COMPANY’S PERFORMANCE

S hivalik Bimetal Controls Ltd. (SBCL/the Company) continued to grow in FY 2023-24 despite the complexities of the global market environment. FY 2023-24 has been an exciting year, marked by resilience in steady revenue growth, and significant achievements in profitability. In FY 2023-24, the Company grew its operations, and efficiency, focused on resource optimisation, ensured the overall well-being of its stakeholders and maintained and improved the financial health. The Company is proud to support a debt-free status in its operational capacity and on its books, reflecting our strong financial management and strategic planning. This prudent approach to debt ensures we have the financial flexibility to invest in growth opportunities and navigate economic uncertainties effectively.

Some of the Key highlights of the year were:

Resilient Revenue Growth: During the year under review, your Company has recorded a turnover of ' 44,940.44 Lakhs against ' 42,023.01 Lakhs during the previous year, registering a growth of 6.94%.

Growth in PBT: SBCL PBT for the full fiscal year surged by 11.25% to ' 10828.62 Lakhs, indicating operational efficiency.

Continuous Growth in Profit after Tax (PAT): SBCL PAT for FY24 showed growth, increasing by 11.49% to ' 8,097.06 Lakhs, demonstrating the Company’s ability to translate operational improvements into bottom-line results.

India’s performance in the Thermostatic Bimetal/ Trimetal segment as well as Shunt has been remarkable, demonstrating robust growth and strong market penetration. On an annual basis, the upward trajectory continues, with sales reaching ' 13,417.41 Lakhs in FY 24, up 31.69% from ' 101,88.38 Lakhs in FY 23 in bimetal business and with sales reaching ' 5,131.96 Lakhs in FY 24, up 9.02% from ' 4,707.17 Lakhs in FY 23 in Shunt business. This consistent year-over-year growth underscores the Company’s expanding market presence and successful execution in capturing a larger market share. This robust performance underscores the significant opportunities within the Indian market, driven by increased demand for smart meters, switchgear, and electric vehicles, aligning well with the national push towards modernization and electrification

Consolidated Audited Financials for the FY 2023-24

SBCLs revenue on a consolidated basis increased to ' 52,805.30 Lakhs for the current year as against ' 48,029.55 Lakhs in the previous year, recording an increase of 9.94%. SBCL successfully delivered on the profitability front with a EBITDA Margin of 23.75%, about 12,541.24 Lakhs, compared to ' 11,887.11 Lakhs in the previous year. Net profits increased to ' 8,426.54 Lakhs in the current year as against ' 7,910.33 Lakhs in the last year, recording an increase of 6.53%.

EXPANSION

We witness capacity expansion across all phases of innovation. Our joint venture and collaboration with international partners have further helped us expand our production and distribution network. Our strategic expansion ensures that our product/component reaches every corner of the country, fortifying our overall presence and enabling us to meet the growing demand for our products/components while maintaining an improving quality

Towards a significant strategic move, Shivalik Bimetal Controls Ltd. has entered an MoU to assess the feasibility of a joint venture with Metalor, a Tanaka group company, a world leader in Precious Metals. Metalor, a renowned Swiss company, is celebrated for its expertise in silver contacts and state-of-the-art silver melting facilities in several locations worldwide. This initiative affirms our commitment to sustainable growth that can open doors to Metalor’s extensive global network.

PERFORMANCE OF THE JOINT VENTURE / WHOLLY OWNED SUBSIDIARY COMPANIES

The Company has two (2) Wholly Owned Subsidiaries and one (1) Joint Venture (JV), as on March 31, 2024. As per the provisions of Section 129(3) of the Companies Act, 2013 (Act), a statement containing the salient features of the financial statements of the Company’s subsidiaries and JVs in Form AOC-1 is attached as Annexure-A In accordance with provisions of Section 136 of the Act, the standalone and

consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the Company. The Company will provide the annual accounts of the subsidiaries and detailed information related to the shareholders of the Company on specific requests made to it in this regard by the shareholders.

Key highlights of these Joint Venture/Wholly Owned Subsidiary Companies are as follows:

a) Joint Venture Company

i) Innovative Clad Solutions Private Limited

The Company has recorded a turnover of ' 18,846.23 Lakhs for the year ended March 31, 2024 (as against the previous year of ' 16,488.17 Lakhs) and recorded a profit after tax of ' 2141.52 Lakhs for the year ended March 31,2024 (as against Previous year Profit of ' 663.06 Lakhs).

b) Wholly Owned Subsidiary Companies

i) Shivalik Bimetal Engineers Private Limited

The Company recorded a turnover of ' 97.11 Lakhs for the year ended March 31, 2024 (as against the previous year of ' 238.40 Lakhs) and a Profit after tax of ' 19.81 Lakhs for the year ended March 31, 2024 (Previous year of ' 28.67 Lakhs).

ii) Shivalik Engineered Products Private Limited (Formerly known as Checon Shivalik Contact Solutions Private Limited)

This Company recorded a turnover of ' 5,953.86 Lakhs for the year ended March 31, 2024 (as against the previous year of ' 5,011.79 Lakhs) and recorded a Profit after Tax of ' 202.20 Lakhs for the year ended March 31, 2024, (as against Previous year of ' 183.04 Lakhs).

DIVIDEND

The Company’s Board of Directors approved a Dividend Distribution Policy on May 30, 2022, as per the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is available on the Company’s website: https://www.shivalikbimetals.com/images/pdf/Dividend-Distribution-Policy.pdf

In terms of the Policy, equity shareholders of the Company may expect dividends, if the Company has surplus funds and after considering the relevant internal and external factors enumerated in the Policy for declaration of dividends.

Further, the Policy also enumerates maintaining dividend payout in the range of 5% to 20% of the annual Profit after tax on Standalone Financials to comply with the above-mentioned provisions and regulations, subject to compliance of covenants with Lenders.

During the year 2023-24, in line with dividend distribution policy, the Board of Director(s) had declared an interim dividend of ' 0.70 (i.e. @35% of the nominal value of the share) per equity share of the face value of ' 2/- each in its meeting held on February 07, 2024, which was paid on March 01,2024, total amounting to ' 4.03 Crores.

Further, based on the Company’s performance, the Directors have recommended a final dividend of ' 1.00 (i.e. @ 50% of the nominal value of the share) per Equity Share of the face value of ' 2/- each for the financial year March 31, 2024, which will be paid subject to approval of members in the annual general meeting, the final dividend on equity shares would entail a cash outflow of ' 5.76 Crores.

The total dividend per equity share for the year ended March 31, 2024, is ' 1.70 (i.e. @ 85% of the nominal value of the share), and the total dividend payout is ' 9.79 Crores.

INVESTOR RELATIONS (IR)

Your Company always believes in striving hard to achieve excellence and leading from the front with adhering to best practices in IR while maintaining a relationship of trust with investors and analysts. In the Financial Year 2023-24, your Company increased its interaction with investors through various conferences and conducted in person individual, group, and audio conference calls. The leadership, including the Promoters, Chief Financial Officer and Head of Sales and Marketing of SBCL spent significant time interacting with investors to communicate the strategic direction for the business, capital allocation policy, plan for scaling up growth gems, addressing investor/ analyst queries and concerns.

During the year, your Company arranged earnings/ conference calls and analysts meet with investors and analysts. All the events hosted in the Financial Year 2023-24 including quarterly earnings calls, analyst meets, etc. were well attended by investors and analysts.

Your Company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company’s website

APPROPRIATIONS TO RESERVE

The Board of Directors has decided to retain the entire amount of Profit in the Profit & Loss account. Accordingly, the Company has not transferred any amount to the “Reserves” for the year ended March 31,2024.

PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public/shareholders under Sections 73 and 74 of the Companies Act, 2013.

SHARE CAPITAL

The Company’s Authorised Share capital during the financial year ended March 31, 2024, remained at ' 15,00,00,000 (Rupees Fifteen Crore Only) consisting of 7,50,00,000

(Seven Crore Fifty Lakhs Only) equity shares of ' 2/- (Rupee Two Only) each.

The Company’s paid-up equity share capital remained at ' 11,52,08,400 (Rupee Eleven Crores Fifty-Two Lakhs Eight Thousand Four Hundred Only) comprising 5,76,04,200 (Five Crore Seventy-Six Lakhs Four Thousand Two Hundred Only) equity shares of ' 2/- each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company, Mrs. Harpreet Kaur retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. A proposal for her reappointment is included in the Notice convening the 40^th Annual General Meeting for consideration and approval by the shareholders.

During the FY 2023-24, the Company appointed Mr. N.P Sahni (DIN: 00037478) and Mr. Sudhir Mehra (DIN: 07424678) were appointed as Independent Director(s) of the Company in its Annual General Meeting held on the 26^th day of September, 2023 for a period of 5 years up to September 25, 2028.

The Board in their meeting held on February 07, 2024, the Board of Directors reconstituted the composition of the Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. The revised composition details were given in the Corporate Governance Report.

At the end of the FY 2023-24, Mr. N.J.S. Gill (DIN: 00007425) and Mr. Pradeep Khanna (DIN: 06668919) ceased to be Independent Director of the Company with effect from close of business hours on March 29, 2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Mr. N.J.S Gill and Mr. Pradeep Khanna for their extensive contribution and stewardship over two decades.

On recommendation of Nomination and Remuneration Committee, the board of directors in their meeting held on August 29, 2024 have appointed additional directors Mrs. Sukrita Goyal (DIN: 07576423) as Independent Women Director and Mr. Kabir Ghumman (DIN: 01294801) as Whole Time Director designated as Executive Director for a period of 5 years from August 29, 2024 to August 28, 2029.

The resolution pertaining to their appointments are set out in the Item No 7 and 8 in the forth coming annual general meeting.

During the year under review, the Company’s Non-Executive Directors had no pecuniary relationship or transactions with the Company other than sitting fees to attend meetings of the Board/Committee of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 (“the Act”) and Regulation 25(8) of the Listing Regulations that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board of Directors is of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA”)

ANNUAL RETURN

The Annual Return of the Company in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company: https://www.shivalikbimetals.com/annual return.php

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. Structured assessment forms were used in the overall Board evaluation comprising various aspects of the Board’s functioning in terms of structure, its meetings, strategy, governance and other dynamics of its functioning besides the financial reporting process, internal controls and risk management. The evaluation of the Committees was based on the terms of reference fixed by the Board, as well as the dynamics of their functioning in terms of meeting frequency, effectiveness of contribution, etc.

Separate questionnaires were used to evaluate the performance of individual Directors based on parameters such as their level of engagement and contribution, objective judgement, etc. The Executive Director’s evaluation was based on leadership qualities, strategic planning, communication, engagement with the Board, etc.

The Chairman was also evaluated based on the key aspects of his role. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as a whole, and the Non-Independent Directors was carried out by the Independent Directors at a separate meeting held during the year.

The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year, (Five) 05 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, are furnished in the notes to Financial Statements.

AUDITORS

a) Statutory Auditors and their Report

In accordance with the provisions of the Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014, M/s. Arora Gupta & Co., Chartered Accountants (Firm Registration No. 021313C) were re-appointed as Statutory Auditors of the Company for a period of 5 years in the 38^th Annual General Meeting (AGM) held on September 27, 2022, until the conclusion of the 43^rd AGM to be held in the year 2027. There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the year ended March 31,2024.

b) Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board of Directors re-appointed M/s R. Miglani & Co., Company Secretaries, as Secretarial Auditor to carry out the Secretarial Audit of the Company for the financial year 2023-24. The Report given by the Secretarial Auditor for the said financial year in Form MR-3 is annexed herewith as ‘Annexure-B(l)’ to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit of Material Unlisted Subsidiary As per the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. M/s R. Miglani & Co., Practicing Company Secretaries, carryout a secretarial audit of the material subsidiary of the Company i.e., Shivalik Engineered Products Pvt. Ltd. for the FY 2023-24. The Report of the Secretarial Audit is annexed herewith as Annexure - B(2). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, every listed entity shall submit a secretarial compliance report. The Annual Secretarial Compliance Report was submitted to the Stock Exchanges on May 28, 2024, within 60 days of the end of the financial year.

c) Cost Auditor

The Company is required to maintain the cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014. Accordingly, such accounts and records are maintained by the Company. The cost audit for the financial year ended March 31,2024, was conducted by Mr. Ramawatar Sunar, Cost Accountant (FRN: 100691), and as required, the cost audit report was duly filed with the Ministry of Corporate Affairs, Government of India.

Being eligible, Mr. Ramawatar Sunar has consented to act as the Cost Auditor of the Company for the financial year 2024-25. Mr. Ramawatar Sunar has further certified that his re-appointment is within the limits as prescribed under Section 141(3)(g) of the Act and that he is not disqualified from such re-appointment within the meaning of the said Act. The remuneration proposed to be paid to Mr. Ramawatar Sunar, subject to ratification by the Company’s shareholders at the AGM, has been set out in the Notice of the next AGM.

As required under the Act, a resolution seeking members’ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming 40^th Annual General Meeting.

Reporting of frauds by Auditors During the financial year 2023-24 and in terms of section 143(12) of the Act, the Statutory Auditors, Secretarial Auditor and Cost Auditor of the Company have confirmed that they have not come across any event indicating the commitment of any fraud by the officers or employees of the Company. Therefore, no reporting under the said provision was required.

SECRETARIAL STANDARDS

Your Company is in compliance with the revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

RISK MANAGEMENT

We have a robust Enterprise Risk Management (ERM) framework focused on identifying, evaluating, prioritising and mitigating all internal and external risks. The findings are reported to the Board & Risk Management Committee (RMC). The Board and the RMC play an essential role in ensuring that all the relevant risk factors are considered by management and that a strategy is in place to mitigate risks to the greatest extent possible and harness opportunities. Our framework is underpinned by a risk management policy as recommended by the RMC and approved by the Board.

INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System commensurate with its operations’ size, scale and complexity. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an external Internal Auditor, who reports to the Board’s Audit Committee on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, as well as its compliance with operating systems, accounting procedures, and policies for various functions of the Company. Based on the Internal Auditor’s Report, process owners undertake corrective action wherever required in their respective areas, strengthening the controls further. Audit observations and actions taken thereof are presented to the Audit Committee of the Board periodically.

During the reporting year, Internal Financial Controls laid down by the Board were tested for adequacy & effectiveness, and no reportable material weakness in the design or operations was observed. The Company has policies and procedures in place to ensure the proper and efficient conduct of its business, safeguard assets, prevent and detect frauds and errors, ensure accuracy and completeness of accounting records, and prepare reliable financial information in a timely manner. Statutory Auditors have also given unmodified audit opinions on the adequacy of internal financial control systems with reference to financial statements.

CORPORATE GOVERNANCE REPORT

At Shivalik, we ensure that we evolve and diligently follow corporate governance guidelines and best practices, not just to boost long-term shareholder value but also to respect the rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the Company’s operations and performance, leadership, and governance. A report on Corporate Governance, including the relevant Auditors’ Certificate regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34 (3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Annual Report as ‘Annexure - C’.

RELATED PARTY TRANSACTIONS

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company has formulated a Policy on dealing with Related Party Transactions (RPTs) as approved by the Board available on the Company’s website and can be accessed at https://www.shivalikbimetals.com/pdf/RPT-Policy-Final.pdf

In line with its stated Policy, all Related Party transactions are placed before the Audit Committee for review and approval. Prior approval of the Audit Committee is taken for the estimated value of transactions that are foreseen and

repetitive. Omnibus approval with respect to transactions that are not routine or cannot be foreseen or envisaged is also obtained as permitted under the applicable laws.

The details of transactions proposed to be entered with Related Parties are placed before the Audit Committee for approval on an annual basis before the commencement of the financial year. Thereafter, a statement containing the nature and value of the transactions entered by the Company with Related Parties is presented for quarterly review by the Committee. Further, revised estimates or changes, if any, to the proposed transactions for the remaining period are also placed for approval by the Committee on a quarterly basis. Besides, the Related Party transactions entered during the year are also reviewed by the Board on a quarterly basis.

During the year, the Company had not entered into any related party transactions which could be considered ‘material’ in terms of Section 188 of the Act and rules made thereunder and according to the Policy of the Company on materiality of Related Party Transactions. Accordingly, no transactions are required to be reported in Form AOC-2. However, you may refer to Related Party transactions in Note No. 42 of the Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, the Company has been undertaking and participating in socially important projects in the fields of health, education, environment conservation, and rural development.

The Company has also framed a CSR Policy in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. The CSR Policy of the Company, the Projects approved by the Board, the composition of the CSR Committee and other relevant details are disclosed on the website of the company at https://wwwshyalikbimetals.com/imaaes/pdf/SBCL-CSR-Policv-2021.pdf

The Annual Report on the CSR activities undertaken by the Company during the financial year under review, is annexed to this Report as ‘Annexure - D’.

PARTICULARS OF EMPLOYEES

Details as required under 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 set out in ‘Annexure- E’ to the Board’s Report. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the SEBI (Listing Regulations), top one thousand listed entities based on

market capitalisation are required to report on the Business Responsibility and Sustainability Reporting Core (BRSR Core) for the financial year ended March 31, 2024 in the format prescribed by SEBI via Circular SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023.

Your Company is reporting on the said requirement and giving an overview of the initiatives taken by the Company from an environmental, social, and governance perspective in a separate section of the Annual Report, which forms part of it. The Report on Business Responsibility and Sustainability Reporting is attached herewith as ‘Annexure - F’

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business.

CREDIT RATINGS

The Credit Rating Agency CRISIL has reaffirmed its ratings assigned to various bank facilities of the Company as per below:-

Ratina Action

STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF THE INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women in the Workplace. The Company has duly constituted an Internal Complaints Committee according to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to creating a safe and healthy working environment. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and Sexual Harassment. The Company has a zero-tolerance approach to any form of Sexual Harassment. The Policy has been displayed on the website of the Company under the head of investor relation/ Shivalik corporate policy tab at https:// www.shivalikbimetals.com/images/pdf/Prevention-of-Sexual-Harrasement-Policy.pdf

During the Financial Year 2023-24, the status of the complaint is as follows:

VIGIL MECHANISM AND WHISTLEBLOWER POLICY

The Company has a well-established whistleblower policy as part of a vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics Policy. This mechanism also provides adequate safeguards against victimisation of Director (s)/ employee(s) who avail of the mechanism and provides direct access to the Chairman of the Audit Committee in exceptional cases. The Whistleblower policy is available on the Company’s website at the following link https:// www.shivalikbimetals.com/images/pdf/Vigil-Mechanism-&-Whistle-Blower-Policy.pdf

It is affirmed that during the year, no employee was denied access to the Audit Committee.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR, ALONG WITH THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR.

During the year under review, no application has been made, nor have any proceedings been pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS, ALONG WITH THE REASONS THEREOF. During the financial year 2023-24, no such valuation was done, and no transaction took place with regard to any onetime settlement.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Board of Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed, and there is no material departures.

b) They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for the year ended on March 31,2024.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records following the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

As of March 31, 2024, the Board of Directors comprised eight (08) Directors, of which two (02) are executive Directors and two (02) are non-executive directors. The number of independent directors is four (04), including one (01) woman.

The Policy of the Company on Directors’ appointment, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination and Remuneration & Board Diversity Policy. The remuneration paid to the directors is in accordance with the Nomination and Remuneration & Board Diversity Policy of the Company.

More details on the Company’s Policy on Director’s appointment and remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, which forms a part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are given as under:

(A) Conservation of energy-

i) Some of the steps taken for the conservation of energy are.

• Continued to replace older drives with newer drives that are application-specific with correcting rating.

• Renewal of pneumatic piping with the latest leakproof systems

• As much as possible, all new motors installed are of energy-efficient types

• Conventional light replaced with LED Lights

• Installation of new energy-efficient compressors

• Inter-plant movement of material done using an Electric Vehicle.

• Optimising resource consumption and minimising wastage through automation and controls.

• Converted the Old wooden boxes/packing materials for new packing.

• Continued monitoring of carbon footprints with a plan to offset our carbon footprints in the coming years.

ii) The steps taken by the Company for utilising alternate sources of energy.

• The bulk of the energy used in all operations is from renewable sources, mainly hydroelectric power.

iii) The capital investment in energy conservation equipment: ' 2.59 Lakhs.

(B) Technology Absorption

i) the efforts made towards technology absorption.

• Further improvements made in custom-built machines for automatic inspection of components.

• Additional Automated systems for high-speed measurement and dimensional checks.

• Use of artificial intelligence in automotive inspection machines.

• Research initiated to improve the performance of resistive alloys.

• Development was undertaken to source components alloys of bimetals indigenously.

• Improved heat treatment process to improve performance of resistors.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

• Reduction in internal rejections and external customer complaints.

• Reduction in production lead time.

• Improvement of production efficiency.

• Development of new products.

• Development and validation of new processes and process enhancements.

iii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N. A.

• The details of technology imported - N. A.

• The year of import - N. A.

• Whether the technology has been fully absorbed - N. A.

• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N. A

iv) The expenditure incurred on Research and Development.

• Capital Expenditure: ' 0.0 Lakhs

• Recurring Expenditure: ' 424.68 Lakhs

• Total: ' 424.68 Lakhs

• Total R & D expenditure as a percentage of total turnovers: 0.95%

(C) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

i) Earnings in FC ' 25,266.09 Lakhs

ii) Expenditure FC ' 18,191.30 Lakhs

iii) Expenditure in FC (Capex) ' 742.35 Lakhs

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators, Courts or Tribunals impacting the going concern status of your Company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of this Report.

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in the Report on Corporate Governance, which forms part of the Annual Report.

ACKNOWLEDGEMENT/ APPRECIATION

Your Directors wish to place on record their appreciation for the continued support and cooperation received from various State Governments and the Government of India. The Directors also thank the banks, shareholders, suppliers, dealers and, in particular, the valued customers for their trust and patronage.

For Shivalik Bimetal Controls Ltd.

Sd/-

S. S. Sandhu Chairman & Whole Time Director DIN:00002312

Place : New Delhi Date : 29.08.2024

Registered Office:

16-18, New Electronics Complex, Chambaghat, Distt .

Solan, Himachal Pradesh - 173213 CIN: L27101HP1984PLC005862 E-mail: investor@shivalikbimetals.com