Shiva Global Agro Industries Ltd Directors Report

To the Members of the

Shiva Global Agro Industries Limited

The Board of Directors of your Company have pleasure in presenting the Thirty Third Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025.

1. FINANCAIL HIGHLIGHTS:

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	37,992.85	36,427.35	8,603.70	8,042.41
Other Income	112.80	115.12	42.54	48.28
Total	38,105.65	36,542.48	8,646.25	8,090.69
Profit before interest, depreciation & taxation before exceptional item	2,178.26	-1,824.02	1,838.53	-734.78
Less: Interest	779.54	1,251.18	284.34	423.48
Less: Depreciation	232.84	277.97	111.74	120.62
Profit/(loss) before exceptional items and tax	1,165.87	-3,353.17	1,442.46	-1,278.88
Exceptional items	887.88	0.00	887.88	0.00
Profit before tax	277.99	-3,353.17	554.57	-1,278.88
Less: Provision for tax (Including Deferred Tax)	255.62	-822.74	-85.76	-306.23
Profit after tax	22.37	-2,530.43	640.34	-972.65

1. REVIEW OF OPERATIONS Standalone Numbers:

During the financial year 2024-25, the Standalone Revenue from Operations increased to ^8,603.70 Lakhs, compared to ^8,042.41 Lakhs in FY 2023-24, reflecting moderate growth in core business activities. Including other income of ^42.54 Lakhs, total income for the year stood at ^8,646.25 Lakhs, up from ^8,090.69 Lakhs in the previous year.

The Profit Before Interest, Depreciation, and Taxation (PBIDT) before exceptional items rose sharply to ^1,838.53 Lakhs, a substantial improvement over the loss of ^734.78 Lakhs in FY 2023-24. This turnaround was driven by improved operational efficiency, better cost management, and strategic business decisions.

Finance costs reduced to ^284.34 Lakhs from ^423.48 Lakhs, owing to better working capital control and reduced reliance on external borrowings. Depreciation expenses also saw a slight decline to ^111.74 Lakhs. As a result, the Profit Before Tax and Exceptional Items was ^1,442.46 Lakhs, compared to a loss of ^1,278.88 Lakhs in the previous year.

An exceptional income of ^887.88 Lakhs was recorded during the year, arising from the sale of two subsidiary companies— Ghatprabha Fertilizers Private Limited and Shiva-Parvati Poultry Feed Private Limited. After accounting for this, the Profit Before Tax stood at ^554.57 Lakhs, as against a loss in the previous year.

The Profit After Tax (PAT) stood at ^640.34 Lakhs, a notable recovery from the loss of ^972.65 Lakhs in FY 2023-24.

Transfer to Reserves:

During the financial year 2024-25, there is no profit transfer to the General Reserve.

Consolidated Numbers:

At the consolidated level, the Company reported Revenue from Operations of ^37,992.85 Lakhs in FY 2024-25, compared to ^36,427.35 Lakhs in the previous year. Including other income of ^112.80 Lakhs, the Total Income reached ^38,105.65 Lakhs, showing steady business performance across the group.

The Profit Before Interest, Depreciation, and Taxation before exceptional items improved significantly to ^2,178.26 Lakhs, reversing the previous years loss of ^1,824.02 Lakhs. This reflects operational efficiencies across group entities and optimized production planning.

Interest expenses were brought down to ^779.54 Lakhs from ^1,251.18 Lakhs, while depreciation costs declined slightly to ^232.84 Lakhs. These reductions contributed to a Profit Before Tax and Exceptional Items of ^1,165.87 Lakhs, compared to a substantial loss of ^3,353.17 Lakhs in FY 2023-24.

After accounting for the exceptional gain of ^887.88 Lakhs on account of subsidiary sales, the Consolidated Profit Before Tax stood at ^277.99 Lakhs, compared to a loss of ^3,353.17 Lakhs in the previous year.

The tax provision for the year amounted to ^255.62 Lakhs, as against a deferred tax benefit reflected in FY 2023-24. Accordingly, the Consolidated Profit After Tax stood at ^22.37 Lakhs, indicating a return to positive earnings, albeit modest, at the group level.

2. BUSINESS ENVIRONMENT:

GLOBAL ECONOMY

Global economic growth held steady at 3.3% in FY 2024-25, in line with the previous year. Inflation eased to 5.7% from 6.7% in FY 2023-24, driven by stabilised supply chains post-COVID and softer commodity prices. These factors allowed major central banks to relax monetary policy, reducing benchmark rates by 50-100 bps during the year.

Geopolitical tensions and policy uncertainties, including trade tariffs, triggered volatility in global markets, dampening energy demand and leading to softer prices with tighter margins. Transportation fuel margins eased from previously high levels, while downstream chemical margins faced significant pressure due to additional supply, particularly from China.

INDIAN ECONOMY

Amid these global headwinds, the Indian economy demonstrated notable resilience. Growth moderated to 6.5% in FY 2024-25 from 9.2% in FY 2023-24, yet India remained the fastest-growing major economy. Domestic consumption reflected mixed trends—rural demand strengthened, while urban consumption softened. Macro-prudential tightening of credit in FY 2023-24 also slowed personal credit growth to 16% in FY 2024-25, compared to 27% in the prior year.

Consumption was relatively subdued in the first half, influenced by general elections and peak monsoon conditions. However, the festive season and Mahakumbh boosted demand in the second half, even as certain segments of rural and urban consumption are still in the process of recovery.

Indias external balances remained robust, with a resilient services surplus keeping the current account deficit below 1% of GDP. Net services exports grew 14% year-on-year, supported by strong momentum in digital services and Global Capability Centres (GCCs).

In the second half, capital inflows moderated as FPIs turned net sellers, resulting in tighter liquidity. To address this, the RBI reduced the CRR by 50 bps in December and cut the policy repo rate by a cumulative 100 bps to 5.5% by June 2025.

With favourable demographics and a large domestic market, India remains well-positioned to sustain high growth in the years ahead.

AGRICULTURE

A Year of Strong Growth and Policy Push: Indias agricultural sector experienced a strong rebound in 2024-25, supported by a favorable monsoon—108% of the long-period average—and higher reservoir levels, which led to increased sowing activity. According to the third advance estimates, foodgrain production reached 354 million tonnes, marking a 7% increase over the previous year.

The Gross Value Added (GVA) in agriculture and allied activities is projected to grow by 4.6% for FY 2024-25 (up from 2.7% last year), as per the National Statistical Office (NSO), reflecting a significant turnaround in sector performance.

Recent agricultural policy reforms have emphasized enhancing productivity, ensuring food security, boosting rural incomes, and building resilience against climate change. Key government initiatives in 2024-25 included:

Self-Sufficiency in Pulses & Oilseeds:

• Continued focus on critical crops like pulses and oilseeds.

• The 100% procurement policy for pulses such as tur, urad, and masur under the Price Support Scheme (PSS) has been extended for four more years (until FY 2028-29), encouraging domestic production and reducing import dependency.

• The National Mission on Edible Oils - Oilseeds aims to achieve self-reliance in edible oil production over a seven- year horizon.

Technology Adoption: Transforming Indian Agriculture:

Technology integration in agriculture saw rapid growth during the year, driving improvements in efficiency, resilience, and sustainability. Key developments included:

• Increased drone usage in precision agriculture—for crop health monitoring, pest control, and fertilizer/agrochemical spraying.

• Government-backed schemes such as Namo Drone Didi Scheme, Sub-Mission on Agricultural Mechanization (SMAM) provided financial assistance for drone purchases and actively supported women-led Self-Help Groups (SHGs) to promote inclusive adoption.

3. PERFORMANCE REVIEW:

The financial year 2024-25 marked a phase of measured recovery and strategic realignment for the Company. Following a turbulent prior year, improved monsoon conditions brought partial relief to the agricultural sector. However, the fertilizer business in the region continued to operate within a complex environment shaped by market saturation, changing government support mechanisms, and inflationary input costs. In response, the Company adopted a cautious and adaptive operational model to stabilize performance and rebuild profitability.

Favorable rainfall supported better crop conditions this year, yet residual challenges from the previous cycle—particularly excess availability of products in trade channels—limited new offtake. Compounding this were adjustments in policy incentives and sustained cost pressures on raw materials and manufacturing.

In view of these constraints, the Company opted for a controlled production strategy, focused on aligning output with real demand. Priority was given to liquidating existing stock, optimizing cash flows, and protecting margins. This tactical shift enabled more efficient utilization of resources and a gradual return to profitability.

Key Operational Outcomes: Despite a conservative output plan, the Company successfully fulfilled market requirements through strategic allocation and efficient product movement.

Notable performance indicators include:

• Consolidated revenue from operations rose moderately to ^37,992.85 Lakhs in FY 2024-25, compared to ^36,427.35 Lakhs in FY 2023-24.

• Standalone revenue from operations improved to ^8,603.70 Lakhs from ^8,042.41 Lakhs, indicating resilient sales at the entity level.

These improvements underscore the Companys focus on fiscal discipline, cost containment, and strategic deployment of capital.

Financial Position and Liquidity: The first half of the year saw elevated holding costs, but by rationalizing production and optimizing existing resources, the Company reduced reliance on borrowed capital. Interest outgo was lowered, while liquidity remained healthy, supported by strong relationships with financing partners and prudent treasury operations.

Outlook and Strategic Priorities: With more predictable

weather patterns and improved market visibility, the Company is positioned to move toward normalized operations in the coming period. Nevertheless, uncertainties remain around policy frameworks and input economics, requiring continued vigilance and agility.

Looking ahead, the Companys strategic focus will remain on:

• Driving efficiencies in production and supply chain

• Enhancing profitability of specialized, value-added fertilizer offerings

• Maintaining robust working capital discipline

• Utilizing agri-climatic data to guide business planning

FY 2024-25 has been a year of stabilization and groundworklaying. Through thoughtful execution and responsive strategies, the Company not only reversed prior losses but also established a sound base for sustainable growth. Continued emphasis on operational prudence and market responsiveness will remain central to the Companys long-term success.

During the financial year 2024-25, the Company maintained stable production levels with a total output of 44,104 metric tons, compared to 44,884 metric tons in the previous year. Production of Single Super Phosphate (SSP) witnessed a marginal increase to 34,814 MT from 33,991 MT, reflecting continued focus on core fertilizer products. NPK fertilizer production remained nearly steady at 8,490 MT versus 8,593 MT in the prior year. However, output of other specialty fertilizers declined to 800 MT from 2,300 MT, aligned with the Companys strategy to rationalize non-core product lines.

On the sales front, the total volume stood at 48,929 metric tons, slightly lower than the 50,744 metric tons recorded in FY 202324. Sales of SSP declined to 38,474 MT from 40,684 MT, in line

with demand normalization and pricing pressures in the market. Conversely, NPK fertilizer sales rose significantly to 9,684 MT compared to 7,996 MT in the previous year, indicating growing preference for balanced nutrient formulations. Sales of other fertilizers dropped to 771 MT, down from 2,064 MT, consistent with the planned reduction in production. The overall performance reflects a balanced approach toward market demand, cost optimization, and product focus.

Production & Sales Summary:

Particulars	2025	2024
Production:
SSP	34,814	33,991
NPK	8,490	8,593
Other	800	2,300
	44,104	44,884
Sales:
SSP	38,474	40,684
NPK	9,684	7,996
Other	771	2,064
Total	48,929	50,744

4. FINANCE & CREDIT RATINGS

During the year, the Company successfully reduced its finance cost to ^284.34 Lakhs, down from ^423.48 Lakhs in FY 202324. This was achieved through efficient cash flow management and judicious use of credit facilities. Adequate liquidity was maintained throughout the year, supported by strong banking relationships, ensuring overall financial stability.

Ratings: As on March 31, 2025, the company had IND B+/Stable/INDA4 for Fund Based Working Capital limit, IND B+/Stable for Working Capital Loan and IND A4 for Non-fund based working capital limit from India Ratings & Research Pvt. Ltd. These ratings were subsequently withdrawn as the requirement for such ratings was no longer applicable.

5. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review. The Dividend Distribution Policy is available on the website of the Company at https://www.shivaagro .org/a_gp.html

6. CONSOLIDATED FINANCIAL RESULTS:

The consolidated financial statements, which are prepared in accordance with the provisions of the Companies Act, 2013 and the relevant accounting standards, forms part of this Annual Report. As required under the provisions of the Companies Act, 2013, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures are enclosed as Annexure A to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company on request and will also be kept for inspection at the Registered Office of the Company.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:

During the year under review, the Company completely divested its shareholding in its two of three subsidiary companies — Ghatprabha Fertilizers Private Limited and Shiva- Parvati Poultry Feed Private Limited. Consequently, their revenue and profit contributions have been considered only up to the respective dates of stake transfer.

As on March 31, 2025, the subsidiary, Shrinivasa Agro Foods Private Limited, in which company holds a 51.01% equity stake reported a total turnover of ^21,687.57 Lakhs and a Profit After Tax of ^34.86 Lakhs for the financial year.

During the year under review, the Company did not have any Joint Ventures or Associate Companies.

8. RISK MANAGEMENT POLICY:

The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and risk mitigation plans have been put in place, details of which are set out in the Management Discussion and Analysis Report. The Company has in place a Risk Management framework to identify, evaluate business risks and challenges across the Company both at corporate level as also separately for each business division.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND COMPLIANCE WITH LAWS:

During the year, the Company undertook a comprehensive review of its Internal Financial Control systems and continued to strengthen its framework in line with the requirements of Section 134(5) of the Companies Act. The Company maintains adequate internal controls, commensurate with the nature and scale of its operations, to safeguard its assets, ensure the reliability of financial transactions through proper checks and balances, comply with applicable statutes, adhere to accounting policies and approval procedures, and optimise the utilisation of available resources. These systems are regularly reviewed and enhanced as necessary.

A robust budgetary control mechanism is in place to monitor revenue and expenditure against approved budgets on an ongoing basis. The Companys dedicated internal audit function evaluates the adequacy and effectiveness of internal controls and systems across all key process areas. Any deviations identified are periodically reviewed, and corrective measures are implemented promptly. Significant audit observations, along with recommendations and implementation status, are reviewed by the Audit Committee, with any concerns escalated to the Board.

Based on managements assessment and the evaluation of results, the Board of Directors is of the opinion that the Companys Internal Financial Control systems were adequate and operating effectively as on 31st March 2025.

No instances of fraud requiring the reporting of material misstatements in the Companys operations were identified during the year. Furthermore, there has been no communication from regulatory authorities regarding noncompliance or deficiencies in financial reporting practices.

10. RELATED PARTY TRANSACTIONS:

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

Pursuant to the decision of the Board of Directors, following consultation with and approval from the Audit Committee, and in accordance with the shareholders approval obtained at the previous Annual General Meeting, the Company has, during the current year, fully divested its investments in its subsidiary companies, namely Ghatprabha Fertilizers Private Limited and Shiva-Parvati Poultry Feed Private Limited.

All related party transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are foreseen and are repetitive in nature. The related party transactions entered into by the Company are reviewed by independent chartered accountants to confirm that they were in the ordinary course of business and at arms length basis. Related party transactions entered during the financial year under review are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2025. The Policy on Related Party Transaction is available on the Companys website at https://www.shivaagro.org/a_gp.html.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to non-executive independent directors in the form of sitting fee.

11. AUDITORS:

i. STATUTORY AUDITORS

M/s. Falor Jhavar Khatod & Co (Firm Regn. No. 104223W) were appointed as the Statutory Auditors of the Company for the period of five years commencing from the conclusion of 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the shareholders of the Company. As required under the provisions of Section 139 of the Act, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval.

Pursuant to Regulation 33 of the Listing Regulations, Falor Jhavar Khatod & Co. have confirmed that they possess a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report given by Falor Jhavar Khatod & Co., on the financial statements of the Company for the year ended March 31, 2025 forms part of the Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors had not reported any matter under Section 143(12) of the Act, therefore no disclosure is required in terms of Section 134(3)(ca) of the Act.

ii. COST AUDITORS

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in

respect of its certain products and accordingly such accounts and records are made and maintained in the prescribed manner. Further, the cost accounting records maintained by the Company are required to be audited.

For the financial year 2024-25, Mr. Jayant B. Galande served as the Cost Auditor. Based on the Audit Committees recommendation, the Board has re-appointed Mr. Jayant B. Galande, Cost Accountant, to audit the Companys cost records for the financial year 2025-26.

The Act mandates that the remuneration payable to the Cost Auditor is ratified by the shareholders. Accordingly, a resolution seeking the shareholders ratification of the remuneration payable to the Cost Auditors for the FY 2025-26 is included in the Notice convening the 33rd Annual General Meeting. During the year, the Company filed the Cost Audit Report for the financial year 2023-24 with the Ministry of Corporate Affairs within the prescribed time limit.

iii.SECRETARIAL AUDITOR

As per the provisions of Section 204 of the Act and Rules made thereunder M/s. V&V Co. LLP., Company Secretaries (Firm Registration No. - F10889, Certificate of Practice No. - 14286 and Peer Review Firm No- 1608/2021) had been appointed as Secretarial Auditor of the Company to carry out the Secretarial Audit for financial year 2024-25. The report of the Secretarial Auditor for the financial year 2024-25 is enclosed as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In terms of Regulation 24A of the Listing Regulations, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity. Hence, the Secretarial Audit Report of unlisted material subsidiary companies is also enclosed as Annexure C and forms part of this report. The Secretarial Audit Reports of the unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

Based on the recommendation of the Board at its meeting held on August 08, 2025, M/s. H. S. Nijher & Associates, Company Secretaries, (Certificate of Practice No. 16462 and Peer Review Firm No. 1233/2021) is proposed to be appointed as the Secretarial Auditors of the Company to hold office for a term of five consecutive years from the conclusion of ensuing 33rd Annual General Meeting (AGM) till the conclusion of 38th AGM of the Company to be held in the Year 2030, subject to the approval of shareholders as per the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) read with Section 204 of the Act and Rules thereunder.

12. BOARD, COMMITTEES OF THE BOARD & OTHER INFORMATION:

i. DIRECTORS

Your Company is managed and controlled by a Board comprising an optimum blend of Executive & Non-executive Directors. As on March 31, 2025, the Board of Directors comprised of six Directors consisting of Executive and Non

executive Directors. Out of six, three are Independent Directors including one Woman Director.

The composition of the Board is in conformity with Regulation 17 of Listing Regulations and the relevant provisions of the Act. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, engineering, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company. Certificate of nondisqualification of directors duly issued by secretarial auditors is attached as annexure to Corporate Governance report.

In accordance with the Section 152 of the Companies Act 2013, Mr. Deepak Maliwal, Director Identification Number (DIN): 00452540] retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, the Board approved the appointment of Mrs. Jayashree Lakshmikant Maniyar (DIN: 10721349) as a Non-Executive Independent Director, which was subsequently confirmed by the shareholders at the 32nd Annual General Meeting.

Mr. Arunkumar Ramgopal Toshniwal resigned from the office of Director with effect from the close of business hours on August 06, 2024 and Mrs. Sandhya Satish Maheshwari retired from the office of Director upon completion of her term, with effect from the close of business hours on September 27, 2024. The Board of Directors placed on record its sincere appreciation and gratitude to both the directors for their valuable contributions to the Company.

Following these changes in the Boards composition, the Board Committees were reviewed and reconstituted, wherever applicable. The details of these changes are provided in the Corporate Governance section of this Report.

ii. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2024-25, Five Board Meetings were held, the details of which are given in the Report on Corporate Governance.

iii. INDEPENDENT DIRECTORS & THEIR DECLARATION OF INDEPENDENCE

As on March 31, 2025, the Independent Directors of the Company included Mrs.Jayashree Maniyar, Mr.Rajesh Agrawal and Mr.Prakash Nihalani. All the Independent Directors of the Company have furnished the necessary declaration in terms of Section 149(7) of the Companies Act, 2013 and under Regulation 25(8) the Listing Regulations, affirming that they meet the criteria of Independence as stipulated thereunder.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience, including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.

iv. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has an ongoing familiarization programme for all Independent Directors with regard to their roles, duties, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company, etc.

On their appointment, Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the division are also made to the directors. Direct meetings with the chairman and the managing director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.

The role, rights, duties and responsibilities of Independent Directors have been incorporated in the Letters of Appointment issued to them. The amendments/updates in statutory provisions are informed from time to time. The details of familiarisation programme as above are also disclosed on the Companys website at https://www.shivaagro.org/a_gp.html

v. REMUNERATION POLICY:

On the recommendation of the Nomination and Remuneration Committee, the Board has, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Corporate Governance Report. The Remuneration Policy is available on the Companys website at https://www.shivaagro.org/a_gp.html

vi. PERFORMANCE EVALUATION OF BOARD, ITS COMMITTES AND DIRECTORS:

In accordance with the provisions of Section 134 of the Act and Regulation 17 of the Listing Regulations, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, Stakeholders Relationship Committee, and Nomination & Remuneration Committee and also the Directors individually. The manner of evaluation of performance and the process adopted for this purpose are explained in the Corporate Governance Report.

vii. AUDIT COMMITTEE

As on March, 2025, the Audit committee comprised of Mr.Rajesh Agrawal, Chairperson, Mrs.Jayashree Maniyar, Member and Mr.Deepak Maliwal, Member. During the year, Five Audit Committee Meetings were held, the details of which are provided in the Corporate Governance Report, which is a part of this Annual Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

viii. DIRECTORS RESPONSIBILITY STATEMENT

As required pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Directors Responsibility Statement is enclosed as Annexure D to this Report and forms part of the Report.

13. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Omprakash K. Gilda, Managing Director, Mr. Umesh O. Bang, Chief Financial Officer and Mrs. Rashmi G. Agrawal, Company Secretary are the Key Managerial Personnel (KMP) of the Company.

14. POLICY ON PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place Prevention of Sexual Harassment Policy. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the financial year 2024-25, no incidents of sexual harassment was reported.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy under which the employees are free to report violations of the applicable laws and regulations and the Code of Conduct.

The Audit Committee has reviewed the functioning of whistle blower mechanism of the Company and found the same satisfactory. A copy of the Whistle Blower Policy is available on the website of the Company at www.shivaagro.org/a_gp.html

16. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance. As stipulated under the Listing Regulations, the Report on Corporate Governance is appended as Annexure F to this Report. The requisite certificate from the Auditor confirming compliance with the conditions of Corporate Governance by the Company is also attached to the Report on Corporate Governance.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis, highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns, etc., is provided separately and forms part of the Directors Report.

18. CORPORATE SOCIAL RESPONSIBILITY:

The Shiva Group, guided by its long-standing tradition of patronage and community service, is committed to supporting marginalized individuals in the community, with a focus on education and healthcare. As part of its social responsibility initiatives, the Company has designated a specific amount of funds to carry out various activities and programs aimed at making a positive impact on the lives of those in need. The Company has put in place a Corporate Social Responsibility (CSR) policy, which is available on the website of the Company at https://www.shivaagro.org/a_gp.html.

As per the provisions of section 135 (9) of the companies Act, 2013, where the amount to be spent by a company under subsection (5) of section 135, does not exceed fifty lakh rupees, the requirement under sub-section (1) of section 135, for constitution of the Corporate Social Responsibility (CSR) Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. And accordingly, all the functions and responsibilities of the CSR Committee are placed with Board of Directors of the Company.

As per the provisions of Section 135 of the Companies Act and the Rules made thereunder, the Company is required to spend Rs.6.74 Lakhs for the financial year 2024-25, (i.e. least 2% of the average net profits of the Company made during the three immediately preceding financial years) in pursuance of its Corporate Social Responsibility Policy. Accordingly, the company has spent Rs.6.75 Lakhs in the F.Y. 2024-25 towards CSR activities as specified in provisions of the Companies Act, 2013 and applicable the rules.

19. HEALTH, SAFETY AND ENVIRONMENT:

Companys focus on Health, Safety and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Your Company maintained high standards of environmental performances with all facilities operating well within norms. The overall safety environment continued to improve during the year under review.

20. BANKS AND FINANCIAL INSTITUTIONS:

Your Company is prompt in paying interest and repayment of loans to the financial institutions/banks. Banks and Financial Institutions continue their unstinted support in all aspects, and the Board had placed its appreciation for the same on record.

21. NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

22. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

23. DECLAIRATION AND AFFIRMATIONS:

During the year under review

o There are no significant material orders passed by the Regulators or Courts that would impact the Companys going concern status and future operations.

o There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

o The Company has not made any one-time settlement with any Bank or Financial Institution as such disclosure or reporting requirements in respect of the 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 is not required.

24. OTHER DISCLOSURES:

i. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2025, was Rs.999.30 Lakhs i.e. 99,93,000 Equity Shares of Face value Rs.10/- each fully paid. No equity shares were allotted during the year.

ii. MATERIAL SUBSIDIARY POLICY

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Regulations. The Policy on Material Subsidiary is available at https://www.shivaagro.org/a_gp.html.

iii. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025, is available at https://www.shivaagro.org/inv_f_areturn.html.

iv. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

- CONSERVATION OF ENERGY:

At our Company, energy conservation is integral to operational excellence, cost optimization, and environmental stewardship. In the chemical fertilizer manufacturing sector—particularly in the production of Single Super Phosphate and NPK Mix fertilizers—energy efficiency directly impacts sustainability and competitiveness.

During the financial year 2024-25, the Company undertook several targeted initiatives to reduce energy consumption across all plants, with a strong focus on process optimization, technology upgrades, and preventive maintenance. These initiatives are part of our ongoing commitment to minimize our energy footprint while maintaining consistent product quality.

Key measures implemented during the year include:

Process Optimization in Manufacturing:

• Fine-tuning of granulation, curing, and blending processes to minimize idle running of machinery.

• Adjusting acidulation reaction parameters to optimize temperature and reduce excess heat loss in SSP production.

Energy-Efficient Equipment Upgrades:

• Replacement of old motors with IE3/IE4-rated high-efficiency motors in grinding mills, conveyors, and blowers.

• Installation of variable frequency drives (VFDs) for process fans, pumps, and mixers to optimize load-based operation.

Heat Recovery & Reuse:

• Installation of waste heat recovery systems in dryer and granulator exhaust streams for pre-heating raw materials.

• Utilization of recovered heat in curing chambers, reducing dependence on additional thermal sources.

- ?*o

Electrical Power Optimization:

• Deployment of capacitor banks and power factor correction units to reduce reactive power losses.

• Real-time monitoring of electrical parameters through SCADA-based energy management systems.

Lighting & Utilities Efficiency:

• Replacement of conventional lighting in plant areas with LED fixtures and high-lumen floodlights.

• Installation of motion sensors in low-occupancy areas like storage godowns and administrative corridors.

Compressed Air System Optimization:

• Leak detection and sealing across compressed air lines in SSP and NPK plants.

• Use of energy-efficient compressors with auto-load/unload features.

Water & Pumping Energy Efficiency:

• Upgrading water circulation pumps with high-efficiency impellers.

• Reusing process water in scrubber systems to reduce fresh water pumping requirements.

Operational & Employee Engagement Initiatives:

• Conducting quarterly energy audits with actionable recommendations.

• Organizing training sessions for plant operators on energy- efficient operating practices.

• Promoting "Switch Off When Not in Use" culture across production and non-production areas.

These measures have resulted in significant reductions in specific energy consumption, lower operational costs, and reduced greenhouse gas emissions, aligning with our ESG commitments and national energy efficiency goals.

Steps taken for utilising alternate sources of energy:

In line with its long-term sustainability agenda, the Company has adopted several measures to integrate renewable and alternate energy into its operations. These include conducting feasibility studies for solar, wind, and biomass energy; evaluating advanced technologies; and incorporating energy storage solutions to reduce grid dependency.

Notably, the Company has replaced traditional coal with briquettes produced from agricultural waste for furnace operations, significantly lowering carbon emissions. Plans are also underway to install a solar power system to partially meet the plants electricity requirements, supported by continuous monitoring and maintenance for optimal performance.

TECHNOLOGY ABSORPTION:

During the year, the Company focused on enhancing process efficiency, environmental compliance, and innovation through strategic technology adoption. Key actions included:

• Upgrading manufacturing systems with energy-efficient equipment and digital controls.

• Introducing high-efficiency, unity power factor UPS systems to replace conventional units.

• Modernizing Air Quality and Emission Monitoring Systems across plants.

• Leveraging R&D and industry partnerships for process improvement in fertilizer production.

• Digitalizing plant and office operations for better productivity and resource optimization.

• Achieving optimal plant utilization at 400 TPD capacity.

These initiatives have strengthened the Companys competitiveness, improved operational reliability, and aligned its growth with sustainable manufacturing practices.

- FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange outgo during the FY-2024-25 is Rs.1172.77 Lakhs as against Rs.1189.93 Lakhs in previous financial year 2023-24. There were no foreign exchange earnings during the year.

v. PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosure with respect to remuneration as required under Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure E to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report.

However, the annual report is being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection. Any member interested in obtaining such information may address their email to the company secretary at admin@shivaagro.org

vi. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

vii. PUBLIC FIXED DEPOSIT

Your Company is eligible to accept deposit from public pursuant to Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 ("the Rules"). Pursuant to the Special Resolution passed by the members at the Annual General Meeting (AGM) of the Company held on September 30, 2014, the Board of Directors of the Company, approved the Fixed Deposit Scheme for acceptance of deposits from Members in accordance with the requirements of the Act and the Rules.

During the year under review, deposits of Rs.64.75.00 Lakhs were outstanding as on March 31, 2025. There were no defaults in respect of repayment of any deposits or payment of interest thereon during the year under review.

The Company has not accepted any deposits which are not in compliance with the requirements of the Act. The Company has no overdue deposits as at the end of the year under review.

viii. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

ix. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the Rules made thereunder.

25. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments, the farming community and all our other stakeholders.

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results.