Shelter Pharma Ltd Directors Report

To,

The Members,

SHELTER PHARMA LIMITED

The Directors of your company have pleasure in presenting their 18^th Boards Report based on the audited financial statements of the company for the year ended on ended March 31, 2025.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as of March 31, 2025 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)
	31.03.2025	31.03.2024
Revenue from operations	5,066.02	4002.29
Other income	0.55	0.39
Total revenue	5066.56	4002.67
Finance costs	12.76	4.66
Depreciation and amortization expenses	26.86	24.60
Other expenses	194.47	166.08
Total expenses	4098.86	3174.41
Profit/(Loss) Before Tax	967.70	828.26
Prior Period Items
Current Tax	(243.57)	(208.47)
Earlier Year		(3.33)
Deferred Tax	0.39	3.56
Profit/(Loss) For the Year	723.74	620.02
Earnings per share for continuing operation
Basic	6.26	5.36
Diluted	6.26	5.36

PERFORMANCE REVIEW

During the financial year ended 31 March 2025, the Company delivered a strong operational and financial performance. Revenue from operations increased by 26.6% to Rs. 5,066.02 lakhs (PY: Rs. 4,002.29 lakhs), supported by steady demand and improved execution across key business lines. Total revenue stood at Rs. 5,066.56 lakhs (PY: Rs. 4,002.67 lakhs). Through disciplined cost management and operating efficiencies, total expenses has increased to Rs. 4098.86 lakhs from Rs. 3,174.41 lakhs in the previous year, notwithstanding higher finance costs of Rs. 12.76 lakhs (PY: Rs. 4.66 lakhs) and depreciation of Rs. 26.86 lakhs (PY: Rs. 24.60 lakhs). Profit before tax rose to Rs. 967.70 lakhs (PY: Rs. 828.26 lakhs) and, after providing for current tax of Rs. 243.57 lakhs and deferred tax of Rs. 0.39 lakh, Profit for the Year improved by 16.7% to Rs. 723.74 lakhs (PY: Rs. 620.02 lakhs). Earnings per share (basic and diluted) increased to Rs. 6.26 from Rs. 5.36, reflecting 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 value for stakeholders in the ensuing year.

STATE OF COMPANYS AFFAIRS

Shelter Pharma has built a strong reputation in natural healing over the past six decades, proudly carrying forward a tradition of trust and wellness. Since our modest beginnings, we have developed into a well-known brand in herbal remedies, dedicated to assisting millions of people in leading safer, healthier lives in a natural way.

At Shelter Pharma, an innovative, expert approach boosts our passion for natural wellness. With a strong emphasis on innovation, research, and cutting-edge technology, we work to develop herbal solutions that are safe, effective, and reasonably priced while also having a significant global impact.

We gladly share Indias rich healing traditions with a global audience, driven by our aim to promote holistic health via the power of Ayurveda and natural medicine.

As times change, our commitment remains strong—to offer authentic herbal care where the 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

Based on the Companys performance, the Board of Directors at their meeting held on 02^nd September, 2025, has recommended payment of ? 0.35 per equity shares @ 3.50% per equity share of the face value of ? 10/- (? Ten only) each as final dividend for the financial year ended March 31, 2025. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

SHARES CAPITAL OF THE COMPANY

a) Authorized Capital

During the year under review, the Company has increased its Authorized Share Capital from ^15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of ?10/- each to ^25,00,00,000 (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of ?10/- each. The increase in Authorized Share Capital was carried out to meet the Companys future capital requirements and to support its business expansion plans

b) Issued, Subscribed and Paid up Capital

During the year under review, the Board of Directors, at its meeting held on 8^th January, 2025, approved a proposal for raising additional capital through a Rights Issue of equity shares in order to strengthen the Companys capital base and support its growth plans. However, after careful consideration of the evolving business priorities, execution timelines, and the prevailing market environment, the Board, at its subsequent meeting held on 18^th June, 2025, decided to defer the proposed Rights Issue to a later date, to ensure that it aligns optimally with the Companys strategic objectives and shareholders interests. As a result, no additional shares were issued during the year. Accordingly, the issued, subscribed and paid-up share capital of the Company remained unchanged at Rs. 11,55,97,920/- (Rupees Eleven Crore Fifty-Five Lakh Ninety-Seven Thousand Nine Hundred Twenty Only), divided into 1,15,59,792 (One Crore Fifteen Lakh Fifty Nine Thousand Seven Hundred Ninety Two) equity shares of Rs. 10/- each.

Further post deferment of the right issue and in the interest of efficient capital deployment and faster execution, the Company was evaluating an alternate fundraising route through issuance of Convertible Equity Share Warrants/any such other Convertible Securities convertible into the Equity Shares of face value of Rs. 10/- each and subsequently the board in its meeting dated 26^th June, 2025 has approved the proposal of Raising of funds aggregating up to INR 38,45,59,500/- by way of issue of Convertible Equity Warrants ("Warrants") to the Allottees belonging to the Promoters Group and Non- Promoters on a preferential and private placement basis, up to 91,02,000 (Ninety One Lakh and Two

Thousand) at a price of INR 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, 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 at the price of INR 42.25/- (Rupees Forty Two and Twenty Five Paisa only) per Share including a premium of INR 32.25/- (Rupees Thirty Two and Twenty Five Paisa only) per share, within 18 months from the date of Allotment, and the said proposal was approved by the shareholders at 01/2025-26 Extra-Ordinary General Meeting held on , 23^rd July, 2025.

Further post shareholder approval company has allotted 88,08,000 (Eighty Eight Lakhs and Eight Thousand) convertible share warrants ("warrants") at an issue price of Rs. 42.25/- per warrant (including the warrant subscription price of Rs. 10.5625/- and the warrant exercise price of Rs. 31.6875/-) each ("Issue Price"), aggregating to Rs. 37,21,38,000 /- (Rupees Thirty-Seven Crore Twenty-One Lakhs and Thirty-Eight Thousand only) ("Total Issue Size") to the persons belonging to the Promoter & Promoter Group and Non- Promoter Category on preferential basis on 06^th August, 2025.

Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having a face value of Re. 10/- (Rupee Ten Only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of Rs. 31.6875/- per warrant ("warrant exercise price"), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter 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, 2025, 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, 2025, there has been no change in the Companys 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 Companys 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 MANAGERIAL PERSONNEL	DESIGNATION	DIN or Membership No or PAN
1.	Mustaqim Nisarahmed Sabugar	Managing Director	01456841
2.	Shakil Nisarahmed Sabugar	Whole-time Director	01474868
3.	Parvezbanu Mohamed Rafiqidariya	Non Executive Director	01470286
4.	Mosinkhan Gafarkhan Pathan	Independent Directors	10039962
5.	Riyazahmed Abdulraufsabugar	Independent Directors	10039965
6.	Mohammedrafiq Gulamnabi Shaikh	CFO	-
7.	Aarefa Kutub Kapasi	Company Secretary Appointed w.e.f 24th February, 2025	A37110

During the year under review, Mr. Yashesh Vijaykumar Shah, who was serving as the Company Secretary and Compliance Officer of the Company, tendered his resignation with effect from 13^th November, 2024. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Shah during his tenure with the Company and wishes him success in his future endeavours.

Subsequently, to fill the resultant vacancy, the Board of Directors appointed Ms. Aarefa Kutub Kapasi as the Company Secretary and Compliance Officer of the Company with effect from 24^th February, 2025. Ms. Kapasi brings with her relevant professional expertise and will be responsible for ensuring compliance with applicable statutory and regulatory requirements and facilitating effective corporate governance practices within the Company.

As per the provisions of the Companies Act, 2013, Mustaqim Nisarahmed Sabugar (DIN: 01456841), retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The resolutions seeking shareholders approval for their re-appointments forms part of the Notice.

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

Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees from time to time.

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 2024-25, 9 (Nine) 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 2024-25
		Held & Eligible to Attend	Attended
Mustaqim Nisarahmed Sabugar	Managing Director	9	9
Shakil Nisarahmed Sabugar	Whole Time Director	9	9
Parvezbanu Mohamed Rafiq Idariya	Non-Executive Director	9	9
Mr. Mosinkhan Gafarkhan Pathan	Independent Director	9	9
Mr. Riyajahmed Abdulrauf Sabugar	Independent Director	9	9

Further, The Board, as on March 31^st, 2025, had Five committee namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee Corporate Social Responsibility (CSR) Committee and Internal Complain committee.

The details of composition, meetings and attendance as under:

• 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 2024-25, Seven (7) Audit Committee Meetings were held.

The details of the Audit Committee meetings attended by its members during FY 2024-25 are given below:

Sr. No.	Name of Director	Status	Number of Meeting held during the FY 2024-25
			Held	Attended
1	Mr. Mosinkhan Gafarkhan Pathan	Chairman	7	7
2	Mr. Riyajahmed Abdulrauf Sabugar	Member	7	7
3	Mr. Mustaqim Nisarahmed Sabugar	Member	7	7

* 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 2024-25, 5 (Five) Nomination and Remuneration Committee Meetings were held.

The details of the Nomination & Remuneration Committee attended by its members during FY 2024-25 are given below:

Sr. No.	Name of Director	Status	Number of Meeting held during the FY 2024-25
			Held	Attended
1	Mr. Mosinkhan Gafarkhan Pathan	Chairman	5	5
2	Mr. Riyajahmed Abdulrauf Sabugar	Member	5	5
3	Mrs. Parvezbanu Mohamed Rafiq Idariya	Member	5	5

* 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 2024-25, 1 (One) Stakeholder Relationship Committee Meetings were held.

The details of the Stakeholders Relationship Committee attended by its members during FY 2024-25 are given below:

Sr. No.	Name of Director	Status	Number of Meeting held during the FY 2024-25
			Held	Attended
1	Mr. Mosinkhan Gafarkhan Pathan	Chairman	1	1
2	Mr. Riyajahmed Abdulrauf Sabugar	Member	1	1
3	Mr. Shakil Nisarahmed Sabugar	Member	1	1

* Corporate Social Responsibility Committee

During the financial year 2024-25, 2 (Two) Corporate Social Responsibility Committee Meetings were held.

The details of the Corporate Social Responsibility Committee attended by its members during FY 2024-25 are given below:

Sr. No.	Name of Director	Status	Number of Meeting held during the FY 2024-25
			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

GENERAL MEETINGS

During the year under review 17^th Annual General meeting was held on 30^th September, 2024.

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, 2025, there are no special resolution was required to be put 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 2024-25.

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 companys web site https://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 II" 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^st March, 2025, 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^st March, 2025 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 arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. 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.

Since 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 not applicable to the Company.

STATUTORY AUDITOR

M/s. Mendajiwala & Co., Chartered Accountants (Firm Registration No. 0135065W), Ahmedabad, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 15^th Annual General Meeting until the conclusion of the 20^th Annual General Meeting of the Company.

After Completion of Financial Year but before the annual General meeting the Company received a resignation letter dated 20^th August, 2025 from M/s. Mendajiwala & Co., Chartered Accountants, expressing their unwillingness to continue as Statutory Auditors of the Company due to pre-occupation. This has resulted in a casual vacancy in the office of Statutory Auditors as provided under Section 139(8) of the Companies Act, 2013.

In accordance with the provisions of Section 139(8) of the Companies Act, 2013, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on 02^nd September, 2025, approved the appointment of M/s. Alvi & Associates, Chartered Accountants (Firm Registration No. 161053W) (Peer Review Certificate No. 020628), as the Statutory Auditors of the Company to fill the said casual vacancy, to hold office for a term of five consecutive years from the conclusion of the 18^th Annual General Meeting (AGM) until the conclusion of the 23^rd AGM of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors subject to the approval of the members at the ensuing Annual General Meeting.

M/s. Alvi & Associates, Chartered Accountants, have consented to act as the Statutory Auditors of the Company and have confirmed that their appointment, if made, will be within the limits prescribed under Section 141 of the Companies Act,

2013. They have further confirmed that they are eligible and not disqualified to be appointed as Statutory Auditors under the Companies Act, 2013, the Chartered Accountants Act, 1949, and the rules and regulations framed thereunder.

REVIEW OF AUDITORS REPORT

The Statutory Auditors of the Company have given their Audit Report on the standalone and consolidated financial statements of the Company for the financial year ended 31^st March, 2025. 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 Boards report.

SECRETARIAL AUDITOR

Your directors are pleased to inform that pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, as amended from time to time, M/s. Murtuza Mandorwala & Associates, Practicing Company Secretary (COP: 14284), Ahmedabad has been appointed as the Secretarial Auditor of the Company for the Financial Year 2024-25.

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 Board has, based on the recommendation of the Audit Committee, approved the appointment of M/s. Murtuza Mandorwala and Associates, (CP No. - 14284), a peer-reviewed Proprietary firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders.

During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

The Secretarial Audit report for the financial year ended March 31^st, 2025 is annexed herewith as "Annexure III" to this report. The Secretarial Audit Report contain qualification/remark, and details of the same along with Management reply are as under.

Secretarial Auditors Remark	Management Comments
Failed to comply with Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015	Some of Event in SDD software was not captured in due course of time and were recorded retrospectively to ensure accurate and complete documentation
During the Year under review company has not complied with Regulation 6 (1A) Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015	Mr. Yashesh Shah resigned from the office of Company Secretary and Compliance Officer with effect from 13 November 2024. Consequent to his cessation, the Company immediately initiated a structured search process to identify a suitably qualified candidate, considering regulatory requirements under Section 203 of the Companies Act, 2013 and Regulation 6 of SEBI (LODR) Regulations, 2015. After a comprehensive evaluation, the Board approved the appointment of CS Aarefa Kutub Kapasi as the Company Secretary and Compliance Officer of the Company with effect from 24 February 2025. With the appointment of CS Aarefa Kutub Kapasi as Company Secretary and Compliance Officer, the position stands regularised. She is a qualified member of ICSI and serves as a whole-time KMP, placed not more than one level below the Board, thereby meeting the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

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 Mohammed Aasim A Alvi (M/s. Alvi & Co.), Chartered Accountants (Firm Registration No. 161053W) as the Internal Auditor of the Company for the Financial Year 2024-25.

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 2025-26 with effect from 29^th May, 2025.

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

Further, due to the resignation of statutory Auditor of the company the Board has decided to appoint CA Mohammed Aasim A Alvi M/s. Alvi & Associates, Chartered Accountants (Firm Registration No. 161053W) as the Statutory Auditor of the Company from the Financial Year 2025-26 to 2030-31, subject to the approval of the members at the ensuing Annual General Meeting.

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 https://shelter.co.in/ and the copy of form MGT-7 Annual Return for year ended 31.03.2025 is also 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-V" 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 2024-25, 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 Companys 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 Companys website at https:// 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 2024-25, 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 VI" 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 2024-25.

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 2024-25 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 appreciation 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.

	By Order of the Board of Directors for Shelter Pharma Limited
	Mustaqim Nisarahmed Sabugar
Place: Ahmedabad	Managing Director & Chairman
Date: 02nd September, 2025	(DIN:01456841)