The Board of Directors is honored to present the 41^st Annual Report, accompanied by the Audited Financial Statements of
the Company, for the financial year ended March 31,2025. This report provides a comprehensive overview of the Company’s
financial and operational performance, including both standalone and consolidated results. References to the consolidated
performance, encompassing the Company and its subsidiaries, have been made where applicable to ensure a holistic
representation of the business.

FINANCIAL HIGHLIGHTS

PER SHARE DATA

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments which can affect the
Company’s financial position of the Company between the end of the Financial Year and the date of this Report.

COMPANY’S PERFORMANCE

Shivalik Bimetal Controls Limited continued to grow in
FY 2024-25 despite the complexities of the global market
environment. FY2024-25 has been an interesting year,
marked by resilience in steady revenue growth, and
significant achievements in profitability. Amidst a dynamic
global environment marked by inventory recalibration and
uneven recovery across verticals, SBCL delivered a resilient
financial performance for FY25, supported by margin
preservation, shunt resistor product outperformance, and
continued discipline in capital deployment. The Company
is proud to maintain a debt-free status as of both 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:

• Profitability Improvement in Q4 FY25: SBCL’s standalone
results for the fourth quarter of fiscal year 2025 show an
improvement in profitability. Standalone EBITDA for Q4
FY25 increased by 24.87% to T26.47 Crore from T21.20
Crore in Q4 FY24. The standalone EBITDA margin also
saw an expansion of 422 basis points, reaching 23.17%
in Q4 FY25 compared to 18.96% in the same period last
year.

• PBT and Margin Momentum in Q4 FY25: Profit before
tax (excluding other income) grew 31.48% YoY to
T23.12 Crore in Q4 FY25, compared to T17.58 Crore
in Q4 FY24. PBT margin expanded by 451 basis points
to 20.24% from 15.73% last year. For the full year FY25,
PBT stood at T84.70 Crore versus T87.74 Crore in FY24,
with PBT margin steady at 19.37%, reflecting sustained
operating leverage despite a modest decline in topline.

• Maintenance of Profitability Levels in Full Year FY25: For
the full fiscal year 2025, SBCL generally maintained its
standalone profitability margins. The standalone EBITDA
margin for FY25 was 22.28%, showing a limited decrease
of 47 basis points from 22.75% in FY24. This occurred
despite a -2.72% change in standalone revenue from
operation for FY25 compared to FY24. Consolidated
EBITDA margin for FY25 was 20.35%, a change of (50)
bps from 20.85% in FY24, with consolidated revenue
showing a marginal change of -0.11%.

Shunt Resistors in India steps up: The standalone Shunt
Resistors posted 3.68% value growth and 6.16% volume
growth in FY2025. India led the expansion with a 31.31%
increase in sales, rising from '51.06 crore to '67.04
crore. Europe and Asia excluding India recorded strong
contributions with YoY value growth of 20.74% and 22.69%,
respectively, helping offset softer trends in the USA. Shunt
Resistors accounted for ~49% of standalone revenue in
FY25. Exports formed 56.22% of revenue, with improved
geographic mix including Southeast Asia, Europe, and
the Middle East, highlighting the product’s growing global
relevance.

Consolidated Audited Financials for the FY 2024-25

SBCL maintained a strong revenue performance, achieving
'52,119.20 Lakhs on a consolidated basis this year. While
slightly lower than the previous year’s ' 52,805.30 Lakhs,
the company continued to demonstrate resilience in a
dynamic market. On the profitability front, SBCL delivered
impressive results, with Core EBITDA reaching ' 11,656.18
Lakhs, reinforcing its ability to drive operational efficiency.
Additionally, net profits saw a positive trajectory, standing
at '7,705.53 Lakhs this year, reflecting solid financial
management and strategic execution. SBCL remains
committed to sustainable growth and profitability in the
years ahead.

EXPANSION

We witness capacity expansion in across all phases
of innovation. Our joint venture and association 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 and commitment to
Europe a key regional growth frontier. Shivalik Bimetal
Controls Limited has taken a bold step in expanding its
footprint in Europe by establishing a wholly-owned subsidiary
in Italy. This strategic move enhances operational agility,
allowing the company to engage more effectively with the
market while optimizing cost efficiency by eliminating agency
commissions. By leveraging its dual expertise in Shunt and

Bimetal products, Shivalik is well-equipped to strengthen its
market position and drive profitability across the region. This
initiative underscores the company’s commitment to growth
and innovation in a key strategic frontier.

PERFORMANCE OF THE JOINT VENTURE / WHOLLY
OWNED SUBSIDIARY COMPANIES

As of March 31,2025, the Company has three wholly owned
subsidiaries and one joint venture. In accordance with
Section 129(3) of the Companies Act, 2013, a statement
summarizing the key financial details of the Company’s
subsidiaries and joint ventures, presented in Form AOC-1, is
attached as Annexure-A. Furthermore, pursuant to Section
136 of the Act, the standalone and consolidated financial
statements of the Company, along with relevant documents
and separately audited accounts of its subsidiaries, are
accessible on the Company’s website. The Company
remains committed to transparency and will provide the
annual accounts of its subsidiaries, along with detailed
related information, to shareholders upon specific request.

The key highlights of the Wholly Owned Subsidiary and Joint
Venture Companies are outlined below:

a) Joint Venture Company

i) Innovative Clad Solutions Private Limited

For the financial year ended March 31, 2025, the
Company demonstrated resilience, achieving a
turnover of '15,543.53 Lakhs. While slightly lower
than the previous year’s '19,189.38 Lakhs, this
reflects the Company’s ability to navigate a dynamic
business environment while maintaining operational
stability. Additionally, the profit after tax stood at
' 1,005.67 Lakhs, showcasing sustained profitability
and a strong foundation for future growth. The
Company remains committed to strategic initiatives
that will drive long-term value and strengthen its
financial position.

b) Wholly Owned Subsidiary Companies

i) Shivalik Engineered Products Private Limited

For the financial year ended March 31, 2025,
the Company achieved significant growth, with
turnover rising to ' 7,179.07 Lakhs an increase of
19.99% from ' 5,983.42 Lakhs in the previous year.
Additionally, the profit after tax saw remarkable
improvement, reaching ' 351.88 Lakhs, reflecting
a 73.37% increase from ' 202.97 Lakhs in the
previous year. This strong financial performance
underscores the Company’s strategic execution,
operational efficiency, and ability to capitalize on
market opportunities. With sustained momentum,
the Company is well-positioned for continued
success.

ii) Shivalik Bimetal Engineers Private Limited

For the financial year ended March 31, 2025, the
Company navigated a challenging year. The turnover
stood at '18.65 Lakhs, reflecting a transitional
phase compared to ' 100.00 Lakhs in the previous
year. Additionally, the profit after tax reached ' 5.74
Lakhs, demonstrating the Company’s commitment
to efficiency and adaptability in evolving business
conditions. With a focus on strategic growth and
innovation, the Company continues to build a strong
foundation for future success.

iii) Shivalik Bimetals Europe SRL (Limited Liability
Company) in Italy, Europe. (incorporate on October
10, 2024 and registered on October 21,2024)

For the financial year ended March 31, 2025, the
Company achieved a turnover of ' 95.12 Lakhs
and the profit after tax for the year amounted to
' 0.43 Lakhs.

DIVIDEND

The Board of Directors of the Company had approved
a Dividend Distribution Policy, in accordance with 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/about-us.php?pageId=32

In terms of the policy, equity shareholders of the Company
may expect dividend, if the Company has surplus funds
and after taking into consideration the relevant internal and
external factors enumerated in the policy for declaration of
dividends.

Under this policy, the Company maintains a dividend
payout range of 5% to 20% of the annual profit after tax on
Standalone Financials, In line with this commitment, for the
year 2024-25, the Board of Directors declared an interim
dividend of ' 1.20/- per equity share (60% of the nominal
value) in its meeting on February 12, 2025, with a total
payout of ' 6.91 Crores, which was successfully distributed
on February 28, 2025.

Further reinforcing shareholder returns, the Directors have
proposed a final dividend of ' 1.50/- per equity share (75%
of the nominal value) for the financial year ended March 31,
2025, subject to approval at the annual general meeting, this
final dividend will entail a cash outflow of ' 8.65 Crores.

With this, the total dividend per equity share for FY 2024-25
stands at ' 2.70/- (135% of the nominal value), amounting
to a total dividend payout of ' 15.56 Crores. This dividend
policy reflects the Company’s unwavering focus on financial
strength, sustainable growth, and value creation for its
stakeholders.

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 31,2025.

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, 2025, remained at ' 15,00,00,000
(Rupees Fifteen Crore Only) consisting of 75000000 (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 57604200 (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 nor sweat equity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has maintained a structured approach to
board governance and leadership transitions in accordance
with Section 152 of the Companies Act, 2013 and its Articles
of Association. At the forthcoming 41 ^st Annual General
Meeting, Mr. G S Gill will retire by rotation and has offered
himself for re-appointment, with the proposal included in the
AGM notice for shareholder approval.

During FY 2024-25, the Company strengthened its leadership
team with the appointment of Mr. Kabir Ghumman (DIN:
01294801) as Whole Time Director and Mrs. Sukrita Goyal
(DIN: 07576423) as Non-Executive Independent Director,
effective August 29, 2024, following the Annual General
Meeting on September 26, 2024, for a term of five years.

The Company extends its deepest appreciation to Mrs.
Harpreet Kaur (DIN: 07012657) and Mr. S. S. Sandhu (DIN:
00002032), who stepped down as Directors on October 28,
2024, and November 6, 2024, respectively. Their invaluable
contributions and leadership have been instrumental in the
Company’s growth.

Following these changes, the Board of Directors, in its
meeting on November 6, 2024, appointed Mr. Sumer
Ghumman (DIN: 00705941) as an additional director and Mr.
Narinder Singh Ghumman as Chairman of the Board. As part
of this transition, the Board reconstituted key committees,
including the Audit Committee, Stakeholder Relationship and
Share Transfer Committee, Corporate Social Responsibility
Committee, and Risk Management Committee, ensuring
efficient oversight and governance.

Further strengthening leadership, at the Extraordinary
General Meeting held on January 31, 2025, the Company
appointed Mr. Sumer Ghumman as Whole Time Director,
elevated Mr. Kabir Ghumman as Managing Director, and
redesignated Mr. Narinder Singh Ghumman as Whole Time
Director for a five-year term, effective January 31, 2025.
Subsequently, on February 12, 2025, the Board again
reconstituted the Audit Committee, Stakeholder Relationship
and Share Transfer Committee, and the Corporate Social
Responsibility Committee to align with its evolving business
needs.

The revised committee compositions are detailed in the
Corporate Governance Report.

Further, the board of director(s) in its meeting held on August
13, 2025 on recommendation of Nomination & Remuneration
Committee proposed to appoint Dr. Shrikant Baldi (DIN:
01763968) as a Non-Executive Independent Director of the
Company.

Accordingly, a Special Resolution, proposing the appointment
of Dr. Shrikant Baldi, as Non-Executive Independent Director
of the Company forms part of the Notice of the 41^st AGM of
the Company.

Throughout the year under review, the Company’s Non¬
Executive Directors maintained transparent governance,
with no pecuniary relationships or transactions with the
Company, apart from sitting fees for attending Board and
Committee meetings.

With these leadership developments, the Company remains
focused on strong governance, strategic expansion, and
sustained success.

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, 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

In accordance with the Companies Act, 2013 and the
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Board conducted its annual
performance evaluation, ensuring robust governance and
operational effectiveness. This comprehensive assessment
covered the Board’s overall performance, individual
Directors, and various Committees, following the structured
evaluation framework recommended by the Nomination and
Remuneration Committee.

To facilitate this process, structured assessment forms were
employed, examining key aspects such as Board structure,
meeting efficiency, strategic direction, governance practices,
financial reporting, internal controls, and risk management.
The evaluation of Committees was based on their mandated
terms of reference, effectiveness, and engagement, including
their meeting frequency and contributions.

For individual Directors, the assessment focused on their
engagement, contributions, and objective judgement, while
Executive Directors were evaluated on leadership qualities,
strategic planning, communication, and Board engagement.
The Chairman’s evaluation was centered around the core
responsibilities of his role, ensuring effective leadership and
decision-making.

The performance evaluation of Independent Directors was
conducted by the entire Board, while the assessment of the
Chairman, Board as a whole, and Non-Independent Directors
was carried out separately by the Independent Directors at
their designated meeting.

Following this thorough review, the Board of Directors
expressed satisfaction with the evaluation process,
reaffirming their commitment to strong governance,
leadership excellence, and continuous improvement.

NUMBER OF MEETINGS OF THE BOARD

During the year, 08 (Eight) 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
Regulation.

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 43^rd AGM
to be held in the year 2027. There are no qualifications,
reservations or adverse remarks or disclaimers made by
the Statutory Auditors in their Audit Report for the year
ended March 31,2025.

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., Practising Company Secretaries, as Secretarial
Auditor to carry out the Secretarial Audit of the Company
for the financial year 2024-25. The Report given by the
Secretarial Auditor for the said financial year in Form
MR-3 is annexed herewith as ‘Annexure-B (1)’ to the
Board’s Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies
Act, 2013, based on the recommendation of the
Audit Committee, the Board has recommended
the appointment of M/s R. Miglani & Co., Practising
Company Secretaries, a peer reviewed firm (PR No.
2392/2022), as the Secretarial Auditors of the Company
for a first term of five consecutive years, from April 1,
2025 to March 31, 2030 subject to the approval of the
Members in the ensuing AGM.

M/s R. Miglani & Co, Practising Company Secretaries
have confirmed their eligibility and qualification required
under the Act for holding the office, as the Secretarial
Auditors of the Company in the terms of the provisions
of the Listing Regulations, the Companies Act, 2013 and
the rules made thereunder.

Accordingly, an Ordinary Resolution, proposing the
appointment of M/s R. Miglani & Co, Practising Company
Secretaries, as Secretarial Auditor of the Company
forms part of the Notice of the 41^st AGM of the Company.

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 undertaken secretarial audit of
the material subsidiary of the Company i.e., Shivalik
Engineered Products Pvt. Ltd. for the FY 2024-25.
The Audit Report confirms that the material subsidiary
has complied with the provisions of the Act, Rules,
Regulations and Guidelines and that there were no
deviations or non-compliances. The Report of the
Secretarial Audit is annexed herewith as Annexure -
B(2).

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
in such form as specified, to stock exchanges, within
sixty days from end of each financial year. The Annual
Secretarial Compliance Report has been submitted to
the Stock Exchanges on May 29, 2025 which is within
60 days of the end of the financial year ended March 31,
2025.

c) Cost Auditor

The Company is required to maintain the cost records
as specified by the Central Government under sub
section (1) of Section 148 of the Companies Act, 2013
read with companies (Cost Records and Audit) Rules,
2014. Accordingly, such accounts and records are made
and maintained by the Company. The cost audit for the
financial year ended March 31,2025, was conducted by
Mr. Ramawatar Sunar, Cost Accountants, (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 2025-26. 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 41^st Annual General Meeting.

Reporting of frauds by Auditors
During the financial year 2024-25 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 came 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 identification, evaluation, prioritization
and mitigation of all internal and external risks. The findings
are reported to the Board & Risk Management Committee

(RMC). The Board and the RMC play an important role to
ensure all the relevant risk factors, are considered by the
management, and a strategy is in place to mitigate risks to the
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 Financial Control System
commensurate with the size, scale and complexity of its
operations. 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, which reports to the Audit Committee of the
Board on a periodic basis.

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

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 for ensuring proper and efficient conduct
of its business, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness
of accounting records and timely preparation of reliable
financial information. Statutory Auditors have also given
unmodified audit opinion on adequacy of internal financial
control systems with reference to financial statements.

CORPORATE GOVERNANCE REPORT

At Shivalik, we ensure that we evolve and follow the corporate
governance guidelines and best practices diligently, 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 which is 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 which are foreseen
and repetitive in nature. Omnibus approval in respect of
transactions which are not routine, or which cannot be
foreseen or envisaged are 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 of the Committee 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, there
are no transactions that are required to be reported in Form
AOC-2. However, you may refer to Related Party transactions
in Note No. 43 of the Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

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

The Company has also framed a CSR Policy in accordance
with the provisions of the Companies Act, 2013 and 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://www.shivalikbimetals.com/about-us.
php?pageId=32

The Annual Report on the CSR activities undertaken by
the Company during the financial year under review, in the
prescribed format 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

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 and 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: -

Rating Action

STATEMENT THAT THE COMPANY HAS COMPLIED
WITH PROVISIONS RELATING TO THE CONSTITUTION
OF 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/about-us.php?pageId=32

During the Financial Year 2024-25 complaints status as per
below:

The said disclosure is in line with the Companies (Accounts)
Second Amendment Rules, 2025.

STATEMENT BY THE COMPANY WITH RESPECT TO THE
COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961

The company confirms its compliance with the provisions
of the Maternity Benefit Act, 1961. All eligible employees
are granted maternity leave and related benefits as per
the statutory requirements, and the organization remains
committed to maintaining a supportive and inclusive
workplace.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has a well-established whistle blower policy
as part of 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 for
adequate safeguards against victimization of Director(s)/
employee(s) who avail of the mechanism and provides for
direct access to the Chairman of the Audit Committee in
exceptional cases. The Whistle blower policy is available
on the Company’s website at the following link https://www.
shivalikbimetals.com/about-us.php?pageId=32

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

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

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.

During the financial year 2024-25, no such valuation done
and transaction took place with regard to any one-time
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 are
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 31,2025;

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 on March 31, 2025, the Board of Directors comprised
9 Directors, of which 3 are Executive Directors and 1 Non¬
Executive Director. The number of Independent Directors is
5 (Five) including two-women Independent directors.

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 replacing older drives with
newer drives that are application specific with
correcting rating.

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

• Conventional light replaced with LED Lights
Optimizing the resource consumptions and
minimizing wastages by automations 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: ' 217.91 Lakhs.

(B) Technology Absorption

i) the efforts made towards technology absorption;

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

• Ongoing implementation of additional automated
systems for high-speed measurement and
dimensional verification.

• Progressive integration of artificial intelligence in
automotive inspection machines.

• Research activities underway to enhance the
performance of resistive alloys.

• Development efforts in progress to achieve
indigenous sourcing of component alloys used in
bi-metals.

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

• Continued efforts towards reducing internal
rejections and minimizing external customer
complaints.

• Ongoing measures to further reduce production
lead time.

• Sustained focus on enhancing production efficiency.

• Continuous development of new products in line
with market demands.

• Ongoing development, validation, and refinement 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: Nil

• Recurring Expenditure: ' 432.14 Lakhs

• Total: ' 432.14 Lakhs

• Total R & D expenditure as a percentage of total
turnovers: 0.99%

(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 ' 23,588.22 Lakhs

ii) Expenditure FC ' 18,687.70 Lakhs

iii) Expenditure in FC (Capex) ' 653.39 Lakhs

iv) Investment in Subsidiary ' 8.86 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 forming 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 as well as 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 Limited

Sd/-

N S Ghumman
Chairman & Whole Time Director
DIN:00002052

Place : New Delhi
Date : 13.08.2025

Registered Office:

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

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