Shareholders meeting

Shilpa Medicare Limited Corporate & Admin Office: “Shilpa House”, # 12-6-214/A-1, Hyderabad Road, Raichur – 584 135, Karnataka, India Tel: +91-8532-238704, Fax: +91-8532-238876 Email: info@vbshilpa.com, Web: www.vbshilpa.com CIN: L85110KA1987PLC008739 Date: 13 August 2026 Corporate Relationship Department, National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor, Phiroze Jeejeebhoy Towers, Plot No.C/1, G Block Dalal Street, Fort, Bandra Kurla Complex, Bandra (E) Mumbai-400 001 Mumbai-400 051 Stock Code: NSE: SHILPAMED/BSE-530549 Dear Madam/Sir, Sub: Submission of Notice of the 39th Annual General Meeting (AGM). Please find enclosed the Notice convening the 39th Annual General Meeting (AGM) of the Company, scheduled to be held on Friday, September 11, 2026, at 11:00 A.M. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The Notice of the 39th AGM and the Annual Report for the financial year 2025–26 is also available on the Company’s website at: https://vbshilpa.com/annual-reports.php This is for your information and records. Thanking you For Shilpa Medicare Limited Ritu Tiwary Company Secretary & Compliance Officer Notice Notice Notice is hereby given that the 39th Annual General 5. Payment of Commission to Mr. Madhav Meeting (“AGM”) of the members of Shilpa Medicare Vishnukant Bhutada (DIN No: 08222055), Non- Limited will be held on Friday, September 11, 2026 Executive Director of Shilpa Biologicals Private at 11.00AM(IST) through Video Conferencing (“VC”) Limited, a Material Subsidiary. or Other Audio-Visual Means (“OAVM”) to transact the To consider and if thought fit, to pass, with or following business: without modification(s), may pass the following resolution as Ordinary Resolution:- ORDINARY BUSINESS: 1. To receive, consider and adopt the audited “RESOLVED THAT pursuant to the provisions standalone and consolidated financial statements of Section 188(1)(f) and other applicable of the company for the financial year ended 31 provisions, if any, of the Companies Act, 2013, March 2026, together with the report of Board of read with the Rules made thereunder, Regulation Directors and Auditors thereon. 17(6)(e) and other applicable provisions of 2. To declare final dividend of ` 0.60/- per equity the SEBI (Listing Obligations and Disclosure shares for the financial year ended March 31, Requirements) Regulations, 2015 and pursuant 2026. to the recommendation of Nomination and Remuneration Committee, Audit Committee & the 3. To appoint a Director in place of Mr. Sharath Board, approval of the members be and is hereby Reddy Kalakota (DIN:03603460), who retires by accorded for payment of commission upto 1% of rotation and being eligible, offers himself for re- the net profits computed in accordance with the appointment. provisions of Section 197 of the Companies Act, 2013, to Mr. Madhav Vishnukant Bhutada (DIN: SPECIAL BUSINESS: 08222055), Non Executive Director of Shilpa 4. Ratification of remuneration of Cost Auditors: Biologicals Private Limited, a material subsidiary To consider and if thought fit, to pass, with or of Shilpa Medicare Limited w.e.f 1st April 2026. without modification(s), the following resolution as an ordinary resolution: RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to “RESOLVED THAT pursuant to the provisions of do all such acts, deeds, matters and things, and Section 148 and other applicable provisions, if any, to execute all such documents, instruments and of the Companies Act, 2013 (“the Act”) read with writings as may be considered necessary, desirable the Companies (Audit and Auditors) Rules, 2014 or expedient to give effect to this resolution.” and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or By order of the Board of Directors re-enactment thereof for the time being in force), For Shilpa Medicare Limited a remuneration of ` 75000/- (Rupees Seventy Five Thousand only) (Excluding taxes, as applicable), in addition to reimbursement of all out of pocket expenses at actuals, if any, be paid to M/s.V.J. Talati Sd/- & Co, Cost Accountants (Regd. No. M/2203), to Date: 5th August 2026 Ritu Tiwary audit the cost records maintained by the Company Place: Raichur Company Secretary for the financial year ending March 31, 2027 be and is hereby approved and ratified. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts deeds and things as may be necessary to give effect to this resolution.” Shilpa Medicare Limited 281 EXPLANATORY STATEMENT IN ACCORDANCE WITH SECTION 102 OF THE COMPANIES ACT, 2013 The following statement sets out all material facts to business expansion, technology investments, relating to the Special Business mentioned in the partnerships and long-term growth strategies. It is accompanying Notice: under his able guidance that the Company continues to make progress across biologics, ADCs and novel ITEM NO.4 biologics. Therefore, in view of the complexity and The Board, on the recommendations of the Audit global operations of Biologics requiring significant Committee, has approved the appointment of M/s. V.J. attention and higher level of oversight, the Board of Talati & Co, Cost Accountants (Regd. No. M/2203), to Directors in its meeting held on 5th August 2026 on conduct the audit of the cost records of the Company recommendation of Nomination and Remuneration for the financial year 2026 -27 at a remuneration of Committee recommend that he may be paid a `75000/- (Rupees Seventy Five Thousand only). remuneration by way of commission upto 1% (one percent) of the net profits of Shilpa Biologicals In accordance with the provisions of Section 148 of the Private Limited. Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable He is the son of Mr. Vishnukant Chaturbhuj Bhutada, to the Cost Auditors, as recommended by the Audit Promoter and Managing Director of Shilpa Medicare Ltd Committee and approved by the Board of Directors, & holds 40,00,000 eq.sh i.e 2.05% of the shareholding has to be ratified by the members of the Company. of Shilpa Medicare Ltd. Accordingly, consent of the members is sought Except Mr. Madhav Bhutada, Mr. Vishnukant by way of Ordinary resolution for ratification of the Chaturbhuj Bhutada and their relatives, none of the remuneration payable to the cost auditors for the Directors or Key Managerial Personnel or their relatives financial year ending March 31, 2027. are in anyway concerned or interested financially or otherwise in the above resolution. None of the Directors or Key Managerial Personnel or their relatives are in anyway concerned or interested, Members approval is sought by way of financially or otherwise in the above resolution. Ordinary resolution. By order of the Board of Directors ITEM NO 5 For Shilpa Medicare Limited Mr. Madhav Bhutada has played a significant role in providing strategic leadership, strengthening operational capabilities and overseeing key business Sd/- initiatives of the Company. He has been consistently Date: 5th August 2026 Ritu Tiwary contributing to the business through his strategic Place: Raichur Company Secretary inputs, industry insights and business guidance and has been actively participating in matters relating 282 Annual Report 2025-26 Notice NOTES: 7. In line with Ministry of Corporate Affairs General Circular No.03/2025 dated September 22, 1. The explanatory statement setting out all the 2025 and applicable SEBI Circulars, the Notice material facts in respect of the special business as calling the e-AGM and Annual Report has been set out in the Notice, pursuant to Section 102 of uploaded on the website of the Company at the Companies Act, 2013 is annexed hereto. https:// vbshilpa.com. The Notice can also be accessed from the websites of the Stock Exchanges 2. Ministry of Corporate Affairs General Circular i.e., BSE Limited and National Sto [Showing first 8,000 characters — download PDF for full document]