Your directors have pleasure in presenting the Forty-Fifth Annual Report of the Shivagrico Implements Limited (the “Company”)
along with the Audited Financial Statements for the Financial Year Ended 31st March, 2024.

1. FINANCIAL RESULTS:

2. PERFORMANCE & RESULTS:

The Total turnover of the company during the year review was Rs. 4360.29 Lakhs as compared to Rs. 4193.03 Lakhs
in the year 2022-2023, an increase of 4%. The company has earned a net Profit after tax of Rs. 7.05 Lakhs as
compared to net profit after tax of Rs. 10.12 Lakhs in the corresponding previous year. The drop in profit is mainly
due to drop in conversion Charges and Job work.

3. OPERATIONS AND FUTURE PLANS

Looking to the present scenario the management of the company has taken following steps:

a) EXPORT:

Export in the current year were Rs. 902.19 Lacs (25.22% of Sales) as against of Rs. 622.54 Lacs (18.70% of
Sales) in the previous year. The increase in Export sales is about 45% as compared to previous year.

b) NEW PRODUCT DEVELOPMENT

The company is also developing new variants in existing products and is also closely working to develop new
techniques in Rolling Special Profiles to boost Make in India Scheme by closely working with other groups for
special products of National Interest.

c) Boost up Home Market activities

The company is increasing it's distributor network Pan India.

4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

There is no Change in the nature of Business of the company during the Financial Year 2023-24.

5. DIVIDEND:

In order to conserve the resources, your Board of Directors regrets its inability to declare dividend for the year 2023¬
24.

6. ISSUE OF SHARES:

The Company during the year under review has not issued any shares including Sweat Equity Shares or Shares with
differential rights or under Employee Stock option scheme nor did it buy-back any of its shares.

7. BORROWINGS:

The total long term and short borrowings as at 31st March, 2024 stood at Rs. 1917.21 lacs as against of Rs.
1697.72 lacs as on 31st March, 2023.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES :

Since the Company has no subsidiaries, Associates and Joint Ventures provisions of Section 134(3)(q) of the
Companies Act, 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 are not applicable.

9. CAPITAL EXPENDITURE

During the financial year 2023-24 the Company's outlay towards capital expenditure towards fixed assets was Rs.
318.93 lakhs.

10. DIRECTORS RESPONSIBILITY STATEMENT:

In compliance with Section 134(3) (c) of the Companies Act, 2013, your directors, on the basis of information made
available to them, confirm the following for the year under review:

(i) In the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable
accounting standards had been followed and that no material departures have been made from the same.

(ii) They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as 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 of the company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities.

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

(v) 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

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

11. DIRECTORS:

A. Changes in directors and Key Managerial Personnel
Directors retiring by rotation

In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of
determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number of
Directors of the Company. Accordingly, Mr. Hemant Ranawat (DIN: 00194870), shall retire by rotation at the ensuing
Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company.

Director's Appointment

Upon the recommendation of Nomination and Remuneration Committee, Mr. Vimalchand Jain was appointed
as Managing Director of the Company pursuant to Section 196 of the Companies Act, 2013 and other
applicable provisions (including any statutory modification(s) or re-enactment thereof) if any, of the Companies
Act, 2013 w.e.f. 14th August, 2023.

Mr. Bhupesh Shah was appointed as an Independent Director of the Company pursuant to section 161 of the
Companies Act, 2013 and other applicable provisions (including any statutory modification(s) or re-enactment
thereof) if any, of the Companies Act, 2013 by the Board of Directors w.e.f. 14th August, 2023.

Mrs. Priyanka Shah was appointed as an Additional / Independent Director of the Company pursuant to section
161 of the Companies Act, 2013 and other applicable provisions (including any statutory modification(s) or re¬
enactment thereof) if any, of the Companies Act, 2013 by the Board of Directors w.e.f. 29th February, 2024.

Justification for Appointment: The Appointee has understanding of Finance, Business Management, Trading
and Securities & Corporate laws which is valuable to our company's objective.

Pursuant to the provisions of Section 149 of the Act, Mr. Bhupesh Babulal Shah and Mrs. Priyanka Shah have
submitted the declaration that they meet the criteria of independence as provided in Section 149(6) of the Act
along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations and also
complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

A resolution seeking shareholders' approval for the appointment of Mrs. Priyanka Shah, forms part of the Notice.

The shareholders have already passed the resolutions for appointment of Mr. Vimalchand Jain as a Managing
Director and regularization of appointment of Mr. Bhupesh Shah as a Non Executive Independent Director at the
44th Annual General Meeting.

Brief profile of the Directors proposed to be appointed / re-appointed as required under Regulation 36 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - II
(General Meeting), are part of the Notice convening the Annual General Meeting.

Expiration of Term of Independent Director

Term of office of Mr. Bhavesh Shah, who was appointed as an Independent Director on 29th September, 2018
for a period of five years, expired on 23rd September, 2023. The Board places on record its appreciation for his
invaluable contribution and guidance provided to the Company over the years

Term of office of Mr. Hemant Ranawat, who was appointed as Whole Time Director of the Company w.e.f. 25th
June, 2021 for a period of three years, expired on 24th June, 2024. However, Mr. Hemant Ranawat continues to
serve as an Executive Director and Chief Financial Officer (CFO) of the Company.

Appointment/Resignation of Company Secretary and Key Managerial Personnel

During the year under review, there is no change in Key Managerial Personnel (KMP) as defined under section
2(51) and 203 of the Companies Act, 2013.

B. Annual Evaluation of Board of Directors, its committees and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance, the
directors individually, as well as the working of its committees.

The performance of Board, Committees and Individual Directors was evaluated on the basis of criteria such as:

* Evaluation of the Board was based on criteria such as composition and role of the Board, Board
communication and relationships, functioning of Board Committees, review of performance of Executive
Directors, succession planning, strategic planning, etc.

* Evaluation of Committees was based on criteria such as adequate independence of each Committee,
frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees
and effectiveness of its advice/recommendation to the Board, etc.

* Evaluation of Directors was based on criteria such as participation and contribution in Board and
Committee meetings, representation of shareholder interest and enhancing shareholder value,
experience, and expertise to provide feedback and guidance to top management on business strategy,
governance, risk and understanding of the organization's strategy, etc.

* Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017

12. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1 )(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from
other business matters.

The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board / Committee
meetings is generally circulated at least a week prior to the date of the meeting.

During the year under review, seven (7) Board Meetings and five (5) Audit committee meetings were convened and
held. Details of each such meeting are given in the Corporate Governance Report which forms a part of this Annual
Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. COMMITTEES OF THE BOARD

During the financial year 2023-24, the Company had three (3) Committees of the Board, namely

* Audit Committee

* Nomination and Remuneration Committee

* Stakeholders Relationship Committee

The Board decides the terms of reference for these companies. Minutes of meetings of the Committees are
placed before the Board for information. The details as to the composition, terms of reference, number of
meetings and related attendance, etc. of these Committees are provided in detail, in the Corporate Governance
Report which forms a part of this Annual Report.

15. NOMINATION AND REMUNERATION POLICY:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the
manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in

compliance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and is available on the
Company's website at www.shivagrico.in

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work perform by the internal, statutory and secretarial auditors, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by the Audit Committee, the
Board is of the opinion that the Company's internal financial controls were adequate and effective during financial
year 2023-24.

17. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 134 (3)(o) and 135(1) of the Companies Act, 2013 read with Rule 8 of Companies (CSR)
rules is not applicable to the Company as it is not falling under the criteria mentioned in the Act.

18. STATUTORY AUDITORS AND AUDITOR'S REPORT:

M/s. Ambavat Jain & Associates LLP (Firm registration No. 109681W), were appointed as Statutory Auditors of the
Company at 43rd Annual General Meeting held on 22nd September, 2022, to hold office till the conclusion of the 47th
Annual General Meeting.

The Auditor's Report for the financial year ended 31st March, 2024 on financial statements of the Company is a part
of this report and is annexed to this Annual Report.

The Auditor's Report does not contain any qualification, reservation or adverse remark on the financial statements
for the year ended 31st March, 2024.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any other
comments. The Auditors Report contains an unmodified opinion.

19. SECRETARIAL AUDITORS AND AUDITORS REPORT.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. A.D. Parekh & Associates a
firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year
2023-24.

The Secretarial Audit Report (Annexure-B) forms a part of the Board's report to the Members.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. However, the
Secretarial Audit Report contains the remark that - there was a delay in filing certain e-forms required to be
submitted to the Registrar of Companies.

Board's Reply: There was a delay in filing the e-forms. However, these forms have been filed with additional fees.
The delayed filings do not have any adverse effect on the financial statements or the functioning of the Company.

20. COST AUDITOR:

The provisions of Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

21. REPORTING OF FRAUD BY AUDITORS

During the Financial Year 2023-24 under review, neither the Statutory Auditors nor the Secretarial Auditor have
reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed
against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

22. RISK MANAGEMENT POLICY

Pursuant to clause 15 (2) (a) of SEBI (Listing Obligation and Disclosure Requirement), Regulation, 2015
compliance with Corporate Governance provisions as specified under Regulations 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V of SEBI (Listing Obligation and Disclosure
Requirement), Regulations, 2015 are not applicable to the Company; however, the Company operates with well-
defined risk management policy to identify measures to mitigate various business risks.

The Company has evolved risk management policy identifying primary risk and secondary risk. Primary risk includes
manpower development, product efficiency, fluctuation in price of raw materials and competition. Although the
profitability of the company may be affected on account of these risk factors, Board has not identified any risk which
threatens the existence of the Company.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

24. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY:

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 Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for their approval. Prior
omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive
nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement
giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for
their approval.

The transactions with the related parties are disclosed in Note No. 37 to the 'Notes on Accounts' forming part of the
Financial Statements and form AOC-2 is annexed as Annexure A.

25. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the Annual Return for the financial year
2023-24 is available on the Company's website at www.shivagrico.in

26. PERSONNEL/PARTICULARS OF EMPLOYEES:

The company continues to maintain cordial relationship with its workforce.

There were no employees during the whole or part of the year that were in receipt of remuneration in excess of limits
as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

The total number of employees employed with your company as 31st March, 2024 is 248 as compared to 246 as on
31st March, 2023.

27. MANAGERIAL REMUNERATION

During the year under review, the Company has not paid any remuneration, sitting fees for attending Board/
Committee Meetings and Commission to any of its directors.

28. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:

During the year under review, no remuneration has been paid to any of the directors, and hence the ratio of
remuneration of each Director to the median of the employees has not been calculated.

29. CORPORATE GOVERNANCE:

The Paid-up Equity Share Capital and Net Worth as per Audited Balance Sheet as at 31st March, 2024 of our
company is Rs. 501.36 lakhs and Rs. 709.31 lakhs respectively. In view of the same and pursuant to clause 15 (2)
(a) of SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance provisions as specified of
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V
of SEBI (LODR) Regulations, 2015 shall not apply to our company.

However, as a matter of good corporate Governance practice, a detailed report on the Corporate Governance system
and practices of the Company forming party of this report is given as a separate section of the Annual report.

30. MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis on the business and operations of the company forming part of this report
is given as a separate section of the annual report.

31. DEPOSITS:

The Company has not accepted any deposits from public within the purview of provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review
and no amount of principal or interest on fixed deposits was outstanding as on the Balance Sheet Date.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) (A) & (B) of the Companies (Accounts) Rules, 2014, as amended from time to time, regarding conservation of energy
and technology absorption is given in the statement annexed as Annexure C hereto and forming part of the report.

33. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

No material changes and commitments which could affect the company's financial position that have occurred
between the end of the financial year of the Company and date of this report.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:

There is no significant material order passed by the Regulators/ Courts which would impact the going concern
status of your Company and its future operations.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 ('Act') and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). No
complaints have been received on Sexual harassment for the financial year ending 31st March 2024. The Company
is committed to providing a safe and conducive work environment

36. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees of the
Company to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against
victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit
Committee in appropriate or exceptional cases. The policy is also available on the website of the Company at
www.shivagrico.in

37. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of earnings and expenditure in foreign currency are given in Note no. 41 in the Notes Forming Part of the
Financial Statement.

38. PREVENTION OF INSIDER TRADING

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 persons of the Company, as per SEBI (Prohibition of Insider Trading)
Regulations, 2015.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company has not declared any dividend during the last seven years and accordingly there are no unpaid or
unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).

40. CASH FLOW STATEMENT:

In conformity with the Accounting Standard-3 issued by the Institute of Chartered Accountants of India and the
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Cash Flow
Statement for the year ended 31st March, 2024 is annexed to the accounts.

41. AMOUNT TRANSFER TO RESERVES:

During the year under review, the Company does not propose to transfer any amount to reserves pursuant to the
provisions of Section 134(3)(j) of the Companies Act, 2013.

42. LISTING WITH STOCK EXCHANGE:

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

43. SECRETARIAL STANDARDS ISSUED BY ICSI:

The Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of Company
Secretaries of India (ICSI).

44. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate Affairs (MCA) on 16th February, 2015 notified that Indian Accounting Standards (Ind AS) are
applicable to certain classes of Companies from 1st April, 2016 with a transition date of April 1, 2015. Ind AS has
replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with
Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from 1st April, 2017 and
since then the company continues to follow the same.

45. RISKS AND CONCERNS:

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk,
financial risk and compliances & legal risk.

46. DISCLAIMER:

Certain statement in the management discussion and analysis may be forward looking within the meaning of
applicable securities laws and regulations and actual results may differ materially from those expressed or implied.
Factors that would make differences to Company's operations include competition, price realization, changes in
government policies and regulations, tax regimes, economic development and other incidental factors.

47. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial during the year. Your directors recognize and
appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during the year
under review.

48. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKUPTCY CODE,
2016 (IBC) :

No application has been filed for corporate insolvency resolution process, by a financial or operation creditor or by
the Company under IBC before the National Company Tribunal.

49. ACKNOWLEDGMENTS:

Yours Company and its Directors wish to sincerely thank all the customers, financial institutions, creditors etc. for
their continuing support and co-operation.

Yours directors express their appreciation for the dedicated and sincere services rendered by the employees of the
Company and also sincerely thank the shareholders for the confidence reposed by them in the company and from
the continued support and co-operation extended by them.

For and on behalf of the Board of Directors
For Shivagrico Implements Limited
Sd/-

Vimalchand Jain

Place: Mumbai Chairman & Managing Director

Date: 18-07-2024 DIN : 00194574