Shukra Pharmaceuticals Ltd Directors Report

During the period under review, the Company has been engaged in the business of manufacturing and trading of pharmaceuticals Products, laboratory testing and made a profit of Rs. 2204.79 lacs. Your directors are optimistic about companys business and hopeful of better performance with increased revenue in next years.

There was no change in the nature of the business of the Company during the year under review.

The Board of Director of the company make recommendation of final dividend of 1% (Rs.0.01 per equity share of Rs.1/- each face value) for the Financial Year 2025-26, subject to the approval of shareholders in the ensuing Annual General Meeting.

In terms of Section 124(5) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority Rules, the Company was required to credit Rs. 68,720/- of unclaimed dividends to the Investor Education and Protection Fund (IEPF). Due to persistent technical difficulties faced during the online submission of e-Form IEPF-1 on the MCA21 portal, the transaction could not be processed. The Company has lodged the issue with MCA and remains fully committed to finalizing the transfer as soon as the technical platform becomes stable.

Your Companys business verticals comprise Pharmaceuticals, Laboratory, and Medical Technology. While core revenues were driven by the Pharmaceuticals and Laboratory divisions, the Medical Technology segment maintained minimal operations this year. This was a tactical choice, as management dedicated the period to aggregating key resources and supply chains for the Medical Technology division. This groundwork will enable the Medical Technology sector to fully unlock its operational capacity in the near future.

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. 2204.79/- Lacs has been carried forward to credit balance of profit & loss account in surplus.

The paid-up Equity Share Capital of the Company as on March 31, 2026 is Rs.43,78,79,440/- divided into 43,78,79,440 fully paid equity shares of face value of Rs.1/- each.

Out of the total 46,43,000 convertible warrants issued, the Company has converted 17,35,000 warrants into 17,35,000 equity shares of face value of Re. 1/- each at an issue price of Rs. 35.56/- per share (including premium).

During the year under review, the Company has not issued any shares with differential voting rights.

During the year under review, the Company has not issued any sweat equity shares.

During the year under review, the Company has not issued any sweat equity shares.

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

The Company has borrowed loan of Rs. 246.70 lakhs during the year under review.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has maintained a Demat Suspense Account to safeguard unclaimed bonus shares originally issued to physical shareholders. As part of its shareholder-centric approach, the Company verifies all incoming claims and executes the transfer of these bonus shares into the demat accounts of the respective shareholders upon request. The voting rights on these shares shall remain frozen until the rightful owners claim their equity.

The following are the Key Managerial Personnels of the Company:

*Resigned w.e.f. 15^th June, 2026 $Appointed w.e.f. 15^th June, 2026

The following are the Directors of the Company:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations.

The Independent Directors of the Company have also registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Companies Act, 2013 as the institute for the creation and maintenance of data bank of Independent Directors).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, and related matters are put up on the website of the Company at www.shukrapharmaceuticals.com

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.

During the year 2025-26, 12 (Twelve) Board Meetings were convened and duly held on:

The Board of Directors of the Company was present at the following Board Meeting held during the year under review:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

None of the employees of the Company drew remuneration of Rs. 1,02,00,000/- or more per annum and Rs. 8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

Pursuant to provisions of Companies Act, 2013, the Company has 9 Subsidiaries, Associates and Joint Venture Companies.

Disclosures related to the particulars of the Associate Company, as required under sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014, has been made in form AOC-1 and the same is annexed to this report as Annexure-B. Further, The Company does not have any other subsidiary or joint venture Company.

1. SHUKRA HEALTHTECH PRIVATE LIMITED

for engaging in the business of supplying, selling, and distributing medical consumables including but not limited to disposables, reagents,

pharmaceuticals, personal protective equipment (PPE), and other healthcare-related products.

To provide installation, maintenance, calibration, repair, and technical support services for medical devices, capital equipment, and related healthcare infrastructure; To undertake consultancy, training, and turnkey solutions for hospitals, clinics, laboratories, and other healthcare institutions in relation to procurement, usage, and management of medical equipment and consumables.

2. SHUKRA ROBOTICS PRIVATE LIMITED

for carrying on the business of development, design, engineering, ^ manufacture, assembly, import, export, distribution, installation, maintenance, servicing, and sale of robotic systems, surgical robots,

navigation systems, instruments, devices, and equipment used in medical and surgical procedures,

including but not limited to robotic-assisted surgeries, telesurgery, tele proctoring, minimally invasive surgery (MIS), natural orifice transluminal endoscopic surgery (NOTES), and other computer assisted or image-guided interventions.

3. SHUKRA WOUNDCARE PRIVATE LIMITED

For the business of developing, manufacturing, formulating, processing, sterilizing, assembling, importing, exporting, marketing, trading, distributing

and dealing in all types of wound care products, medical, surgical, healthcare devices, materials, consumables and allied solutions, including but not limited to advanced wound dressings, infection- control products, wound management systems, diagnostic aids and therapeutic technologies, design, develop and commercialize innovative, clinically effective and cost efficient wound care therapies that meet national and international quality standards, address unmet medical needs, and promote faster recovery, improved wound healing, and enhanced patient outcomes.

4. SHUKRA DIABETES TECHNOLOGIES PRIVATE LIMITED

For the business of developing, manufacturing, formulating, importing, exporting, marketing, trading, distributing and dealing in all types of diabetes-related medical

technologies, devices, equipment, products and solutions, including but not limited to diagnostic devices, glucose monitoring systems, insulin delivery systems, wearable health-tech devices, digital therapeutics, point-of-care testing equipment, medical sensors, health data management tools, mobile-based healthcare applications and any other technologies intended for the prevention, detection, monitoring, control and management of diabetes and related metabolic disorders.(To undertake research, development, improvement, innovation and commercialization of medical devices and health technologies related to diabetes care, including development of hardware, software, algorithms.

AI-based monitoring tools, medical data analytics platforms, health management systems, telemedicine solutions, integrated patient-care ecosystems and other digital health infrastructure. (To establish, operate and maintain laboratories, testing centres, calibration facilities, research centres, clinical trial units, and product development facilities for medical devices and technologies used in diabetes treatment and metabolic health management.

for carrying on the business of providing virtual autopsy services and solutions, including non-invasive forensic examination using advanced imaging and digital technologies; designing, developing, manufacturing, and dealing in medical equipment, visualization systems, and software for forensic, clinical, and educational purposes; developing and providing software platforms, 3D visualization, simulation, and virtual dissection solutions; offering training, education, and competency development programs for healthcare professionals; establishing, managing, and operating emergency response systems and services

including ambulance services, on-ground response units, and command and control centres; providing technological solutions and coordination platforms for medical emergencies, disaster response, and critical care; undertaking humanitarian assistance and relief in response to crises and disasters of all kinds; engaging in preparedness, mitigation, response, recovery, and resilience activities; and providing consultancy, advisory, research, and technical support services in the fields of forensic science, medical technology, healthcare, and emergency management services.

For import, export, manufacture, assemble, process, develop, brand, distribute, trade, and deal in capital equipment, medical devices, instruments, and consumables related to the fields of dermatology, cosmetology, aesthetic gynecology, ophthalmology, and aesthetic and wellness medicine, including but not limited to cosmeceuticals, pharmaceuticals, chemical peels, skin boosters, injectables, lasers, energy-based devices, implants, and related products; (To

carry on the business of research and development, clinical evaluation, pharma and cosmetic trials, product testing, quality assurance, and regulatory approvals in compliance with applicable laws in India and other countries;

For carry on the business of designing, developing, manufacturing, assembling, importing, exporting, supplying, distributing, trading, installing, operating, maintaining, and otherwise dealing in all kinds of expendable and non-expendable

medical products, medical devices, emergency healthcare systems, combat medical support systems, first aid kits, trauma care kits, field hospitals, mobile hospitals, portable healthcare units, transportable medical systems, and allied equipment and accessories for defence forces, paramilitary forces, homeland security agencies, disaster management authorities, hospitals, healthcare institutions, the Ministry of Defence, Ministry of Home Affairs, other Government departments of India, and Governments of friendly foreign countries, including deployment through land, air, sea, ship, submarine, drone, or other transportation systems, subject to applicable laws and approvals.

For carrying on the business of designing, developing, researching, manufacturing, importing, exporting, assembling, supplying, distributing, maintaining, and dealing in all kinds of expendable and nonexpendable defence, aerospace, homeland security, pharmaceutical, healthcare, biotechnology, medical devices, diagnostics, Al-based technologies, cybersecurity systems, tactical systems, autonomous unmanned systems (UxVs), communication systems, hospital and surgical equipment, pharmaceuticals, APIs, healthcare software, and allied products and services for the Ministry

of Defence, Ministry of Home Affairs, Ministry of Health & Family Welfare, armed forces, paramilitary forces, police organizations, Government departments, public sector undertakings, hospitals, healthcare institutions, and Governments of Friendly Foreign Countries, subject to applicable laws and Government approvals; and to undertake strategic alliances, technology transfers, Joint Ventures (JVs), licensed manufacturing, co-development programs, research activities, consultancy, training, maintenance, modernization, logistics, and system integration services with Indian and foreign Original Equipment Manufacturers (OEMs), technology providers, research organizations, and allied entities in accordance with applicable laws and Government policies.

For the business of designing, developing, researching, innovating, engineering, manufacturing, licensing, acquiring,

implementing, integrating, operating,

maintaining, marketing, supplying, exporting, importing, distributing, and dealing in Artificial Intelligence (AI), Machine Learning (ML), Deep Learning, Data Analytics, Predictive Analytics, Computer Vision, Natural Language Processing (NLP), Generative AI, Robotics, Automation, Digital Platforms, Software, Hardware, Cloud-Based Systems, Decision Support Systems, and other advanced technology solutions for healthcare, defence, public sector, government, industrial, commercial, and strategic applications.

The Company has not changed its name during the year under review.

The Companys Auditors, M/S. Shah Sanghvi and Associates, Chartered Accountants, Ahmedabad who was appointed in the Annual General Meeting in the year 2025 for a block of 5 years.

The Company has appointed M/s Alok Sharma & Company. (Firm Reg. No. 100974) as a Cost Auditors on dated 5^th September, 2024 for maintenance of cost records u/s 148(1) of the Act for the financial year 2024-2025 in compliance with section 148 of the Act.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, appointed CS Rupal Patel Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the period of five year commencing from Financial Year 2025-26. The Secretarial Audit Report for the Financial Year 2025-2026 in Form MR-3 as furnished by the Auditor is annexed herewith as Annexure-B & forms an integral part of Boards Report and it does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/ comments.

Reply to the qualification Remarks in Secretarial Audit Report:

As mentioned in the earlier para, the Company has lodged the issue with MCA and remains fully committed to finalizing the transfer as soon as the technical platform becomes stable.

There is no observation made by the Statutory Auditors in their Report and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of selfcertification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Audit Committee of the Board of Directors of the Company comprises Three Members. as well as those in section 177 of the Companies Act, 2013 and include the reviewing of quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters.

During the year under review, 5 (Five) meetings of the Audit Committee were held 29/05/2025, 13/08/2025, 13/11/2025, 30/12/2025 and 4/02/2026. The composition of committee and attendance at its meetings is given below:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The company has adopted a Whistle Blower Policy, which affords protection and confidentially to Whistle blowers. The Audit Committee Chairman is authorized to receive Protected Disclosures under this Policy. The Audit Committee is also authorized to supervise the conduct of investigations of any disclosures made whistle blowers in accordance with policy.

No personnel have been denied access to the Audit Committee. As of March 31, 2025, no Protected Disclosures have been received under this policy.

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of Directors mainly for the purposes of recommending the Companys policy on Remuneration Package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of Three Members. During the year under review, 01 (One) meetings of the committee were held 30/12/2025. The name of members, Chairman and their attendance at the Remuneration Committee Meeting are as under Committee of Board:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is also available on the Companys website at www.shukrapharmaceuticals.com

The Stakeholders Relationship Committee consisted of Three Members. During the year under review, 4 (Four) meetings of the committee were held 30/04/2025, 23/07/2025, 30/12/2025 and 28/01/2026. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

The status of shareholders complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on March 31, 2025 is given below):

Ms. Arpita Kabra is the Company Secretary and Compliance Officer of the company during the year for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.

a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approved by share transfer committee. Share Transfer requests received in physical form are registered within 30 days and demat requests are confirmed within 15 days.

b) Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2026 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.shukrapharmaceuticals.com

There are no any Material changes occurred, subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year under review.

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending (except the previous years which was already disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

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 were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. However, the disclosure of transactions with related parties for the financial year is given in Note No. 33 to the Balance Sheet i.e. as per Ind-AS -24.

During the year under review the Company has not accepted any deposits to which the provisions of section 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended are applicable.

The Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investment, guarantees and security.

There is no fraud in the Company during the Financial Year ended 31^st March, 2 02 6. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31^st March, 2026.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2025-26, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2025.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and postmaternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO (Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014)

46) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

The CSR activities of the Company mainly aims at Principle of Trusteeship, by serving the community through programmes and projects having focus on -

1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care

2. During the year under review, the amount allocated towards the Craft Development Center at Lilapur was utilized for various activities undertaken for the promotion and development of traditional crafts and for the socio-economic development of artisans.

The CSR funds were utilized primarily towards activities relating to Block Printing, Fabric Weaving and Natural Dyeing, including expenditure on raw materials, tools, equipment and other production-related requirements necessary for carrying out the aforesaid craft activities.

The funds were also utilized towards artisan skill development, training and capacity-building initiatives, with the objective of enhancing the skills, productivity and capabilities of local artisans. Further, expenditure was incurred towards product development and improvement of traditional craft techniques, thereby facilitating the preservation, promotion and sustainable development of traditional crafts.

The aforesaid activities were undertaken with the objective of strengthening artisan livelihoods, enhancing income-generating opportunities and promoting sustainable employment among the artisan community at Lilapur.

Accordingly, the CSR funds were utilized for activities falling within the objectives of craft promotion, artisan development, skill enhancement and livelihood generation, in furtherance of the Companys CSR objectives under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The CSR activities of the Company are aligned with the activities specified in Schedule VII of the Companies Act, 2013.

As per Section 135(9) of the Companies (Amendment) Act, 2020, details of CSR activity is mentioned herewith as an Annexure E.

47) DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by

them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act,

2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

48) AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013:

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31^st March, 2026.

49) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

50) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE where the Companys Shares are listed. The shares of the Company are also listed at NSE after the date of balance sheet i.e. w.e.f. 14^th August, 2026.

51) IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has implemented Corporate Actions, but some are not within the specified time limit due to technical glitch at depositories level.

52) PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.

53) ACKNOWLEDGEMENTS:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.