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Company Information

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SHUKRA PHARMACEUTICALS LTD.

09 January 2026 | 12:00

Industry >> Pharmaceuticals

Select Another Company

ISIN No INE551C01044 BSE Code / NSE Code 524632 / SHUKRAPHAR Book Value (Rs.) 1.50 Face Value 1.00
Bookclosure 18/09/2025 52Week High 65 EPS 0.22 P/E 216.38
Market Cap. 2071.17 Cr. 52Week Low 12 P/BV / Div Yield (%) 31.47 / 0.02 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Directors' present the 32nd (Thirty-Second) Annual Report on the business and
operations of your Company for the financial year 2024-25.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars

Year Ended
31.03.2025
(Rs.)

Year

Ended

31.03.2024

(Rs.)

Revenue from operations

3258.73

7457.29

Other income

420.67

281.52

Total income

3679.39

7738.81

Profit before Interest, Depreciation & Amortization and
Tax Expenses

1693.64

2221.85

Finance Cost

59.49

28.50

Depreciation & Amortization

300.49

205.02

Profit Before Tax

1333.66

1988.33

Current Tax

362.36

136.16

Current tax expense relating to prior years

0

0

Deferred tax

13.78

(1.55)

Total tax expense

376.14

134.61

Profit after Tax

957.52

1853.72

2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF
COMPANY'S AFFAIR:

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.957.52 lacs. Your Directors are optimistic about company's business and hopeful
of better performance with increased revenue in next years.

3) CHANGE IN THE NATURE OF BUSINESS:

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

4) DIVIDEND:

The Board of Director of the company make recommendation of final dividend of 1%
(Rs.0.01 per equity share of Rs.10/- each face value) for the Financial Year 2024-25, subject
to the approval of shareholders in the ensuing Annual General Meeting.

Pursuant to the provisions of Section 124(5] of the Act, if the dividend transferred to the
Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven
consecutive years from the date of such transfer then the said unclaimed or unpaid dividend
amount shall be transferred by the Company along with interest accrued, if any, to the
Investor Education and Protection Fund (“the IEPF”], a fund established under sub-section
(1] of Section 125 of the Act.

Sr.

No

Financial

Year

Date of
Declaration

Dividend

Declare

Dividend

Paid

Unclaimed

Dividend

Due date for
Transfer to
IEPF

1

2016-17

12/09/2017

782838

717467

65371

18/10/2024

2

2017-18

10/09/2018

782838

714118

68720

16/10/2025

3

2018-19

27/09/2019

782838

715436

67389

02/11/2026

4

2022-23

29/09/2022

782838

728253

57906

04/11/2029

5

2023-24

22/09/2023

782838

736828

46010

24/10/2030

6

2024-25

30/09/2024

4378794

3917829

460965

02/11/2031

6) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

The company required to transfer Rs.65371/- to Investor Education and Protection Fund
(IEPF], but the same have not been transferred to the Investor Education and Protection
Fund (IEPF).

7) SEGMENT:

The Company is operating only in two sector i.e. pharmaceutical and Laboratory. But during
the year the laboratory segment has commenced very minor commercial operation.

8) TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General
Reserve and the balance amount of Rs.440.65/- Lacs has been carried forward to credit
balance of profit & loss account in surplus.

9) CHANGES IN SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2025 is Rs.43,78,79,440/-
divided into 43,78,79,440 fully paid equity shares of face value of Rs.1/- each.

A) Issue and Allotment of partly paid-up equity shares pursuant to Right Issue:

(a] During the year under review, the Company has issued 3,28,40,958 bonus shares in the
meeting of the Board of Directors dated April 25, 2024, to the existing shareholders of the
company (As on the Record Date i.e. April 20, 2024] in the ratio of 3 (Three] Equity Share
for every 1 (One] Fully Paid Equity Shares held by them. The BSE Limited vide its letter
no. LOD/Bonus/BN-lP/TT/1444/2023-24 dated March 18, 2024 has granted the In¬
principal Approval for the Bonus shares. Further, the BSE Notice No. 20240627-54 dated
June 27, 2024, the Company received Trading approval for the issue of bonus shares. The

new equity shares issued by the company shall rank Pari-passu with the existing shares
of the company.

(b] Further, during the year the Company has increased authorized share capital of the
Company from Rs.44,00,00,000/- (Rupees Forty Four Crores] divided into 4,40,00,000
(Four Crores Forty Lakhs] Equity Shares of Rs.10/- each to Rs.49,00,00,000/- (Rupees
Forty Nine Crores] comprising of 4,90,00,000 (Four Crores Ninety Lacs] Equity Shares of
Rs.10/- each. with the approval shareholders via extra ordinary general meeting dated
August 23, 2024. Further, the Company has also done sub-division (split] the
nominal/face value of each Equity Share having a present value of Rs.10/- (Rupees Two
Only] each into 1 (One] Equity Shares of face value of Rs.1/- (Rupees One Only] each with
the approval shareholders through postal ballot meeting dated March 06, 2025 and
approval for the same granted by BSE limited w.e.f. March 12, 2025 vide notice bearing
no. 20250312-49. Thereby the capital structure of the Company is now as follows:

Type of Capital

No. of Equity
Shares

Face Value (Rs.)

Total Share Capital

(Rs.)

Authorised Share
Capital

49,00,00,000

1

49,00,00,000

Issued and
Subscribed Capital

43,78,79,440

1

43,78,79,440

Paid-up Capital

43,78,79,440

1

43,78,79,440

B) Issue of equity shares with differential rights:

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

C) Issue of sweat equity shares:

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

D) Issue of employee stock options:

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

E) Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees:

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.

10) FINANCE:

The Company has borrowed loan of Rs. 1,10,49,521/-from Bank/Financial institution during
the year under review.

11) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimed
suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed
suspense account are not required to mention here.

12) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Key Managerial Personnels:

The following are the Key Managerial Personnels of the Company:

Name

Designation

Mr. Dakshesh Shah

Managing Director

Mr. Mehulkumar Patel*

Chief Financial Officer

Mrs. Anar Jayesh Patel#

Chief Financial Officer

Mrs. Anar Jayesh Patel#

Whole- Time Director

Ms. Sanskruti Patel

Whole- Time Director

Mr. Dhruvin Shah

Whole- Time Director

Mrs. Shital Shah

Whole- Time Director*

Ms. Arpita Kabra

Company Secretary & Cor

npliance Officer

*resigned w.e.f. 10th July, 2024
#appointed w.e.f. 10th July, 2024
$appointed w.e.f. 29th January, 2025

b) Directors

The following are the Directors of the Company:

Name

Designation

Mrs. Payal Mehta

Executive Director

Mrs. Shital Shah

Executive Director (Appointed w.e.f. 25/10/2024)

Ms. Ritu Kapoor

Non-Executive, Independent Director (Appointed w.e.f.
25/10/2024)

Mr. Jitendra Shah

Non-Executive, Independent Director (Appointed w.e.f.
10/07/2024)

Mr. Dhruvin Shah

Executive Director

Ms. Sanskruti Patel

Executive Director

Ms. Pinki Nirmal Sagar

Non-Executive, Independent Director

Mrs. Anar Jayesh Patel

Executive Director (Appointed w.e.f. 10/07/ 2024)

Mr. Dakshesh Shah

Executive Director

Ms. Bhoomi Patel

Non-Executive, Independent Director

Mrs. Sonal Gandhi

Non-Executive, Independent Director

Mr. Sarjeevan Singh
Rathore

Non-Executive, Independent Director

c) During the year and till the date of this AGM, the following changes occurred in the
Composition of Board Directors and KMP due to Appointments and Resignations of
Director and KMP:

Name

Designation

Date of
Appointment

Date of
Resignation

Mrs. Sheetal Shah

Additional

Director

Executive

25/10/2024

--

Ms. Ritu Kapoor

Additional

Director

Independent

25/10/2024

--

Mr. Jitendra Shah

Additional

Director

Independent

10/07/2024

--

Mrs. Anar Jayesh Patel

Additional

Director

Executive

10/07/2024

--

d) Appointment/Re-appointment/regularize in this 31st Annual General Meeting

S.N.

Particulars

1

Pursuant to the provisions of Section 152 and other applicable provisions if any,
of the Companies Act, 2013, Mr. Dakshesh Shah (DIN: 00561666), Executive
Director of the Company is liable to retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer herself for reappointment.

2

Regularization of Mrs. Anar Jayeshbhai Patel (DIN: 02588388) as a Director of
the Company

3

Appointment of Mrs. Anar Jayeshbhai Patel (DIN: 02588388), as a Whole-time
Director of the Company

4

Regularization of appointment of Additional Independent Director Mr. Jitendra
Somchand Shah (DIN: 01609325), as an Additional Independent Director of the
Company

13) DECLARATION BY INDEPENDENT DIRECTORS

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.

14) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

15) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

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.

1

2

3

4

5

06/04/2024

25/04/2024

29/05/2024

10/07/2024

23/07/2024

6

7

8

9

10

12/08/2024

05/09/2024

28/09/2024

25/10/2024

14/11/2024

11

12

13

14

09/01/2025

29/01/2025

14/02/2025

29/03/2025

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

Name of Directors

Board

Meeting

Held

Meetings

attended

Attendance at
last AGM

Mr. Dakshesh Rameshchandra
Shah

14

13

Yes

Mrs. Payalben Sujay Mehta

14

14

Yes

Mrs. Bhoomiben Patel

14

14

Yes

Mr. Dhruvin Shah

14

13

Yes

Ms. Sanskruti Patel

14

12

Yes

Ms. Pinki Nirmal Sagar

14

14

Yes

Mrs. Sonal Gandhi

14

14

Yes

Mr. Sarjeevan Singh Rathore

14

14

Yes

Mr. Jitendra Shah

10

10

Yes

Mrs. Anar Jayesh Patel

10

10

Yes

Mrs. Shital Shah

5

5

No

Ms. Ritu Kapoor

5

5

No

16) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS
BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

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.

17) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the
provisions of 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
provided as
"Annexure- A" to the Board's report.

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.

18) EMPLOYEE RELATIONS:

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
Company's vision and strategy to deliver good performance.

19) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIAT¬
ES AND IQINT VENTURE COMPANIES:

The Company has not any Subsidiaries, Associates and Joint Venture Companies

20) CHANGE OF NAME:

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

21) STATUTORY AUDITORS:

The Company's Auditors, M/s Maak & Associates, Chartered Accountants, Ahmedabad

who was appointed in the Annual General Meeting in the year 2021 for a block of 5 years.

22) COST AUDITORS:

The Company has appointed M/s Alok Sharma & Company. (Firm Reg. No. 100974) as a Cost
Auditors on dated 5th 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.

23) SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed
CS Shilpa Shah, Practicing Company Secretary, on 14th February, 2025. But
after that CS Shilpa Shah has given resignation on 29th March 2025 and appointed CS
Rupal Patel Practicing Company Secretary
, to undertake the Secretarial Audit of the
Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year
2024-2025 in Form MR-3 as furnished by the Auditor is annexed herewith as
Annexure-B &
forms an integral part of Board's 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.

Further, the Board of Directors in its board meeting held on 29th March, 2025 has appointed
Mrs. Rupal Patel, Practicing Company Secretary, Ahmedabad as Secretarial Auditors of the
Company for period of five years commencing from financial year 2025-26. Further, the
Company has received consent letter regarding such appointment in accordance with the
applicable provisions of the Act and Rules framed thereunder.

Reply to the qualification Remarks in Secretarial Audit Report:

• Although the company has not published notice of meeting of the board of directors
where financial results shall be discussed and declared. However, the same was
uploaded on the website of the Company and BSE.

• The Company is committed to disclosure of unpaid dividend details on the prescribed
form in timely manner.

• The office of BSE limited has imposed fine of Rs. 1,82,000 for Non-Compliance of Reg. 295
(1] of the SEBI (Issue of Capital and Disclosure Requirements] Regulations, 2018 ("ICDR
Regulations") for delay in issuance of Bonus shares to the shareholders of Shukra
Pharmaceuticals Ltd. The Company has paid SEBI SOP to BSE on dated 04th March, 2024
for Rs. 1,82,000 due to delay in corporate action of issue of bonus shares which happened
consequent upon delay in approval of corporate action executed by the Company with
NSDL/CDSL on dated 16/05/2024 but approved by NSDL/CDSL on dated 13/06/2024.
The Company has submitted all explanation with documentary evidence to the BSE for
wavering SOP but BSE has directed the Company to pay and thereby company has paid
SEBI SOP of Rs. 1,82,000 to BSE on dated 04th March, 2024. The Board of Directors of the
Company has convened Board meeting dated 25/04/2024 and passed resolution for
issue of 3,28,40,958 Bonus shares subject to approval from shareholders and regulatory
bodies. The Company has obtained shareholders approval via postal ballot and declared
result of postal ballot dated 03/04/2024. However, previous corporate action pertaining
to forfeiture of shares were pending with NSDL / CDSL (Depositories] since 15/02/2024
and both depositories have raised query lately on 14/05/2024 stating that BSE approval
letter dated 12/02/2024 contains only Rs.2.5 paid up instead Rs.2.5/- and Rs.6/- per
share for the entire 12,739 due which NSDL and CDSL has stopped our corporate action
which finally have impact on the Corporate Action of Bonus shares also. We have
communicated the same to the office of BSE on dated 3rd June, 2024 Consequently, office
of BSE has provided reply on dated 6th June, 2024 which has been immediately
communicated to NSDL on dated 6th June, 2023 and consequently corporate action dated
11th June, 2023 for forfeiture of 12739 partly paid shares have been approved by NSDL.
Then-after NSDL has approved our Corporate Action for issue and credit of bonus shares
on dated 12th June, 2024. In order to complete all compliance in timely manner for bonus
shares, the Company is also dependent on approval of shareholders, NSDL, CDSL and BSE
as mentioned in the aforesaid paragraph. The management and Board of Directors of the
Company has no malafide intention of getting it delayed, at any point of time, yet, in order
to comply with the compulsory provisions of SEBI ICDR, paid fine to BSE.

24) RESPONSE TO AUDITOR'S REMARKS:

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.

25) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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 self-certification 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.

26) AUDIT COMMITTEE:

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, 6 (Six) meetings of the Audit Committee were held
29/05/2024, 10/07/2024, 12/08/2024, 05/09/2024, 14/11/2024 and 14/02/2025. The
composition of committee and attendance at its meetings is given below:

Sr.

No.

Name

Position

Category

Number

of

meeting

Attend

Changes duri
and till the (
AG

ng the year
late of this
M

Appointment

Resignation

1

Mrs.

Bhoomiben

Patel

Chairperson

Independent

Director

6

2

Mrs.

Sonal

Gandhi

Member

Independent

Director

6

3

Mr.

Sarjeevan

Singh

Member

Independent

Director

6

27) VIGIL MECHANISM:

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.

28) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration
Committee of Directors mainly for the purposes of recommending the Company's 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 10/07/2024, 25/10/2024. The
name of members, Chairman and their attendance at the Remuneration Committee Meeting
are as under Committee of Board:

Sr.

No.

Name

Position

Category

Number

of

meeting

Attend

Changes duri
and till the (
AG

ng the year
ate of this
M

Appointment

Resignation

1

Mrs.

Bhoomiben

Patel

Chairman

Independent

Director

02

2

Mrs. Sonal
Gandhi

Member

Independent

Director

02

--

--

3

Mr.

Sarjeevan

Singh

Member

Independent

Director

02

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
Company's website at
www.shukrapharmaceuticals.com

29) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of Three Members. During the year
under review, 3 (Three) meetings of the committee were held 29/05/2024, 14/11/2024,
and 23/01/2025. The name of members, Chairman and their attendance at the Stakeholders
Relationship Committee are as under Committee of Board:

Sr.

No.

Name

Position

Category

Number

of

meeting

Attend

Changes duri
and till the (
AG

ng the year
ate of this
M

Appointment

Resignation

1

Mrs.

Bhoomiben

Patel

Chairman

Independent

Director

03

2

Mrs. Sonal
Gandhi

Member

Independent

Director

03

--

--

3

Mr.

Sarjeevan

Singh

Member

Independent

Director

03

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]: -

Complaints Status: 01/04/2024 to 31/03/2025

Number of complaints received so far

8

Number of complaints solved

8

Number of pending complaints

Nil

Compliance Officer:

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:

Name

Purva Sharegistry (India] Private Limited

Address

Unit no. 9, Shiv Shakti Ind. Estt., J .R. Boricha marg, Opp. Kasturba
Hospital Lane, Lower Parel (E), Mumbai 400011.

Tel

22-2301 2518 / 6761

Fax

022 - 23012517

Email

support@purvashare.com

30) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per Section 135(9) of the Companies (Amendment) Act, 2020, dated 28th September, 2020, where
the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the
requirement under sub-section (1) for constitution of a Corporate Social Responsibility (CSR)
Committee shall not be applicable. In such cases, the functions of the CSR Committee shall be
discharged by the Board of Directors of the company. Accordingly, since the CSR obligation of the

Company does not exceed fifty lakh rupees, the constitution of a CSR Committee is not applicable,
and the duties relating to CSR activities shall be undertaken by the Board of Directors of the
Company.

31) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAG- E
MENT POLICY OF THE COMPANY:

The Company has laid down a Risk Management Policy and identified threat of such events
which if occurs will adversely affect either / or, value to shareholders, ability of company to
achieve objectives, ability to implement business strategies, the manner in which the
company operates and reputation as “Risks”. Further such Risks are categorized in to
Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to
identify, evaluate, manage and monitoring all the three types of risks.

32) EXTRACT OF ANNUAL RETURN:

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, 2025 in Form MGT-7 is uploaded on website of the Company and can be
accessed at
www.shukrapharmaceuticals.com

33) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

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.

34) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:

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

35) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016:

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.

36) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS:

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

37) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

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

38) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an
arm's 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. 19 to the Balance Sheet i.e. as per Accounting
Standard -18.

39) PUBLIC DEPOSIT:

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.

40) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to the Financial Statements.

41) CORPORATE GOVERNANCE:

Report on Corporate Governance in terms of Regulation 34 read with Schedule V of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 is
made part of this report. A certificate from the Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance is also annexed to this Annual
Report. The Corporate Governance Report is annexed herewith as “
Annexure -C".

42) MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Schedule V of the SEBI (Listing
Obligations and Disclosure Requirement), Regulations, 2015, forms part of this Report and
the same is annexed as
"Annexure-D".

43) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March, 2025. 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 31st March, 2025.

44) OBLIGATION OF COMPANY 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 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 2024-25, the company has not received any complaints on sexual
harassment and hence no complaints remain pending as of March 31, 2025.

45) MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

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 post-maternity 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.

46) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

During the year conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read
with Rule, 8 of the Companies (Accounts) Rules, 2014, is
Nil.

47) 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. Empowering women socially & economically

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

48) 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,
2025, 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, 2025 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

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

The Company has used accounting software for maintaining its books of account for the
financial year ended March 31, 2025 which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software. 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 31st
March, 2025.

50) 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.

51) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE
where the Company's Shares are listed.

52) 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.

53) 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.

The New Code viz. “Code of Internal Procedures and Conduct for regulating, Monitoring and
reporting of Trading by Insiders” and “Code of Practices and Procedures for fair Disclosure
of Unpublished price Sensitive Information” has been framed and adopted. The Code
requires pre-clearance for dealing in the Company's shares and prohibits purchase or sale of

Company shares by the Directors and 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 is Responsible for implementation of the
Code.

54) 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.

By Order of the Board of Directors
Date: 30/08/2025 For Shukra Pharmaceuticals Limited

Place: Ahmedabad

Sd/- Sd/-

Dakshesh Shah Payal Mehta

Managing Director Director

DIN: 00561666 DIN: 02145421