Shelter Pharma Ltd Directors Report

To,

The Members,

SHELTER PHARMA LIMITED

The Directors of your company have pleasure in presenting their 19 Board Report based on the audited financial statements of the company for the year ended on ended March 31, 2026.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as of March 31, 2026 have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and the applicable of the Companies Act, 2013 (Act).

Particulars	(Rs. in Lakhs except EPS)
	31.03.2026	31.03.2025
Revenue from operations	7313.36	5,066.02
Other income	1.59	0.55
Total revenue	7314.95	5066.56
Finance costs	10.76	12.76
Depreciation and amortization expenses	40.96	26.86
Other expenses	298.63	194.47
Total expenses	6092.48	4098.86
Profit/(Loss) Before Tax	1222.47	967.70
Prior Period Items
Current Tax	(309.29)	(243.57)
Earlier Year	(7.36)
Deferred Tax	(3.10)	(0.39)
Profit/(Loss) For the Year	902.72	723.74
Earnings per share for continuing operation
Basic	6.57	6.26
Diluted	5.16	6.26

PERFORMANCE REVIEW

During the financial year ended 31 March 2026, the Company delivered a strong operational and financial performance. Revenue from operations increased by 44.36% to Rs. 7313.36 lakhs (PY: Rs. 5066.02 lakhs), supported by steady demand and improved execution across key business lines. Total revenue stood at Rs. 7314.95 lakhs (PY: Rs. 5066.56 lakhs). Through disciplined cost management and operating efficiencies, total expenses have increased to Rs. 6092.48 lakhs from Rs. 4098.86 lakhs in the previous year, notwithstanding finance costs of Rs. 10.76 lakhs (PY: Rs. 12.76 lakhs) and depreciation of Rs. 40.96 lakhs (PY: Rs. 26.86 lakhs). Profit before tax rose to Rs. 1222.47 lakhs (PY: Rs. 967.70 lakhs) and, after providing for current tax of Rs. 309.29 lakhs and deferred tax of Rs. 3.10 lakh, Profit for the Year improved by 24.73% to Rs. 902.72 lakhs (PY: Rs. 723.74 lakhs). Earnings per share basic increased to Rs. 6.57 from Rs. 6.26.

The above results reflecting the Companys enhanced profitability and prudent financial stewardship. The Board is confident that the Company remains well positioned to sustain growth, maintain healthy liquidity, and continue creating long-term value for stakeholders in the ensuing year.

STATE OF COMPANYS AFFAIRS

Shelter Pharma has built a strong reputation in natural healthcare over the past six decades, proudly carrying forward a legacy of trust, quality, and wellness. Since our humble beginnings in 1965, we have grown into a trusted name in herbal healthcare, committed to helping millions lead safer, healthier lives through the power of nature.

At Shelter Pharma, our passion for natural wellness is strengthened by innovation, scientific expertise, and a progressive approach. With a strong focus on research, innovation, and advanced technology, we strive to develop herbal solutions that are safe, effective, affordable, and capable Of Making a meaningful impact on global health.

Driven by our vision to promote holistic well-being through Ayurveda and natural medicine, we proudly share Indias rich heritage of traditional healing with people across the globe.

As the world continues to evolve, our commitment remains unwavering - to provide authentic herbal care where the timeless wisdom of nature meets the science of today. Shelter Pharma Curing Naturally, Empowering Health Since 1965.

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

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND

In order to augment the capital requirements for supporting the growth of business of the Company, through retention of internal accruals, the board of directors has not recommended any dividend on equity shares for the financial year 2025-26.

SHARES CAPITAL OF THE COMPANY

a) Authorized Capital

The authorized share capital as on March 31, 2026 stood at Rs. 25,00,00,000 (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

b) Issued, Subscribed and Paid up Capital

As on March 31, 2026, the paid-up equity shares capital of the Company stood at Rs. 16,61,17,920/- (Rupees Sixteen Crores Sixty-One Lakh Seventeen Thousand Nine Hundred Twenty) divided into 1,66,11,792 (One Crore Sixty-Six Lakhs Eleven Thousand Seven Hundred Ninety-Two) equity shares of face value of Rs. 10/- each.

Subsequent to the close of the financial year, the Company has converted 2,25,000 convertible share warrants into equity shares. Accordingly, as on the date of this Report, the paid-up equity share capital of the Company stands at Rs. 16,83,67,920/- (Rupees Sixteen Crores Eighty-Three Lakhs Sixty-Seven Thousand Nine Hundred Twenty Only), divided into 1,68,36,792 (One Crore Sixty-Eight Lakhs Thirty-Six Thousand Seven Hundred Ninety-Two) equity shares of face value of Rs. 10/- each.

Raising of funds by issuance of Convertible Warrants into Equity Shares on a preferential basis.

During the year 2025-26, the Company came up with preferential issue of 91,02,000 (Ninety-One Lakh and Two Thousand) Convertible Equity Warrants (Warrants at an issue price of Rs. 42.25/- (Rupees Forty-Two and Twenty-Five Paisa only) per Warrant including a premium of INR 32.25/- (Rupees Thirty-Two and Twenty-Five Paisa only) each, per warrants aggregating to Rs. 38,45,59,500/- to persons belonging to promoter and non-promoter category. Such Warrants are convertible into or exchangeable for, 1 (One) fully paid up Equity Share of the Company, having a face value of INR 10/- (Rupees Ten only) each.

The said proposal was approved by the shareholders at 01/2025-26 Extra-Ordinary General Meeting held on, 23rd July, 2025.

Further 88,08,000 (Eighty-Eight Lakhs and Eight Thousand) convertible warrants (Warrants were allotted on 06th August, 2025, upon receipt of the 25% of the total issue size, aggregating to Rs. 9,30,34,500/- in terms of the Chapter V and the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations) as amended, Sections 23(1)(b), 42, 62(1)(c), and other relevant provisions of the Companies Act, 2013 and other applicable laws. The proceeds of preferential issue have significantly enhanced the Company financial flexibility, and accelerated the Company ambitious growth plans.

During the FY 2025-26, 50,52,000 warrants were converted into Equity Shares on receipt of balance 75% of the Issue Price as per the following details:

SR. NO. Allotment Date	No. of Allottees	No. of Equity Shares
1. 1st October, 2025	14	13,14,000
2. 03rd October, 2025	05	11,28,000
3. 16th October, 2025	06	8,61,000
4. 15th November, 2025	03	7,35,000
5. 17th November, 2025	02	7,35,000
6. 07th March, 2026	03	2,79,000

Post closure of the financial year 2025-26, 2,25,000 warrants were converted into Equity Shares on receipt of balance 75% of the Issue Price as per the following details:

SR. NO. Allotment Date	No. of Allottees	No. of Equity Shares
1. 1 st May, 2026	03	1,14,000
2. 05 May, 2026	01	1,11,000

UTILISATION OF ISSUE PROCEEDS

The details of Utilization of Funds Raised Through Preferential Issue till 31 March, 2026 is as under: st

Utilization of Funds up to on 31 March 2026 Amount in INR Lakhs

Sr. No . Original Object	Original Allocation (*)	Fund Received (*)	Fund Unutilized	Funds utilized till 31 March 2026	Remark if any,
1. Working Capital	3163.173	2531.20	-	2531.20	NA
2. General Corporate Purposes	558.207	-	-	-	NA

* Rs. 930.35 lakh received as 25% subscription money on the issue of 88,08,000 warrants at an issue price of Rs. 42.25 per share. Subsequently, Rs. 1,600.85 lakh received upon conversion of 50,52,000 warrants into equity shares, representing the balance 75% conversion consideration,

Further difference in amount as shown in Notice dated 26 June, 2026 and original amount allocated is due to under subscription of preferential issue of Warrants.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the applicable provisions of Companies Act, 2013 (here in after referred to as The Act) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (here in after referred to as the IEPF Rules), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DEPOSIT FROM PUBLIC

During the year under review, The Company has not accepted any deposit any deposit from the public / members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2026, there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review.

Also, During the year under review, the Company has accepted unsecured loans from Directors, which have been duly disclosed in the Audit Report and are in compliance with the applicable provisions of the Companies Act, 2013 and relevant rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans and guarantees given, investments made and securities provided, if any, as covered under the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

Your company does not have any subsidiary company, associate company or joint venture company.

During the year, no company became or ceased to be subsidiary, joint venture or associates of your company.

CHANGE IN THE NATURE OF BUSINESS

During the financial year ended March 31, 2026, there has been no change in the Company nature of business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

QUALITY INITIATIVE

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company operations in future.

INTERNAL CONTROL AND THEIR ADEQUACY

The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as Annexure I to the Boards report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of following Directors and Key Managerial Personnel:

SR. NO NAME OF DIRECTOR & KEY MANAGERIALPERSONNEL	DESIGNATION	DIN or Membership No
1. Mustaqim Nisarahmed Sabugar	Managing Director	01456841
2. Shakil Nisarahmed Sabugar	Whole-time Director	01474868
3. Parvezbanu Mohamed Rafiq idariya	Non-Executive Director	01470286
4. Mosinkhan Gafarkhan Pathan	Non-Executive	10039962
	Independent Director
5. Riyazahmed Abdulrauf sabugar	Non-Executive	10039965
	Independent Director
6. Vinita Shivraj Gadhavi	Non-Executive	09102407
(Appointment w.e.f. 31 July, 2026)	Independent Director
7. Mohammedrafiq Gulamnabi Shaikh	CFO	-
8. Aarefa Kutub Kapasi	Company Secretary	A37110

During the year under review, as per the provisions of the Companies Act, 2013, Mrs. Parvezbanu Mohamed Rafiq Idariya (DIN: 01470286), retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The resolutions seeking shareholdersapproval for their reappointment forms part of the Notice.

Subsequent to the closure of Financial Year 2025-26, Mrs. Vinita Shivraj Gadhavi was appointed as an Additional Non-Executive Independent Director of the Company with effect from 31 July, 2026. Pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, she holds office up to the date of this Annual General Meeting. The Company has received a notice in writing from a member proposing Mrs. Vinita Shivraj Gadhavi candidature for the office of Director. Accordingly, a resolution for his regularization is placed before the Members for their approval at this AGM. The Board recommends his appointment.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has conducted its annual performance evaluation. This comprehensive review assessed the performance of the Board as a whole, individual directors, and the operational effectiveness of its key committees namely the Audit Committee, Stakeholders Relationship Committee, and Nomination & Remuneration Committee.

Apart from the above, there is no changes occurred in the Directorship of the company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

BOARD MEETINGS AND PARTICIPATION OF DIRECTORS THEREAT

During the financial year 2025-26, 13 (Thirteen) Board Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

The attendance of each of the Directors at the meeting of the Board during the year under review is as under:

Name of the Directors	Designation	Number of Board meetings during the year 2025-26
		Held & Eligible to Attend	Attende d
Mr. Mustaqim Nisarahmed Sabugar (DIN: 01456841)	Managing Director	13	13
Mr. Shakil Nisarahmed Sabugar (DIN: 01474868)	Whole-time Director	13	13
Mrs. Parvezbanu Mohamed Rafiq Idariya (DIN: 01470286)	Non-Executive Director	13	13
Mr. Mosinkhan Gafarkhan Pathan (DIN: 10039962)	Non-Executive Independent Director	13	13
Mr. Riyazahmed Abdulrauf Sabugar (DIN: 10039965)	Non-Executive Independent Director	13	13

Further, The Board, as on March 31 , 2026, had Five committee namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee Corporate Social Responsibility (CSR) Committee and Internal Complaint committee.

The details of composition, meetings and attendance as under:

v Audit Committee

The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Act and Regulation 18 of Listing Regulations.

During the financial year 2025-26, Thirteen (13) Audit Committee Meetings were held.

The details of the Audit Committee meetings attended by its members during FY 2025-26 are given below:

Sr. No.	Status	Number of Meeting held during the FY 2025-26
Name of Director		Held	Attended
1 Mr. Mosinkhan Gafarkhan Pathan	Chairman	13	13
2 Mr. Riyazahmed Abdulrauf Sabugar	Member	13	13
3 Mr. Mustaqim Nisarahmed Sabugar	Member	13	13

v Nomination & Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of Regulation 19 of Listing Regulations and Section 178 of the Act.

During the financial year 2025-26, Two (2) Nomination and Remuneration Committee Meetings were held.

The details of the Nomination & Remuneration Committee attended by its members during FY 2025-26 are given below:

Sr. No.	Status	Number of Meeting held during the FY 2025-26
Name of Director		Held	Attended
1 Mr. Mosinkhan Gafarkhan Pathan	Chairman	2	2
2 Mr. Riyazahmed Abdulrauf Sabugar	Member	2	2
3 Mrs. Parvezbanu Mohamed Rafiq Idariya	Member	2	2

v Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Regulation 20 of Listing Regulations and Section 178(3) of the Act.

During the financial year 2025-26, Two (2) Stakeholder Relationship Committee Meetings were held.

The details of the Stakeholders Relationship Committee attended by its members during FY 2025-26 are given below:

Sr. No.	Status	Number of Meeting held during the FY 2025-26
Name of Director		Held	Attended
1 Mr. Mosinkhan Gafarkhan Pathan	Chairman	2	2
2 Mr. Riyazahmed Abdulrauf Sabugar	Member	2	2
3 Mr. Shakil Nisarahmed Sabugar	Member	2	2

v Corporate Social Responsibility Committee

During the financial year 2025-26, 2 (Two) Corporate Social Responsibility Committee Meetings were held.

The details of the Corporate Social Responsibility Committee attended by its members during FY 2025-26 are given below:

Sr. No.	Status	Number of Meeting held during the FY 2025-26
Name of Director		Held	Attended
1 Mr. Mosin Khan Pathan	Chairman	2	2
2 Ms. Parvezbanu Mohamed Rafiqidariya	Member	2	2
3 Mr. Mustaqim Nisarahmed Sabugar	Member	2	2

Note: Mrs. Vinita Shivraj Gadhavi (DIN: 09102407) was appointed as an Independent Director of the Company with effect from the close of business hours on 31st July, 2026 and, accordingly, was appointed as a member of the Corporate Social Responsibility Committee.

GENERAL MEETINGS

During the financial year under review, the Company convened the following General Meetings:

· Extraordinary General Meeting (EGM): Held on 23rd July, 2025.

· 18th Annual General Meeting (AGM): Held on 30th September, 2025.

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

POSTAL BALLOT

During the financial year ended March 31, 2026, no Special Resolution was passed through postal ballot.

CORPORATE GOVERANCE

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies.

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

INDUSTRIAL RELATIONS

The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.

POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION

The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in company web site h_ps://shelter.co.in/ .

DIRECTOR REMUNERATION

During the year the Company has paid remuneration to its Directors as more particularly described in notes to accounts of Audited Financial Statement & No Sitting fees have been paid to any of the directors.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure III forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.

(a) In the preparation of the annual accounts for the year ended 31 March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors have selected such accounting policies, applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2026 and of the profit of the Company for the year ended on that date.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm length basis and were in the ordinary course of business. There are materially significant related party transactions made by the company during the year under review. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.

A Resolution seeking ratification of Material Related Party Transactions entered by the Company with Related Parties during the Financial Year 2025-2026 forms part of the Notice convening the 19 Annual General Meeting and the same is recommended for your consideration and approval.

All the related party transactions were entered by the Company in ordinary course of business and were in arms length basis, Form AOC-2 is attached as Annexure IIand forms a part to this Report.

STATUTORY AUDITOR

During the year under review, the existing Statutory Auditors of the Company, M/s. Mendajiwala & Co., Chartered Accountants (Firm Registration No. 0135065W), resigned from the office of Statutory Auditors with effect from 20th August, 2025.

To fill up casual vacancy of statutory auditor M/s. Alvi & Associates (FRN: 161053W) Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 18 Annual General Meeting (AGM) till the conclusion of the 23 Annual General Meeting of the Company to be held in calendar year 2030,

The Statutory Auditors of the Company have given their Audit Report on the financial statements of the Company for the financial year ended 31st March, 2026. All the items on which the Auditors have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts. There were no qualifications, reservation, adverse remark or disclaimer made by Statutory Auditor in its report.

REVIEW OF AUDITORS REPORT

The Statutory Auditors of the Company have given their Audit Report on the standalone financial statements of the Company for the financial year ended 31 March, 2026. All the items on which the Auditors have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts. There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and amended Regulation 24A of the SEBI Listing Regulations, the Company, with the approval of the members, has appointed Murtuza Mandorwala & Associates, Practicing Company Secretary (Membership No. F10745 and C.P. No. 14284), to undertake the Secretarial Audit of the Company for five financial years, i.e., from April 1, 2025 to March 31, 2030.

The Secretarial Audit report for the financial year ended March 31 , 2026 is annexed here with as Annexure IV to this report. The Secretarial Audit Report contain qualification/remark, and de tails of the same along with Management reply are as under.

Secretarial Auditor Remark	Management Comments
During the year under review, the Company didnt comply with Reg. 23(1) of SEBI (Listing O b l i g a t i o n s a n d Disclosure Requirements) Regulations, 2015	The Company notes the Secretarial Auditor observation regarding the material Related Party Transactions (RPT) concerning advances given during the financial year ended March 31, 2026.
	Following the amendments to the materiality thresholds for SME- listed companies with effect from April 1, 2025, the Company ensured strict compliance and monitoring for routine sale and purchase transactions with related parties, which remained well within the prescribed statutory limits. However, due to a bona fide omission and misinterpretation regarding the explicit coverage of advances within the operational scope of RPTs under the revised framework, the threshold for advances exceeded the applicable limit during FY 2025 26.
	The Company assures that this was an inadvertent procedural oversight with no malafide intent. The Management has strengthened its internal compliance mechanisms and controls to track all forms of related party transactions, including advances, to ensure strict adherence to SEBI (LODR) Regulations in future.

Further A certificate has been issued by M/s. Murtuza Mandorwala & Associates., Company Secretaries in practice, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed as Annexure IV to this Report.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014 (as amended from time to time), the Board had appointed CA Ismail Ibrahimbhai Lakhani, M/s. I I Lakhani & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 143750W) as the Internal Auditor of the Company for the Financial Year 2025-26.

Further, the Board has appointed M/s. I I Lakhani & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 143750W) represented by CA Ismail Ibrahimbhai Lakhani, as the Internal Auditor of the Company for the Financial Year 2026-27 with effect from 28 May, 2026.

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

ANNUAL RETURN

Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (The Act, it is hereby reported that the Company is maintaining website h_ps://shelter.co.in/ and the copy of form MGT-7 Annual Return for year ended 31.03.2026 will be placed on it.

BUSINESS RISK MANAGEMENT

The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, Board is designated to do all CSR activity on behalf of the Company.

In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in Annexure- VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company through its CSR initiative towards supporting projects in the areas of education, healthcare, rural development, women empowerment and various other social matters continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.

During the financial year 2025-26, 2 (Two) Corporate Social Responsibility Committee Meetings were held.

COST AUDIT REPORT & COST RECORDS

During the year under review, your Company has maintained cost accounts and records as prescribed under Section 148 of the Companies Act, 2013 and rules made thereunder. Provisions of cost audit are not applicable on the company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of Company Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.

CODE OF CONDUCT

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company website at h_ps://shelter.co.in/ .

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

SHAREHOLDERS DISPUTE RESOLUTION MECHANISM

SEBI vide circular July 31, 2023 and subsequent circular dated December 20, 2023, read with Master Circular dated August 11, 2023, has specified that a shareholder shall first take up his/her/their grievance with the listed entity/RTA by lodging a complaint directly with the concerned listed entity/RTA and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/ they can initiate dispute resolution through the Online Dispute Resolution (ODR Portal. Shareholders are requested to take note of the same.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (ICC is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During FY 2025-26, the Company has Not received any complaints on sexual harassment.

Particulars	Status
(a) number of complaints of sexual harassment received in the year	Nil
(b) number of complaints disposed of during the year; and	Nil
(c) number of cases pending for more than ninety days	Nil

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:

Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby states that the Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961, including but not limited to grant of maternity leave, nursing breaks, protection from dismissal during maternity leave, and provision of creche facilities wherever applicable. The Company remains committed to providing a safe, supportive, and inclusive work environment for all women employees

MANAGEMENT DISCUSSION & ANALYSIS

Managements Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as Annexure VII to the Boards report.

MATERIAL ORDERS

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has not made any application during the financial year 2025-26.

THE 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.

Not Applicable

LISTING WITH STOCK EXCHANGE

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2025-26 to the BSE Limited where the shares of the Company are listed.

PREVENTION OF INSIDER TRADING

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your Directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. Your Directors place on record their sincere appreciati on to the employees at all levels for their hard work, dedication and commitment. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and on behalf of the Board of Directors
SHELTER PHARMA LIMITED

Mustaqim Nisarahmed Sabugar
Chairman & Managing Director
(DIN:01456841)

Place: Ahmedabad
Date: 01 September, 2026