To,

The Members,

SHELTER PHARMA LIMITED

The Directors of your company have pleasure in presenting their 17^th Board's Report based on the audited financial statements of the company for the year ended on ended March 31, 2024.

Financial Results

The highlights of the financial results for the financial year 2023-24 are as under:

Brief description of the Company's working during the year

During the year under review, revenue from operations of the Company has increased to Rs. 4002 Lakh as against Rs. 3615 Lakh in the previous year.

The Profit after tax for the year incurred Rs. 620.02 Lakh as compared to profit of Rs. 520.58 Lakh in the previous year.

Transfer to reserves

For the financial year ended March 31st, 2024, the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on March 31st, 2024.

Dividend

Based on the Company's performance, the Board of Directors at their meeting held on 07th Septem- ber, 2024, has recommended payment of ^ 0.33 per equity shares @ 3.30% per equity share of the face value of ^ 10/- (^ Ten only) each as final dividend for the financial year ended March 31, 2024. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

Initial Public Offer of Equity Shares

Your Directors are pleased to inform you that, the Company has completed its Initial Public Offer ("IPO") of 38,16,000 equity shares of face value of 10 each at an issue price of Rs. 42 aggregating to Rs. 16,02,72,000/-.

The Offer was made pursuant to Regulation 6(1) of SEBI (Issue of Capital and Disclosure Require- ments) Regulations, 2018. The equity shares of the Company were listed on BSE Limited on 23^rd August, 2023.

The Company has completely utilized its proceeds of Initial Public Offer as per the Object of the issue as mentioned in Prospectus.

a) Authorized Capital

During the year under review, the Authorized Share Capital of the Company remained Rs. 15,00,00,000 (Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10 each

b) Issued, Subscribed and Paid up Capital

During the year under review the issued, subscribed and paid-up share capital of the Company has- been increased from Rs.7,74,37,920/- divided into 77,43,792/- equity shares of Rs. 10/- each to Rs. 11,55,97,920 (Eleven Crore Fifty Five Lakh ninety-seven thousand nine hundred twenty) divided into 1,15,59,792 (One Crore Fifteen Lakh Fifty-Nine thousand seven hundred ninety Two) Equity Shares of Rs. 10 each/-and the changes accrued due to the Initial Public Offer (IPO) and alloted 38,16,000 equity shares at Issue Price Rs.42/- which include premium of Rs. 32/-.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

In accordance with the applicable provisions of Companies Act, 2013 (herein after referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (herein after referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) con- secutive years or more shall be transferred to the demat account of the IEPF Authority.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. There- fore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Deposit from public

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review.

Particulars of Loans, Guarantee or Investments

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, are provided in the financial statements.

Subsidiary / Associate / Joint Venture companies

Your company does not have any subsidiary company, associate company or joint venture company.

During the year, no company became or ceased to be subsidiary, joint venture or associates of your company.

Change in the nature of business

There has been no change in the nature of the business of the company.

Material changes and commitments affecting the financial position of the company

The Company had completed its Initial Public Offer (IPO) and allotted 38,16,000 equity shares of face value of Rs. 10 each/-

Besides above there have been no material changes and commitments, affecting the financial posi- tion of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Quality initiative

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

Details of significant and material orders passed by the regulators, courts and tribunals

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company's operations in future.

Internal Control and their adequacy

The Company has a well-established internal control system. The Company strives to maintain a dy- namic system of internal Controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as Annex- ure -I to the Board's report.

Directors and Key Managerial personnel

The Board of the Company comprises of following Directors and Key Managerial Personnel:

As per the provisions of the Companies Act, 2013, Mr. Shakil Nisarahmed Sabugar(DIN: 01474868), retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The res- olutions seeking shareholders' approval fortheir re-appointments forms part of the Notice.

Annual Evaluation of Board Performance and Performance of its Committees and of Individual Di- rectors

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

Apart from the above, there is no changes occurred in the Directorship of the company.

Declaration by independent directors

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

Board Meetings and participation of directors thereat

During the financial year 2023-24, 7 (Seven) Board Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

The attendance of each of the Directors at the meeting of the Board during the year under review is as under:

Further, The Board, as on March 31st, 2024, had four committee namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility (CSR) Committee.

The details of composition, meetings and attendance as under:

1. Audit Committee

The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177of the Act and Regulation 18 of Listing Regulations.

During the financial year 2023-24, Four(4) Audit Committee Meetings were held.

The details of the Audit Committee meetings attended by its members during FY 2023-24 are given below:

2. Nomination & Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee pursuant to the provi- sions of Regulation 19 of Listing Regulations and Section 178 of the Act.

During the financial year 2023-24, 1 (One) Nomination and Remuneration Committee Meetings were held.

The details of the Nomination & Remuneration Committee attended by its members during FY 202324 are given below:

3. Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Regulation 20 of Listing Regulations and Section 178(3) of the Act.

During the financial year 2023-24, 1 (One) Stakeholder Relationship Committee Meetings were held.

The details of the Stakeholders Relationship Committee attended by its members during FY 2023-24 are given below:

4. Corporate Social Responsibility Committee

During the financial year 2023-24, 1 (One) Corporate Social Responsibility Committee Meetings were held.

The details of the Corporate Social Responsibility Committee attended by its members during FY 2023-24 are given below:

GENERAL MEETINGS

During the year under review 16^th Annual General meeting was held on 04^th August, 2023. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Board of Directors affirms that the company has complied with the applicable Secretarial Stan- dards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

POSTAL BALLOT

During the financial year ended March 31, 2024, there are no special resolution was required to be put through postal ballot.

CORPORATE GOVERANCE

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activi- ties and policies of the organization

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies.

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securitieson the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

Industrial Relations

The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.

Policy Relating to Directors Appointment and Remuneration

The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in company's website https://shelter.co.in/

Director Remuneration

During the year the Company has paid remuneration to its Directors as more particularly described in notes to accounts of Audited Financial Statement & no Sitting fees have been paid to any of the directors.

Particulars of employees

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure II" forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any mem- ber interested in obtaining a copy of the same may write to the Company Secretary.

Directors Responsibility Statement

To the best of the knowledge and belief of the Directors of the Company and according to the informaron and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.

(a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors' have selected such accounting policies, applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.

Since all the related party transactions were entered by the Company in ordinary course of business and were in arm's length basis, FORM AOC- 2 is not applicable to the Company.

Statutory Auditor

Your directors are pleased to inform that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Mendajiwala & Co., Chartered Accountant, FRN: 0135065W, Ahmedabad has been appointed as the Statutory Auditor of the Company till the conclusion of 20th Annual General Meeting i.e. till the financial year 2026-27.

Review of Auditors Report

The Statutory Auditors of the Company have given their Audit Report on the standalone and con- solidated financial statements of the Company for the financial year ended 31st March, 2024. All the items on which the Auditors' have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts. There is no qualification, reservation, adverse remark, com- ments, observations or disclaimer given by the Statutory Auditors in their report.

Reporting of frauds by auditors

During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its offi- cers or employees, the details of which would need to be mentioned in the Board's report.

Secretaria! Auditor

Your directors are pleased to inform that pursuant to the provisions of Section 204 and other applica- ble provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remunera- tion of Managerial Personnel) Rules, 2014, as amended from time to time, M/s. Murtuza Mandorwala & Associates, Practicing Company Secretary (COP: 14284), Ahmedabad has been appointed as the Secretarial Auditor of the Company for the Financial Year 2023-24.

The Secretarial Audit report for the financial year ended March 31st, 2024 is annexed herewith as "Annexure III" to this report. The Secretarial Audit Report does not contain any qualification or adverse mark, but has one reservation relating to compliance of Sec 135 of The Companies Act, 2013 the explanation for such reservation has been provided under Annexure-V of the Directors report.

Further A certificate has been issued by M/s. Murtuza Mandorwala & Associates., Company Sec- retaries in practice, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed as "Annexure - IV" to this Report.

Interna! Auditor

Your directors are pleased to inform that pursuant to the provisions of Section 138 and other appli- cable provisions, if any, of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended from time to time, CA Mohammadaltaf Rasulbhai Sachora (Altaf Sachora & Co), FRN NO: 138017W Chartered Accountants, Ahmedabad has been appointed as the Internal Auditor of the Company for the Financial Year 2023-24.

Further CA Mohammadaltaf Rasulbhai Sachora (Altaf Sachora & Co), FRN NO: 138017W Chartered Accountants, Ahmedabad has resigned from the post of Internal Auditor with effect from the close of business hours on July 31, 2024 and Board has appoint CA Mohammed Aasim A Alvi (Alvi & Co) FRN NO: 160635W as an Internal Auditor Company for the Financial year 2024-25 with effect from 08^th August, 2024

Annua! Return

Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 ('the Act'), it is hereby reported that the Company is maintaining website https://shelter.co.in/ and the copy of form MGT-7 Annual Return for year ended 31.03.2024 is also placed on it.

Business Risk Management

The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and con- trolling the impact of adverse events and maximize the realization of opportunities.

Corporate Social Responsibility

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, Board is designated to do all CSR activity on behalf of the Company.

In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in "Annexure-V" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company through its CSR initiative towards supporting projects in the areas of education, health- care, rural development, women empowerment and various other social matters continues to en- hance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.

During the financial year 2023-24, 1 (One) Corporate Social Responsibility Committee Meetings were held.

Cost Audit Report & Cost Records

During the year under review, your Company has maintained cost accounts and records as prescribed under Section 148 of the Companies Act, 2013 and rules made thereunder. Provisions of cost audit are not applicable on the company.

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of Company's Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.

Code of Conduct

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website at https://shelter.co.in/.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Shareholders' Dispute Resolution Mechanism

SEBI vide circular July 31, 2023 and subsequent circular dated December 20, 2023, read with Mas- ter Circular dated August 11, 2023, has specified that a shareholder shall first take up his/her/their grievance with the listed entity/RTA by lodging a complaint directly with the concerned listed entity/ RTA and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/they can initiate dispute resolution through the Online Dispute Resolution ("ODR") Portal. Shareholders are requested to take note of the same.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Re- dressal) Act, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules there under.

Management Discussion & Analysis

Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure VI"to the Board's report.

Material Orders

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016

The company has not made any application during the financial year 2023-24.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Not Applicable

Listing with Stock Exchange

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2023-24 to the BSE Limited where the shares of the Company are listed.

Prevention of Insider Trading

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase

or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Acknowledgement and appreciation

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your Directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.