Shiv Texchem Ltd Directors Report

To

The Members of

Shiv Texchem Limited

(formerly known as Shiv Texchem Private Limited)

Your Directors take pleasure in presenting the 20th Annual Report together with the Audited Financial Statements for the year ended March 31, 2025.

1. FINANCIAL SUMMARY:

[Amount in Lakhs]

	As on 31st March, 2025	As on 31st March, 2024
Revenue from operations	2,20,161.53	1,53,490.41
Other Income	318.80	178.38
Total Income	2,20,480.33	1,53,668.78
Total Expenses	2,13,918.20	1,49,592.82
Profit before Tax	6,562.13	4,075.97
Tax Expenses:
- Current Tax	1,750.00	1,074.00
- Tax Expense relating to prior years	2.16	(0.62)
- Deferred Tax	(1.44)	(2.30)
Profit & Loss after Tax	4,811.41	3,004.89

During the year under review, the Company recorded a total income of Rs. 2,20,480.33/- (in Lakhs) as compared to Rs. 1,53,668.78/- (in Lakhs) in previous year registered an increase of 43.48%.

The Company has earned a profit for the year of Rs. 4,811.41 /- (in Lakhs) as compared to profit of Rs. 3,004.89/- (in Lakhs) during the previous year, registered an increase of 60.12%.

2. BUSINESS OVERVIEW:

The Company operates as a value-adding distribution partner, offering a wide range of hydrocarbon solvents and specialty chemicals sourced from both domestic and international suppliers. With a customer-centric approach and strong vendor relationships, Shiv Texchem focuses on supplying consistent-quality chemicals that meet the technical and commercial expectations of its clients.

Headquartered in Mumbai, the Company has developed a responsive supply chain and built long-standing relationships across key industry verticals. the product family viz. Acetyls, Alcohol, Aromatics, Nitriles, Monomers, Glycols Phenolic, Ketones, and Isocynates, which are critical raw materials and inputs and have application across wide spectrum of industries like paints and coatings, printing inks, agro-chemical products, specialty polymers, pharmaceuticals products and specialty industrial chemicals, and various other solvents that serve as raw materials or intermediates in industrial applications. With its recent transition to a listed public company, Shiv Texchem aims to expand its product basket, deepen market penetration, and continue delivering reliable, efficient, and sustainable chemical solutions.

3. DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any fixed deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

4. DIVIDEND:

Board does not recommend any dividend for the year 2024-25.

As per SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, Company formulate the Dividend Distribution Policy. Accordingly, the policy was adopted to set out the parameters that would be taken on account by the Board. The policy is available on website of the Company https://shivtexchem.com/wp-content/uploads/2024/07/Dividend-Distribution- Policy.pdf.

5. TRANSFER TO RESERVES:

The Board of Directors transferred Rs. Rs. 4,811.41 Lakhs.to the General Reserves.

6. INITIAL PUBLIC OFFERING AND LISTING:

During the year under review, your Company successfully completed its Initial Public Offering (IPO) by issuing 61,05,600 fresh Equity Shares through a Fresh Issue to the public. The issue was subscribed by a broad base of investors, including Qualified Institutional Buyers (QIBs) and Retail Individual Investors (RIIs), in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

The proceeds from the IPO have been deployed towards the objectives outlined in the offer document, including funding working capital requirements, general corporate purposes, and enhancing the Companys financial flexibility.

Pursuant to the successful completion of the IPO, the Equity Shares of the Company were listed on the BSE-SME Platform of the Bombay Stock Exchange Limited (BSE) on October 15, 2024.

All the equity shares of the Company, including those issued under the IPO, are held in dematerialized form with either of the depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted to the Companys equity shares is INE0YRO01015.

The Equity Shares issued under the IPO rank pari-passu in all respects with the existing equity shares of the Company.

7. SHARE CAPITAL:

As at March 31, 2025, the Authorised Share Capital of the is Rs. 25,00,00,000/- divided into 2,50,00,000 Equity Shares of INR 10/- each.

The Issued, Subscribed and Paid-Up Equity Share capital of the Company as at March 31, 2025 stood at Rs. 23,17,22,720/- divided into 2,31,72,272 Equity Shares of face value of Rs. 10/- each.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors and Key Managerial Personnel of the Company as on the date of this Report are as under:

Sr. No.	DIN/PAN	Name of Director	Designation
1	00323118	Vikas Pavankumar	Managing Director
2	09157624	Neha Hemanshu Chokhani	Whole-time director
3	00216976	Shyamsundar Chokhani	Whole-time director
4	00217029	Hemanshu Shyam Sundar Chokhani	Whole-time director & CFO
5	01642360	Rajen Hemchand Gada	Non-Executive Independent Director
6	10124589	Girdhari Lal Kundalwal	Non-Executive Independent Director
7	10356424	Sushil Kumar Relan	Non-Executive Independent Director
8	BDPPJ2175L	Dinky Jain	Company Secretary

9. Changes in the Board of Directors and Key Managerial Personnel of the Company during the year:

Mr. Vikas Pavankumar was designated as Managing Director with effect from July 08, 2024 for a period of 5 years and whose office shall be liable to retire by rotation.

Mr. Shyamsundar Chokhani was designated as Whole-time director with effect from July 08, 2024 for a period of 5 years and whose office shall not be liable to retire by rotation.

Mr. Hemanshu Chokhani was designated as Whole-time director and also appointed as the CFO of the Company with effect from July 08, 2024 for a period of 5 years and whose office shall be liable to retire by rotation.

Mrs. Neha Hemanshu Chokhani was re-designated as Whole-time Director with effect from July 08, 2024 for a period of 5 years and whose office shall be liable to retire by rotation.

Mr. Rajen Hemchand Gada (DIN: 01642360) was appointed as an Independent Director for a period of five years with effect from July 08, 2024 at the meeting of Board of Directors held on July 08, 2024.

Mr. Girdhari Lal Kundalwal (DIN: 10124589) was appointed as an Independent Director for a period of five years with effect from July 08, 2024 at the meeting of Board of Directors held on July 08, 2024.

Mr. Sushil Kumar Relan (DIN: 10356424) was appointed as an Independent Director for a period of five years with effect from July 08, 2024 at the meeting of Board of Directors held on July 08, 2024.

Ms. Dinky Jain was appointed as the Company Secretary of the Company w.e.f. July 08, 2024.

10. Retire by Rotation:

In accordance with the provisions of section 152 of Companies Act, 2013, read with Rule made thereunder and the Articles of Association of the Company, Mrs. Neha Hemanshu Chokhani is retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered herself for re-appointment.

11. Meetings of the Board:

During the financial year ended March 31, 2025, Thirty Two Meetings of the Board of Directors were held on 30.05.2024, 07.06.2024, 14.06.2024, 24.06.2024, 28.06.2024, 08.07.2024, 09.07.2024, 11.07.2024, 16.07.2024, 18.07.2024, 19.07.2024, 22.07.2024, 26.07.2024, 27.07.2024, 30.07.2024, 12.08.2024, 16.08.2024, 21.08.2024, 22.08.2024, 29.08.2024, 02.09.2024, 20.09.2024, 24.09.2024, 25.09.2024, 26.09.2024, 09.10.2024, 29.10.2024, 14.11.2024, 29.11.2024, 10.12.2024, 26.12.2024, 26.03.2025.

Sr. No.	Name of Directors	Meetings during the financial Year 2024-25
		Entitled to attend	Attended
1	VIKAS PAVANKUMAR	32	32
2	NEHA HEMANSHU CHOKHANI	32	32
3	SHYAMSUNDAR CHOKHANI	32	32
4	HEMANSHU SHYAM SUNDAR CHOKHANI	32	32
5	RAJEN HEMCHAND GADA	26	25
6	GIRDHARI LAL KUNDALWAL	26	25
7	SUSHIL KUMAR RELAN	26	25

12. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Associates and Joint Ventures. The Statement on performance of Subsidiary, Associates and Joint Ventures in Form AOC-1 is not applicable to the company.

13. NATURE OF BUSINESS AND CHANGES

Shiv Texchem Limited is primarily engaged in the business of importing and distribution of hydrocarbon-based chemicals of the product family viz. Acetyls, Alcohol, Aromatics, Nitriles, Monomers, Glycols Phenolic, Ketones, Nithles and Isocynates, which are critical raw materials and inputs and have application across wide spectrum of industries like paints and coatings, printing inks, agro-chemical products, specialty polymers, pharmaceuticals products and specialty industrial chemicals.

During the year under review, there has been no change in the nature of business of the Company. However, with the successful completion of its Initial Public Offering (IPO) and listing on the BSE-SME Platform, the Company is now poised for strategic growth. It aims to explore adjacent product segments and expand its customer base across diversified sectors, while continuing to maintain its core focus on quality, compliance, and customer-centric innovation.

14. PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE:

The particulars of Investments have been disclosed in the financial statements. However, there are no Loans and guarantees given by the Company as at 31.03.2025.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

Except for the listing approval granted by the Bombay Stock Exchange (BSE) in October 2024 in connection with the Companys Initial Public Offering, no significant or material orders have been passed by any regulators, courts, or tribunals during the year under review which could adversely affect the going concern status of the Company or have a material impact on its future operations.

16. CONVERSION OF PRIVATE COMPANY TO PUBLIC COMPANY AND LISTING:

During the year under review, the status of the Company was changed from a Private Limited Company to a Public Limited Company, and accordingly, the name of the Company was changed to Shiv Texchem Limited, pursuant to the issuance of a fresh Certificate of Incorporation by the Registrar of Companies, Mumbai.

Subsequently, the Company transitioned from an unlisted public company to a listed public company by undertaking an Initial Public Offering (IPO) under the SME platform of the Bombay Stock Exchange (BSE). The equity shares of the Company were successfully listed on the BSE SME Platform with effect from 15th October 2024.

This transition marks a significant milestone in the Companys corporate journey, enhancing transparency, governance standards, and access to capital markets.

17. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties during the year under review were in the ordinary course of business and were carried out on an arms length basis, in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

During the financial year 2024-25, there were no material related party transactions as defined under Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and applicable SEBI regulations. However, the Company has provided the summary of related party transactions undertaken during the financial year 2024-25 on arms length basis in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, which forms part of this Annual Report and is annexed as Annexure I to this Boards Report.

However, as a matter of good governance, all related party transactions were placed before the Audit Committee and the Board of Directors, wherever it necessitates, for their review and approval, clearly sefflng out the nature, value, terms, and rationale of the transactions.

18. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March 2025, in draft Form MGT-7, is available on the website https://shivtexchem.com/financial-reports/.

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Board of Directors of the Company has adopted a Risk Management Policy to frame, implement, and monitor a comprehensive risk management framework. This policy enables the Company to proactively identify, assess, and mitigate various business and operational risks in a structured and consistent manner.

The Board is responsible for overseeing the implementation of the risk management framework and periodically reviewing the risk management plan to ensure its effectiveness. Risks identified across business functions are continuously monitored and addressed through appropriate mitigation strategies and internal controls.

In the opinion of the Board, the rising input costs, along with frequent changes in government policies and regulatory frameworks, constitute significant risk factors that could potentially impact the operations or threaten the long-term sustainability of the Company. The Company remains committed to maintaining a responsive and adaptive risk management approach to navigate such challenges effectively.

20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial control systems commensurate with the size and nature of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, the integrity of accounting records, the safeguarding of assets, the prevention and detection of frauds and errors, and the compliance with applicable laws and regulations.

For the financial year ended 31st March 2025, the Company has appointed an Internal Auditor, whose scope, authority, and responsibilities are defined under the terms of reference approved by the management. In order to ensure objectivity and independence, the Internal Auditor reports directly to the Managing Director of the Company.

The Internal Auditor is responsible for evaluating the adequacy and effectiveness of the internal control systems, ensuring adherence to operating procedures, and assessing the Companys compliance with its accounting policies and statutory obligations.

Based on the findings of the internal audit reports, actions are initiated by the respective process owners to address control gaps and strengthen internal systems. The status of implementation of recommended corrective actions, if any, are periodically reviewed and presented to the appropriate Committees of the Board, thereby reinforcing the overall control environment of the Company, if requires.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION SINCE THE END OF THE FINANCIAL YEAR:

Company has received the listing approval granted by Bombay Stock Exchange (BSE) in October 2024 in connection with the Companys Initial Public Offering. There have been no other material changes and commitments, affecting the financial position of the Company, that have occurred between the end of the financial year to which these financial statements relate and the date of this report.

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

A. Conservation of Energy:

The Company has always placed high emphasis on energy efficiency across its operations. During the year under review, steps were taken to optimize energy consumption through regular maintenance of equipment, adoption of efficient process controls, and usage of energy-saving lighting systems at its facilities. The Company continues to monitor and implement measures for operational energy efficiency as an ongoing commitment.

Power and Fuel Consumption

Electricity Expenses	C.Y. 2024-25 (in Lakhs)	P.Y. 2023-24 (in Lakhs)
Total Amount	8.89	5.61

B. Technology absorption, adaptation and innovation:

The Company continues to upgrade its production processes and adopt best practices for quality improvement and cost optimization. It encourages in-house R&D and technical collaborations for enhancing product performance and expanding applications. During the year, no imported technology was absorbed and no significant expenditure was incurred on research and development. However, the Company remains focused on improving process technologies and maintaining product consistency to meet diverse customer needs in specialty chemicals.

C. Foreign Exchange Earning and Outgo (Amount in Rupees)

Details of Foreign Exchange Earnings and Outgo are as follows:

Sr. No.	Particulars	FY 2024-25	FY 2023-24
		(Rs. in Lakhs)	(Rs. in Lakhs)
1	Foreign Currency Earnings	2,738.41	391.55
2	CIF Value of Imports	1,28,278.32	88,551.67
3	Foreign Exchange Outgo	1,29,629.12	89,265.43

D. Expenditure on R&D:

During the year under review, there was no significant expenditure incurred on Research and Development (R&D) activities. Accordingly, no specific disclosures are required in this regard.

However, the Company continues to adopt relevant process improvements and operational efficiencies as part of its ongoing business practices.

23. STATUTORY AUDITORS:

The tenure of M/s. Sunderlal, Desai & Kanodia, Chartered Accountants, Mumbai (Firm Registration No. 110560W), as Statutory Auditors of the Company, be concluded at the ensuing 20th Annual General Meeting of the Company.

Accordingly, in compliance with the provisions of Section 139 of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the Board of Directors has proposed the appointment of Mr. Yatin Kumar Shah, Chartered Accountant (Membership No. 159796), Mumbai, as the Statutory Auditor of the Company.

Mr. Shah is eligible to be appointed as the statutory auditor of a listed company and has consented to act as such, if appointed. His appointment is proposed for a term of five consecutive years, from the conclusion of the ensuing Annual General Meeting until the conclusion of the 25th Annual General Meeting, to be held for the financial year ending on 31st March 2030, subject to approval of the shareholders.

The current auditors report does not contain any qualification or adverse remarks.

The Auditors have not reported any frauds.

24. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has in place a duly approved CSR Policy and a constituted CSR Committee to oversee the implementation of CSR activities.

During the year under reporting, Company has spent Rs. 55 Lakhs towards the Corporate Social Responsibilities. A brief outline of the CSR Policy, the composition of the CSR Committee, and the details of initiatives undertaken by the Company during the financial year are provided in Annexure II to this Report, in the format prescribed under the relevant Rules.

The CSR Policy of the Company is available for inspection at the Registered Office of the Company and can be accessed by stakeholders upon request.

25. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors 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 as at the end of the financial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

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

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

26. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

27. OTHER MATTERS AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:

a) During the financial year following Companies became / ceased to be Companys Subsidiaries, Joint Ventures or Associate Companies:

Sr. No.	Companies which have become subsidiaries, Joint Ventures or Associate Comparties during the financial year 2024-25:
1	NIL	NIL
Sr. No.	Companies which have ceased to be subsidiaries, Joint Ventures or Associate Companies during the financial period 2024-25:
1	NIL	NIL

b) During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

c) During the year under review, there was no settlement of loan taken from Banks or Financial Institutions and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan form the Banks or Financial Institutions along with the reasons thereof is not applicable.

28. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OF DIRECTORS ON THE SAME:

a) Details of Voting Rights exercised by the employees under Section 67(3)(c) of Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures), Rules, 2014.

b) Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) of Companies (Share Capital and Debentures), Rules, 2014.

29. SECRETARIAL AUDITOR AND THEIR REPORT:

The Company had appointed M/s. SARK & ASSOCIATES LLP., Company Secretaries, as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 read with rules for conducting Secretarial Audit of Company for the financial year 2024-25. The Report of the Secretarial Audit is annexed herewith as "Annexure V".

With respect to the observation made by the Secretarial Auditor in their report regarding the implementation of SEBI-compliant PIT (Prohibition of Insider Trading) Software and the delay in submission of the Structured Digital Database (SDD) compliance certificate for the quarter ended 31st March 2025, the Board would like to offer the following clarification:

As a newly listed entity, the requirement to implement SEBI-compliant PIT software was introduced for the Company post-listing. The Company has since evaluated, installed, and activated a suitable software solution for SDD compliance, which became operational during the quarter ending 30th June 2025.

While the SDD compliance certificate for the quarter ended 31st March 2025 was duly obtained within the prescribed timeline, its publication on the Stock Exchange portal was inadvertently delayed. The delay was unintentional and occurred during the transitional phase of system implementation and compliance adaptation.

The Company has already taken corrective steps to streamline its processes and strengthen its compliance mechanisms. Moving forward, it is fully committed to adhering to all applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to ensuring timely and accurate disclosures to the Stock Exchange.

The Board assures stakeholders that such delays will be avoided in the future and that the Company remains dedicated to maintaining the highest standards of regulatory compliance.

30. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). Further, Committee has not received any compliant during the year under reporting.

The Policy on Prevention Of Sexual Harassment at Workplace is available on the website of the Company along with the details of Committee members at https://shivtexchem.com/wp- content/uploads/2024/07/Policy-on-Prevention-of-Sexual-Harrasment-at-Workplace.pdf

31. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The board of Directors have complied with applicable Secretarial Standards as specified under Section 118 of the Companies Act 2013.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Director nominate by Board of Director to play the role for the purpose of vigil mechanism.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of this Report and is enclosed herewith as "Annexure - IV"

34. BOARD COMMITTEES:

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility (CSR) Committee. The details of the Board Committees of your Company are as follows:

a. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 are as follows:

Sushil Kumar Relan	Chairperson
Girdhari Lal Kundalwal	Member
Neha Chokhani	Member

b. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 are as follows:

Sushil Kumar Relan	Chairperson
Girdhari Lal Kundalwal	Member
Rajen Gada	Member

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 are as follows:

Sushil Kumar Relan	Chairperson
Vikas Pavankumar	Member
Neha Chokhani	Member

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of Directors was constituted pursuant to the provisions of Section 135 of the Companies Act, 2013 are as follows:

Girdhari Lal Kundalwal	Chairperson
Vikas Pavankumar	Member
Shyamsunder Chokhani	Member

35. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act, on recommendation of the Nomination and Remuneration Committee (NRC), the Board has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration.

This policy, inter alia, provides:

• The criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.

• Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

The policy is directed towards to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons.

The Nomination and Remuneration Policy is available on the Companys website at https://shivtexchem.com/wp-content/uploads/2024/07/Nomination-and-Remuneration-Policy.pdf

36. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors of your Company were familiarized with the industry in which your Company operate, the Companys business model and its operations in order to give them an insight into the Companys business and its functioning. The Independent Directors were also familiarized with their functioning roles rights and responsibilities as Independent Directors. Details of how the familiarization programs imparted to Independent Directors is available on the Companys website at https://shivtexchem.com/

37. CORPORATE GOVERNANCE:

Since your Companys Equity Shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance under SEBI Listing Regulations are not applicable to the Company for the FY 2024-25.

38. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the Code) in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of Directors and Employees of the Company, their immediate relatives and other insiders as defined in the Code. Also, during the period of closure of the trading window, no Employee/ Designated Person is permitted to trade with or without pre-clearance in securities of restricted companies as informed by the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchanges by the Company. No Employee/ Designated Person is permitted to communicate, provide, or allow access to any Unpublished Price Sensitive Information relating to Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is in furtherance of legitimate purpose, Performance of duties or discharge of legal obligations. The Company periodically monitors and facilitates compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

39. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act. Particulars of Employees as required under Section 197(12) of the Act and other disclosures as per rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as "Annexure IN".

40. DISCLOSURE REGARDING THE ISSUE OF EMPLOYEE STOCK OPTIONS:

Your Company does not have any Employee Stock Option Scheme/ Plan during the year under review.

41. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, Shiv Texchem Limited has not declared or paid any dividend since its listing, and accordingly, there are no amounts or shares liable to be transferred to the IEPF during the financial year ended on 31st March 2025.

The Company ensures due compliance with the applicable provisions of the Act and IEPF Rules and maintains proper records for future reference and audit.

42. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

43. UNSECURED LOAN FROM THE DIRECTORS:

During the year under review, the Company has accepted an unsecured loan from the Directors, who have provided a declaration in writing to that effect that the amount is not been given out of funds acquired by them by borrowing or accepting loans or deposits from others.

44. BOARD EVALUATION:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, Rule 8(4) of the Companies (Accounts) Rules, 2014, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees, individual Directors (including the Chairperson), and that of the Independent Directors.

The evaluation process was conducted in a structured manner and was designed to assess the effectiveness of the Board and its Committees, the contribution and engagement levels of individual Directors, and the quality of Boardroom discussions and strategic inputs.

Key evaluation parameters included:

• Board composition and diversity

• Strategic guidance and value addition

• Effectiveness of risk management oversight

• Contribution of Independent and Non-Executive Directors

• Timeliness and adequacy of information shared with the Board

• Functioning of various Committees and adherence to their terms of reference

• Leadership of the Chairperson in fostering a culture of transparency and accountability

A separate meeting of Independent Directors was also held, without the presence of NonIndependent Directors and members of the management, in compliance with Schedule IV of the Companies Act, 2013 and Regulation 25(4) of SEBI LODR, to evaluate the performance of the Board, Chairperson, and Non-Independent Directors.

The feedback collected through individual questionnaires and peer reviews was compiled and analyzed, and the outcome of the evaluation was discussed at a meeting of the Nomination and Remuneration Committee, followed by a review by the full Board. The Board noted the key outcomes and has identified specific action points for enhancing overall effectiveness.

The Company remains committed to strengthening its governance framework and Board processes through such annual assessments.

45. INTERNAL AUDITOR AND THEIR REPORT:

The Internal Audit function of the Company provides an independent and objective assessment of the adequacy, effectiveness, and efficiency of the internal control systems and processes. It plays a vital role in enhancing the reliability of financial reporting and safeguarding the Companys assets.

In accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Nandkishore & Co., Chartered Accountants, represented by Mr. Nandkishore Shyamsundar Agarwal, as the Internal Auditor of the Company.

The internal audit for the financial year 2024-25 commenced on 26th December 2024, covering key operational, financial, and compliance-related controls and processes.

The Internal Audit Reports are placed before the Audit Committee and the Board of Directors at periodic intervals. The reports are reviewed to assess the adequacy and operating effectiveness of internal controls. Significant audit observations and the corresponding corrective and preventive actions are discussed with relevant management personnel and are monitored by the Audit Committee on a quarterly basis to ensure timely implementation.

The Company remains committed to maintaining a robust internal control environment and continuously improving its risk management and compliance frameworks.

46. DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

The policy is applicable to all employees of the Company including permanent, contractual, temporary, and trainee staff, and is aimed at providing a safe and respectful work environment for all. An Internal Complaints Committee (ICC) has been duly constituted to redress complaints received regarding sexual harassment, if any.

During the financial year 2024-25, the Company has not received any complaints pertaining to sexual harassment.

The Company remains committed to upholding the dignity of every employee and fostering a workplace culture that is free from harassment and discrimination.

47. DETAILS AND STATUS OF ACQUISITION, MERGER AND MODERNIZATION AND DIVERSIFICATION:

During the financial year under review, no acquisition or merger activity was undertaken by the Company under the provisions of the Companies Act, 2013 or SEBI regulations.

However, the Company continues to explore strategic opportunities for modernization and technological upgradation across its production processes to improve operational efficiency and product quality. Investments in automation, digital systems, and enhanced safety and compliance protocols have been prioritized as part of the Companys ongoing commitment to operational excellence.

Additionally, the Company remains focused on diversifying its product portfolio within the specialty and performance chemicals segment to cater to emerging industry demands and to strengthen its competitive position. Any material developments in these areas will be appropriately disclosed as and when they occur.

48. OTHER STATUTORY DISCLOSURES:

• The Standalone Financial Statements of the Company are placed on the Companys website at https://shivtexchem.com/.

• Details of top ten Employees in terms of the remuneration and Employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Boards Report as Annexure III, will be made available to any member on request, as per provisions of section 136(1) of the Act.

• The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principle of any of its debt securities.

• Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

• During financial year 2024-25, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

49. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and acknowledgement with gratitude for the support and co-operation extended by all the stakeholders of the Company and look forward to their continued support.

For and on behalf of the Board of Directors
SHIV TEXCHEM LIMITED
SD/-	SD/-
VIKAS PAVANKUMAR	SHYAMSUNDAR CHOKHANI
Managing Director	Director
DIN:00323118	DIN:00216976
Date: 12/ 08/2025 Place: Mumbai