To,
The Members,
Your Directors have pleasure in presenting their Report on the business and operations
of the Company along with the Standalone and Consolidated Audited Financial Statements for
the year ended March 31, 2025.
FINANCIAL SUMMARY
( All figures are in Rupees in Lakhs)
Particulars |
Financial Year 2024-25 |
Financial Year 2023-24 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
Continued Operations: |
|
|
|
|
Operating revenue |
47,734.21 |
1,28,641.40 |
30,978.67 |
1,15,160.30 |
| Other Income |
8,383.35 |
2,315.34 |
8,911.60 |
817.05 |
| Profit before interest, depreciation, tax and after exceptional Items
from continuing operations |
16,269.71 |
31,212.36 |
10,495.66 |
25,897.83 |
| Interest |
660.37 |
7,553.29 |
1,725.66 |
9,180.94 |
| Depreciation & Amortisation |
4,885.55 |
11,299.25 |
4,961.09 |
10,786.99 |
Net profit/(loss) before tax from continuing operations |
10,723.79 |
12,359.82 |
3808.91 |
5,911.90 |
| Provision for Taxes |
|
|
|
|
| a. Current Tax/(credit) |
4,707.76 |
7,334.90 |
1,128.65 |
4,529.50 |
| b. Deferred Tax/(credit) (Net of MAT credit) |
-964.27 |
-2,931.29 |
-13.48 |
-2,290.95 |
Profit after tax from continuing operations |
6,980.30 |
7,956.21 |
2,693.74 |
3,673.35 |
Profit for the year from continuing and discontinued operations |
6,980.30 |
7,956.21 |
2,693.74 |
3,673.35 |
| Share of profit/(Loss) in Associates/ Joint Ventures |
- |
-126.53 |
- |
-477.84 |
| Share of profit/(Loss) in Non-Controlling interest |
- |
-0.38 |
- |
-8.09 |
| Other comprehensive incomes (expenses) (Continued and Discontinued
operations) |
-194.31 |
-230.08 |
-165.63 |
-237.06 |
Total Comprehensive Income/(expenses) |
6,785.99 |
7,599.22 |
2,528.11 |
2,950.36 |
REVIEW OF OPERATIONS:
During the year under review, the Company reported standalone operating revenues of
47,734.21 Lakhs as against 30,978.67 Lakhs and Total Comprehensive Income of 6,785.99
Lakhs as against 2,528.11 Lakhs in the previous year, consolidated gross revenues for
the year review were reported at 1,28,641.40 Lakhs as against 1,15,160.30 Lakhs
and Total Comprehensive Income of 7,599.22 Lakhs as against 2,950.36 Lakhs in the
previous year.
DURING THE YEAR UNDER REVIEW
Shilpa Medicare has demonstrated remarkable progress across our core business verticals
of APIs, Formulations, and Biosimilars, driven by our unwavering commitment to
scientific innovation and excellence with a brief snaphsot hereunder:-
API Segment
• Completed capacity expansion for key products viz. UDCA, Tranexamic Acid,
Azacitidine, Palbociclib and Nilotinib.
• Added new clients in various geographies
• Received CEP from EDQM for Teriflunomide, Desmopressin, Octreotide and UDCA
• Commercial manufacturing started of large polymer project received from a US MNC
for non-pharma applications. Shilpa is the sole supplier from India, with order value
expected to increase going forward.
• Filed US DMF for Liraglutide
• CDMO - Added 2 new customers, taking the total count to 20+ o New dedicated
block for OLC expected to be commercialized in FY26
• Successfully concluded US FDA inspection and received EIR for Unit 1
• Unit 2 audit with US FDA was completed with Zero observations
Formulations Segment
• Launched our 2nd NDA viz. Bortezomib RTU Subcutaneous in US, scale up expected
in FY26
• Received EU approval for Tadalafil ODF in EU region
• All 3 approved NDAs have limited competition
• Launched first generic of Nilotinib capsules via a partner
• SMLNUD07 – successfully completed Phase III trials in India, awaiting
marketing approval
• Unit VI at Dabaspet, Karnataka specialized in manufacturing ODF & TD patches
received US FDA and EU GMP approval
• Submitted remediation work with the US FDA for re-inspection of Jadcherla Unit
Biologics
• Entered into strategic partnership with Orion Corporation for marketing and
distribution of Novel Biologic – Recombinant Human Albumin
• Signed strategic partnership with a Swiss company, mABtree, adding a novel
Biologic in the immune-oncology space
• High concentration Adalimumab continues to gain market share
• Initiated phase III trials for Aflibercept in India
• In process of building differentiated capacities in ADCs - Building
bioconjugation suite for Drug Substance, Leveraging our HpAPI for Linker and Payload.
• Biologics site at Dharwad received EU GMP approval and GMP certification
approval from Oman MoH
R&D
• Successfully filed 22 new patents, taking the cumulative total to about 585
patents and pending applications in India and other countries. Shilpa received grant of 8
patents in India and other countries including the US, Europe etc, expanding our global
reach and protection
• Filed 15 new trademark applications and obtained registrations for 7 trademarks
from Indian trademark office, enhancing our brand presence in Indian domestic market.
• Unit VII, at Nacharam, Hyderabad, has US FDA, EU GMP, CDSCO and DSIR
accreditation
Other highlights
• Your Company has invested 21900 Lakhs during the year on its ongoing expansion
program along with maintenance capex to better position itself for achieving future goals.
STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:
The Standalone and Consolidated Financial Statements of your Company have been prepared
in accordance with Indian Accounting Standards (‘Ind AS') notified under the
Companies (Indian Accounting Standards) Rules, 2015, as amended.
Further, a statement containing the salient features of the Financial Statements of our
subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the
prescribed form AOC-1 is appended as Annexure-1 to the Board's Report. The
Statement also provides the details of performance and financial position of each of the
subsidiaries.
SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
The Company has direct and step down subsidiaries in India and overseas. Consolidated
financial statements have been prepared by the Company in accordance with the requirements
of Ind AS 27 issued by Institute of Chartered Accountants of India (ICAI) and as per the
provisions of the Companies Act, 2013 ("the Act").
As per the provisions of Section 136 of the Act, separate audited financial statements
of subsidiaries are placed by the Company on its website at www.vbshilpa. com. Statement
containing the salient features of the financial statement of subsidiaries and associate
Companies for the year ending March 31, 2025 in Form AOC-1 and a Copy of the audited
financial statement of it's subsidiaries will be provided to the shareholders upon their
request.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of business carried out
by your Company.
UTILISATION OF FUNDS RAISED THROUGH QUALIFIED INSTITUTIONAL PLACEMENT _QIP_:
During the financial year 2024-25, the Company successfully raised a sum of 500
Crores through a Qualified Institutional Placement (QIP) of equity shares, in accordance
with the provisions of Chapter VI of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended.
The proceeds from the QIP were intended to be utilized for the following objects as
stated in the placement document dated April 8, 2024:
1. Repayment or prepayment of full or in part of certain outstanding borrowings availed
by our Company and our subsidiaries namely, Shilpa Pharma Lifesciences Ltd & Shilpa
Biologicals Pvt Ltd
2. General corporate purposes.
The Board of Directors is pleased to inform that the entire proceeds from the QIP have
been fully utilized during the year in alignment with the stated objectives. A summary of
the utilization of funds is as follows:
|
Amount |
Amount |
Purpose |
Allocated |
Utilized |
|
( in Crores) |
( in Crores) |
| Repayment or prepayment of full or in part of certain outstanding
borrowings availed by our Company and our subsidiaries namely, Shilpa Pharma Lifesciences
Ltd & Shilpa Biologicals Pvt Ltd |
438.17 |
438.17 |
| General corporate purposes |
50.00 |
50.11 |
| Issue related expenses |
11.83 |
11.72 |
Total |
500.00 |
500.00 |
The utilization of QIP proceeds has been reviewed and noted by the Audit Committee from
time to time. There has been no deviation or variation in the use of funds as compared to
the objects stated in the QIP offer document.
The Company has complied with all applicable laws and regulations pertaining to the
issue and utilization of funds.
DIVIDEND:
Your Directors recommended a dividend of 1/- per equity share of 1/- each (i.e.
100%) for the FY25, absorbing an amount of 977.91 Lakhs from the profits of the FY25. The
Dividend Distribution Policy of the Company is set out as Annexure-2 and the same
is uploaded on the Company's website at https://
www.vbshilpa.com/pdf/Dividend%20Distribution%20 Policy_Update.pdf
SHARE CAPITAL:
The paid up share capital of your Company is 9,77,90,908/- (Rupees Nine Crore
Seventy Seven Lakhs Ninety Thousand Nine hundred and Eight) divided into 9,77,90,908
equity shares of 1/- each.
Pursuant to the provisions of section 124 (5) of the Companies Act, 2013 read with the
IEPF Rules, the Company has transferred 16,662 shares, belonging to the shareholders who
did not continuously claim dividend for seven years from the financial year 2016-17 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:
Mr.OmprakashInani(DINNo.01301385),Non-Executive 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 there were no changes in the Directorship.
Mr. Hetal Madhukant Gandhi (DIN: 00106895) was reappointed for second term as
Independent Director for the period of 5 years in the 37th AGM held on September 17, 2024,
effective upto the conclusion of the AGM to be held in 2029.
Further, Mr. Vishnukant C Bhutada was re-appointed as Managing Director for a period of
5 years effective from October 1, 2024 in the 37th AGM held on September 17, 2024 in
Shilpa Medicare Limited as well as Shilpa Pharma Lifesciences Ltd, a material subsidiary
on a remuneration of 3.50 cr as minimum remuneration in case of inadequacy of profits
from Shilpa Medicare Ltd, and remuneration in excess of 5% of the net profits of Shilpa
Pharma Lifesciences Ltd, with an overall remuneration not exceeding 15.00 cr p.a for
reminder of the tenure.
Mr. Kalakota Sharath Reddy (DIN: 03603460), Whole Time Director of the Company, was
re-appointed in the 35th AGM held on September 28, 2022 for the further period of 3
(three) yrs w.e.f. October 1, 2022 and whose office shall not be liable to retire by
rotation, being eligible, offers himself for reappointment.
Dr. Kamal K Sharma (DIN: 00209430) and Dr. Anita Bandyopadhyay (DIN NO: 08672071) were
appointed as Independent Directors of the Company for the period of 3 years in the 35th
AGM held on September 28, 2022. The tenure of Dr. Kamal K Sharma (DIN: 00209430)
and Dr. Anita Bandyopadhyay (DIN NO: 08672071) are due for completion and except Dr.
Kamal Sharma who did not express his willingness to continue, their re- appointment sought
is subject to the approval of members of the Company at the ensuing Annual General
Meeting.
CHANGE IN KEY MANAGERIAL PERSONNEL
Mr. Vishnukant C Bhutada, Managing Director of the Company was reappointed for 5 years
w.e.f October 1, 2024 and there were no changes in the Key Managerial Personnel except
re-appointment of Managing Director 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 OfficerMrs. 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. May 23, 2024
2. August 08, 2024
3. November 13, 2024
4. February 10, 2025
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB SECTION _6_ OF
SECTION 149:
The Independent Directors have submitted their declaration of Independence, as required
under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of
independence as provided in Section 149(6) and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
AUDITORS: Statutory Auditors:
Members of the Company at the Annual General Meeting held on September 28, 2022
approved the appointment of M/s. Bohara Bhandari Bung And Associates LLP, Chartered
Accountants, Raichur FRN: 008127S/S200013, as the new statutory auditors of the Company to
hold office for one term of 5 years commencing from conclusion of the ensuing 35th Annual
General Meeting up to the 40th 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, on the recommendation of the Audit Committee, has 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 2025-26. 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 was appointed to conduct the Secretarial
Audit of the Company for the financial year 2024-25, as required under Section 204 of the
Companies Act, 2013 and Rule 9 framed thereunder. The Secretarial Audit Report, in form
MR-3, for the financial year 2024-25 forms part of this Report as Annexure - 3.
The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per
the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder
for the financial year ended March 31, 2025 has been annexed to this Board Report and
marked as Annexure -3 and forms part of the Annual Report.
In accordance with the provisions of Section 204 and other applicable provisions of the
Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force) (‘the Act') and Regulation 24A
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), every listed company is
required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to
their Board's report, prepared under Section 134(3) of the Act. Additionally as per the
recent amendment in SEBI LODR, a listed entity must appoint an individual as Secretarial
Auditor (Peer Reviewed) for a maximum one term of five consecutive years, with member's
approval to be obtained at the Annual General Meeting.
Accordingly, the Audit Committee and the Board of Directors at their meeting held on
August 13, 2025, has recommended the appointment of Mr. D.S. Rao, Practicing Company
Secretary, as the Secretarial Auditor of the Company for a period of five (5) consecutive
years, commencing from April 1, 2025 to March 31, 2030, subject to approval of the Members
at the Annual General Meeting. Furthermore, in terms of the amended regulations, Mr. D.S.
Rao, Practicing Company Secretary has provided a confirmation that they have subjected
themselves to the peer review process of the Institute of Company Secretaries of
India and holds a valid peer review certificate. Mr. D.S. Rao, Practicing Company
Secretary has provided a declaration to that effect that they are not disqualified from
being appointed as Secretarial Auditor and that they have not taken up any prohibited non
secretarial audit assignments for the Company, its holding and subsidiary companies. While
recommending Mr. D.S. Rao, Practicing Company Secretary for appointment, the Board and the
Audit Committee evaluated various factors, including the firm's capability to handle a
diverse and complex business environment, its existing experience in the Company's
business segments, its industry standing, the clientele it serves, and its technical
expertise. Mr. D.S. Rao, Practicing Company Secretary was found to be well-equipped to
manage the scale, diversity, and complexity associated with the Secretarial Audit of the
Company.
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 BDO
India LLP as Internal Auditors of the Company for the financial year 2025-26.
COMMENTS BY 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 Auditors, 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 – 4
RISK MANAGEMENT POLICY:
Pursuant to Regulation 21(4) of SEBI (LODR) Regulations, 2015, the Board of Directors
have formulated and implemented a Risk Management Policy, which identifies various
elements of risks, which, in its opinion, may threaten the existence of the Company and
contains measures to mitigate the same. The Risk Management Policy of the Company is
hosted on the Company's website: www.vbshilpa.com.
A Risk Management Committee has been constituted as per the terms of Regulation 21 of
SEBI (LODR) Regulations, 2015 to monitor and review the major risks faced by and the risk
management plan of the Company periodically.
During the year two Risk Management Committee meetings were held on September 11, 2024
& March 07, 2025.
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 – 5.
The Company has constituted the CSR Committee for monitoring the activities undertaken
by the Company in this regard. The CSR Policy of the Company and other details as required
is are placed on the Company's website at https://vbshilpa.com/policies-and-codes.php
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, Board and Individual Directors is carried out by the Board.
NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Policy of the Company is placed on the Company's
website at https://www.vbshilpa.com/pdf/ NominationRemunerationPolicy.pdf
FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES
AND INDIVIDUAL DIRECTORS:
The Board of Directors have carried out an annual evaluation of its own performance, as
well as that of its Committees and individual directors pursuant to the provisions of the
Sections 134 and 178 read with Schedule IV to the Companies Act, 2013. A structured
questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, execution and performance of specific duties
by the Board of Directors, independence governance, ethics and values, attendance and
contribution at meetings etc.
The performances of the Independent Directors were evaluated by the Board after seeking
inputs from all the directors on the effectiveness and contribution of the Independent
Directors.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee members based on the criteria such as the composition of Committees,
effectiveness of Committee Meetings, etc.
The Board reviewed the performance of the individual directors on the basis of criteria
such as the contribution of the individual director to the Board and Committee Meetings,
like preparedness on the issues to be discussed, meaningful and constructive contribution
and inputs in Meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of Independent Directors, performance of the Non-Independent
Directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Directors and Non- Executive
Directors. The Independent Directors also assessed the quality, quantity and timeliness of
flow of information between the Board and the management that is necessary for the Board
to perform its functions reasonably and effectively. The same was discussed in the Board
Meeting that followed the meeting of the Independent Directors.
FINANCIAL STATEMENTS:
In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the
Standalone and Consolidated Financial Statements, drawn up in accordance with the
applicable Accounting Standards, form part of this Annual Report.
In accordance with Rule 8 (1) of Companies (Accounts) Rules 2014, the highlights of
performance of the Subsidiaries, Associates and Joint Ventures and their contribution to
the overall performance of the Company have been detailed in Annexure - 1 enclosed
to this report.
Further, the annual accounts of all the subsidiary companies are available on the
Company's website www.vbshilpa.com
Annual accounts of the Subsidiary Companies and related detailed information will be
available for inspection by the members, at the registered office of the Company and will
also be made available to the members upon request.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has Internal Control Systems, commensurate with the size, scale and
complexity of its operations. Various Audit systems in the Company monitor and evaluate
the efficacy and adequacy of the internal control systems of the Company, its compliance
with operating systems, accounting procedures and policies at all locations of the
Company. Based on the audit reports, the concerned department/ unit undertakes corrective
action in the respective areas and strengthens the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board periodically.
The Board of Directors of the Company have adopted various policies like Related Party
Transactions Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries,
Code of Conduct for Regulating, Monitoring and Reporting Insider Trading and such other
procedures for ensuring orderly and efficient conduct of its business for safeguarding its
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial information.
DETAILS OF THE 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:
INM Nuvent Paints Private Limited (step down Subsidiary) has struck-off in May 2025. In
addition, there are no new Companies that have become Subsidiaries/Joint ventures/
Associate Companies of Shilpa Medicare Limited.
The Hon'ble National Company Law Tribunal (NCLT), Bengaluru Bench, vide its order dated
June 18, 2025, has approved the Scheme of Amalgamation between Shilpa Medicare Limited
(‘the Company') and INM Technologies Private Limited, a wholly owned subsidiary of
the Company, with the Appointed Date as April 1, 2024. Pursuant to the said order and upon
the effectiveness of the Scheme, INM Technologies Private Limited ceases to be a
subsidiary of the Company.
Your Company has filed a Second Stage petition with National Company Law Tribunal for
effecting the amalgamation with Shilpa Therapeutics Private Limited being the wholly owned
subsidiary, The Company is awaiting for the final order of the Hon'ble tribunal in this
regard.
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 FY25 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:
InaccordancewithSection92(3)oftheActandrule12(1) of the Companies (Management and
Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company has
been placed on the Website of the Company at www.vbshilpa.com
OTHER DISCLOSURES:
Committees of Board:
Your Company has the following committees, namely: Audit Committee Nomination and
Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility
Committee Risk Management Committee
The constitutions of all the committees are as per the provisions of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. The details of the constitution are mentioned in
Corporate Governance Report, which forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT:
Regulation 15 of SEBI (LODR) Regulations, 2015 is applicable to your Company and as
such the details as specified in Schedule V(C) of SEBI (LODR) Regulations, 2015, with
regard to Corporate Governance Report including Practicing Company Secretary's Certificate
on compliance with the conditions of Corporate Governance specified in Schedule V(E) of
SEBI (LODR) Regulations, 2015 as well as a certificate as specified in Schedule
V(C)(10)(i) of SEBI (LODR) 2015 forms part of the Annual report as Annexure- 6.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review as stipulated
under Regulation 34 read with Schedule V (B) to the SEBI (LODR) Regulations, 2015 is
annexed hereto and forms part of this Annual Report.
VIGIL MECHANISM:
In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013
and Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil mechanism for directors and
employees to report genuine concerns has been established. The Policy on vigil mechanism
i.e. Whistle Blower Policy may be accessed on the Company's website at
https://www.vbshilpa.com. The policy provides for a framework and process for safeguard
against victimization of director(s) or employee(s) or any other person who avail the
mechanism and allow direct access to the Chairman of the Audit Committee in exceptional
cases. Your Company adheres to uncompromising integrity in conduct of its business and
strictly abides by well-accepted norms of ethical, lawful and moral conduct. It has zero
tolerance for any form of unethical conduct or behaviour. Directors and employees are at
liberty to report unethical practices.
REMUNERATION RATIO OF THE DIRECTORS_ KEY MANAGERIAL PERSONNEL_EMPLOYEES:
Statement showing disclosures pertaining to remuneration and other details as required
under
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as
Annexure-7.
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 endeavors 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 |
|
| Total number of complaints of sexual harassment received in the year; |
Nil |
| Total number of complaints disposed off during the year; and |
Nil |
| Total number of cases pending for more than 90 days |
Nil |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of the loans granted, guarantees given, securities provided and investments
made during the year under review, as covered under Section 186 of the Companies Act,
2013, are detailed in the notes to the financial statements which may be read as a part of
this Report.
DEPOSITS:
During the year under review, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
RELATED PARTY TRANSACTIONS:
Related Party Transactions entered into during the financial year under review are
disclosed in Note No. 45 to the Financial Statements. These transactions were at an arm's
length basis and in the ordinary course of business. There were no materially significant
Related Party Transactions with the Company's promoters, directors, management or their
relatives which could have had a potential conflict with the interests of the Company.
Form AOC-2, containing a note on the aforesaid Related Party Transactions is enclosed
herewith as Annexure - 8.
Related Party disclosures as per Schedule V of SEBI (LODR) Regulations, 2015 are
enclosed herewith as Annexure - 9.
The policy on Related Party Transactions, as approved by the Board may be accessed on
the Company's website https://www.vbshilpa.com/pdf/related_party_ policy.pdf.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The SEBI vide its circular dated May 10, 2021 made Business Responsibility &
Sustainability (BRSR) Mandatory for top 1000 Listed Companies (by Market Capitalization)
from the FY23, while disclosure was voluntary for the FY22.
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 - 10.
CREDIT RATING:
India ratings and Research has issued Shilpa Medicare Limited credit rating on fund
based working capital limits at IND A+/Positive/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.
Neither the Managing Director nor the Whole-time Director of the Company received any
remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future.
No frauds were reported by the auditors during the year under review.
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.
| For and on behalf of the Board of Directors |
|
|
Shilpa Medicare Limited |
|
Sd/- |
|
Omprakash Inani |
| Place: Raichur |
x |
| Date: August 13, 2025 |
DIN: 01301385 |
|