Shilpa Medicare Ltd Directors Report

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.

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 201718 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 / reappointments 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 SUBSECTION (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 202627 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:

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.

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.

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 Boards 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.

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 Honble 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:

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 Secretarys 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:

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 arms length basis and in the ordinary course of business. There were no materially significant Related Party Transactions with the Companys 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.

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 Companys 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 by the Ministry of Corporate Affairs.

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