Shilpa Medicare : NCLT/ Court Convened Meeting

Date: 25 April 2022

To,

Corporate Relationship Department, BSE Limited,

1st Floor, Rotunda Building, P.J. Towers, Dalal Street, Mumbai - 400 001. Stock Code: 530549

Dear Sir/Madam,

Shilpa Medicare Limited

Corporate & Admin Office:

"Shilpa House", # 12-6-214/A-1, Hyderabad Road, Raichur - 584 135, Karnataka, India

Tel: [phone], Fax: [phone] Email:[e-mail], Web: www.vbshilpa.com CIN: L85110KA1987PLC008739

To,

National Stock Exchange of India Limited, Exchange Plaza, 5th Floor,

Plot No. C/1, G Block,

Bandra Kurla Complex, Bandra (E) Mumbai - 400 051.

Stock Code: SHILPAMED

Sub: Notice of the National Company Law Appellate Tribunal (Tribunal) Convened Meeting of the

Equity Shareholders of the Company.

Ref: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015

By an order dated the 08th April 2022, the Bengaluru Bench of the Hon'ble National Company Law Tribunal, has directed to convene a meeting of Equity Shareholders, Trade Creditors and Secured Creditors of Shilpa Medicare Limited (Company) for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Amalgamation between INM Technologies Private Limited (Transferor Company) and Shilpa Medicare Limited (Transferee Company) and their respective Shareholders, Trade Creditors and Secured Creditors. In this regard, the meeting of the Equity Shareholders, Trade Creditors and Secured Creditors of the Company has been scheduled on 27 May 2022.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we are attaching herewith the Notice of the Tribunal Convened Meeting of the Equity Shareholders of the Company scheduled on Friday, 27 May 2022 at 9:00 AM ("IST") through Video Conferencing ("VC")/ Other Audio- Visual Means ("OAVM") to transact the business as set forth in the notice of the meeting.

In terms of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation") the Company has provided its Members with the facility to exercise their right to vote in respect of resolution as specified in Tribunal Convened meeting Notice, through electronic means via the Remote e-Voting platform, and during the meeting through e-Voting and has engaged the services of M/s KFin Technologies Limited for the said purpose.

Shilpa Medicare Limited

Corporate & Admin Office:

"Shilpa House", # 12-6-214/A-1, Hyderabad Road, Raichur - 584 135, Karnataka, India

Tel: [phone], Fax: [phone] Email:[e-mail], Web: www.vbshilpa.com CIN: L85110KA1987PLC008739

The Company has fixed Cut-off date for determining the eligibility of shareholders to cast their votes and participation at meeting through video conferencing (VC)/other audio visual means (OAVM) as Friday, 20 May 2022.

Kindly note that the Company has completed dispatch of the Notice of meeting through email to all shareholders whose email IDs are registered with the Company/ Depositories / RTA. The Notice of Meeting is also available on the website of the Company athttps://www.vbshilpa.com/board-meeting-notice.php

Please find the below calendar set in terms of the Companies Act, 2013 and the Rules framed thereunder read with SEBI (Listing obligation & Disclosure Requirements) Regulation, 2015 for your reference:

Particulars of events	Scheduled dates
Cut-off date for voting by the shareholders to cast their votes and participation in Tribunal Convened meeting through VC.(The members of the record as on cut-off date would be eligible to cast their votes through remote e-voting and e-voting during the meeting)	Friday, 20 May 2022
Remote e-voting will commence on	Tuesday, 24 May 2022 at 9.00 A.M. (IST)
Remote e-Voting will end on	Thursday, 26 May 2022 at 5.00 P.M. (IST)
Day, date and time of meeting	Friday, 27 May 2022 at 09:00 A.M.
Website of the service provider (KFin) for e-voting	https://evoting.kfintech.com.

We hereby request you to kindly take the same on record.

Thanking you,

Yours faithfully

For and on behalf of Shilpa Medicare Limited.

Krishnappayya Desai Compliance Officer (Interim).

Encl. as above: Notice of the Tribunal Convened Meeting of the Equity Shareholders of the Company

SHILPA MEDICARE LIMITED

NOTICE OF THE NATIONAL COMPANY LAW TRIBUNAL

CONVENED EQUITY SHAREHOLDERS MEETING

DAY: FRIDAY

DATE: 27 MAY 2022 TIME: 09:00 AM (IST)

MODE: VIDEO CONFERENCING & OTHER AUDIO-VISUAL MEANS

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Shilpa Medicare Limited

CIN: L85110KA1987PLC008739

Regd. Off: #12-6-214/A1, Hyderabad Road, Raichur, Karnataka - 584135, India

Tel: [phone]

Email:[e-mail] , Website:www.vbshilpa.com

HON'BLE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF

EQUITY SHAREHOLDERS

OF

DAY
DATE	May 27, 2022
TIME	09:00 AM (IST)
As per the directions of the Hon'ble National Company
MODE OF MEETING	Law Tribunal, Bengaluru Bench, the meeting shall be
conducted through video conferencing (VC) / Other
Audio-Visual Means (OAVM).
CUT-OFF DATE FOR E-VOTING	20 May 2022
REMOTE E-VOTING START	24 May 2022 at 9.00 a.m. (IST)
DATE AND TIME
REMOTE E-VOTING END DATE	26 May 2022 at 5.00 p.m. (IST)
AND TIME
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SHILPA MEDICARE LIMITED Friday

Shilpa Medicare Limited

CIN: L85110KA1987PLC008739

Regd. Off: #12-6-214/A1, Hyderabad Road, Raichur, Karnataka - 584135, India

Tel: [phone]

Email:[e-mail] , Website:www.vbshilpa.com

NOTICE OF THE TRIBUNAL CONVENED MEETING OF EQUITY SHAREHOLDERS OF SHILPA MEDICARE LIMITED / APPLICANT / TRANSFEREE COMPANY AS PER THE DIRECTIONS OF THE HON'BLE NATIONAL

COMPANY LAW TRIBUNAL, BENGALURU BENCH

CONTENTS

PAGE NO.

Notice of the Tribunal Convened Meeting of the Equity Shareholders of Shilpa Medicare Limited ("the Transferee Company")

Explanatory statement under Section 102 read with sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") and details & information as required under Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. ("CAA Rules")

4.

Annexure I

Scheme of Amalgamation between INM Technologies Private Limited (Transferor Company) and Shilpa Medicare Limited (Transferee Company) and their respective Shareholders and Creditors

Annexure II

Consolidated and standalone Audited Financial Statements, along with respective Auditors Report thereon for the FY ended March 31, 2021 of the Transferor Company

5.

Annexure III

Consolidated and standalone unaudited financial statements for the nine months ended December 31, 2021 of the Transferor Company

6.

Annexure IV

Audited Financial Statements, along with Auditors Report thereon for the FY ended March 31, 2021 of the Transferee Company

8.

Annexure V

Un-audited Financial Statements, along with Review Report of Auditors thereon for the period ended December 31, 2021 of the Transferee Company

Annexure VI

Certificate issued by the Statutory Auditors of the Transferor Company confirming the Accounting Treatment proposed in the Scheme

Annexure VII

Certificate issued by the Statutory Auditors of the Transferee Company confirming the Accounting Treatment proposed in the Scheme

The Notice of the Meeting, Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules and Annexure I to Annexure VII constitute a single and complete set of documents and should be read together as they form an integral part of this document.

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