com/policies-and-codes.php

During the year, one Corporate Social Responsibility
Committee meeting was held on 12^th August 2025.

NOMINATION AND REMUNERATION POLICY:

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,
the Board and Individual Directors is carried out by
the Board.

The Nomination and Remuneration Policy
of the Company is placed on the Company’s
website athttps://www.vbshilpa.com/pdf/
NominationRemunerationPolicy.pdf

During the year, two Nomination and Remuneration
Committee meetings were held on May 22, 2025 &
July 18, 2025.

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.

SHIFTING OF REGISTERED OFFICE:

Members vide postal ballot dated 22^nd June 2026 have
approved shifting of registered office of the Company
from the State of Karnataka to the State of Maharashtra.
The Company has filed requisite petition before the
Regulatory Authorities for approval.

DETAILS OF 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:

The Hon’ble National Company Law Tribunal (NCLT),
Bengaluru Bench, vide its order dated 27 February
2026 has approved the Scheme of Amalgamation
between Shilpa Medicare Limited (‘the Company’) and
Shilpa Therapeutics Private Limited, a wholly owned
subsidiary of the Company with the Appointed Date
as April 1, 2025. Pursuant to the said order and upon
the effectiveness of the Scheme, Shilpa Therapeutics
Private Limited shall cease to be a subsidiary of
the Company.

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 FY2026 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) of the 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 constitution 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- 5.

Pursuant to the Bonus Issue during the financial year
2025-26, the details of the Bonus Issue Suspense
Escrow Demat Account are disclosed in Annexure-5.
Initially, a total of 1,24,750 shares pertaining to 26
shareholders were in the Suspense Escrow Account.
Out of these, 3 shareholders has claimed their shares
from the said account. After the said claim, the details
of the Suspense Escrow Account are as follows:

Name of Account: Bonus Issue Suspense Escrow Demat
Account, DP ID: 16010100, Client ID: 00606536

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 athttps://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-6.

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 endeavours 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 - 7.

Related Party disclosures as per Schedule V of SEBI
(LODR) Regulations, 2015 are enclosed herewith as
Annexure - 8.

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

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 - 9.

CREDIT RATING:

India ratings and Research has issued Shilpa Medicare
Limited credit rating on bank loan facilities limits at IND
AA-/Stable/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.

The Managing Director of the Company has received
remuneration or commission from Shilpa Pharma
Lifesciences Limited, a material subsidiary vide
members approval dated 17 September 2024 in the
37^th AGM.

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.

The Company has complied with the provisions of
the Maternity Benefit Act, 1961 and the rules made
thereunder during the financial 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 bv 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

Chairman

DIN:01301385

Date: 5^th August 2026
Place: Raichur