Shiva Texyarn Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 44^th Annual Report together with Audited Financial Statements of the Company for the year ended 31^st March, 2025.

	Financial Year
Financial Results	2024-25	2023-24
	( Rsin lakhs)
Profit before Interest and Depreciation	3,566.53	1210.30
Less : Interest	1,185.22	1140.47
Profit before Depreciation	2,381.31	69.83
Less : Depreciation	1,435.44	1483.05
Profit before Tax	945.87	(1413.22)
Less : Provision for Income Tax
- Taxation for earlier years / MAT Credit Written O_	176.28	631.89
- Deferred Tax Liability (Net)	(408.75)	(936.71)
Profit after Tax	1,178.34	(1108.40)
Add : Other comprehensive income/(Loss)	42.74	(36.26)
Total comprehensive income/(Loss) for the Year	1,221.08	(1144.66)

DIVIDEND

The Board has recommended a dividend of 0.60/-per share (6% on face value of 10/-each) for the financial year 2024-25.

REVIEW OF OPERATIONS

The Companys turnover from sale of goods and services is 32,238.16 Lakhs during the year compared to

33,440.63 Lakhs in the previous year. During the year under review, the spinning unit produced 3,313.05 tonnes (6,101.52 tonnes) of yarn. The spinning unit sold 3,329.92 tonnes (6,291.43 tonnes) of yarn and out of which exports accounted for 50.81 tonnes (168.46 tonnes). Further, during the year under review, the Company sold 1,332.66 tonnes (2,220.28 tonnes) of waste cotton of which exports accounted for nil tonnes (330.62 tonnes).

The Wind Mills, with aggregate installed capacity of 13.195 MW generated 98.98 lakh units of Wind Electricity as against 107.50 lakh units in the last year. The entire power generated by Wind Mills was utilized captively at the spinning unit. Your Company is continuously putting efforts to widen the Product Mix under Technical Textile segment.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements for the year ended 31.03.2025 has been prepared in accordance with the Indian Accounting Standard (IndAS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and other applicable provisions.

Consolidated Financial Statements pertaining to its Associate M/s. L K Distributors Private Ltd is attached elsewhere with this report. Form AOC-1 containing salient features of Associate Company is also attached with this Annual Report. The Associate Company (M/s. L K Distributors Private Ltd) is engaged in wind power generation has produced 42.14 lakh units during the year under review which has been fully consumed by M/s. Shiva Texyarn Ltd.

PROSPECTS FOR THE CURRENT YEAR

Your Company has started concentrating on the manufacture of _ner counts of yarn. The Company has secured significant orders from the Government of India, Ministry of Defence for the supply of 26,574 sets of Extreme Cold Weather Clothing System (Suit) which will be supplied from October24 till January26 (Out of which, 10,000 sets have been already delivered during the year under review). Further, an order for the supply of 16,000 pairs of NBC Suit Permeable M K V has received from Department of Military Affairs, Indian Airforce and the same will be supplied between January25 to August25. Also, an order has been received from Department of Military Affairs, Indian Airforce for the supply of NBC Haver Sack MK - II 21,333 pieces which will be supplied from January25 to January26.

MATERIAL CHANgES AND COMMITMENTS, IF ANY AFFECTINg THE FINANCIAL POSITION OF THE COMPANY

No such changes during the period under review.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves.

SHARE CAPITAL

During the year under review there were no changes in the capital structure of the Company.

TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred the unclaimed dividend and shares pertaining to the financial year 2016-17 to the Investor Education and Protection Fund Authority (IEPF) and the details are hosted in the website of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, Annual Return for Financial Year ended on 31^st March 2025, is posted on the website of the Company viz., https://www.shivatex.in/shares/annual-returns/.

BOARD MEETINgS

During the year under review, four Board Meetings of the Company were conducted. The details of the same have been given in the Corporate Governance Report under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forming part of this Report.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 134 (5) of the Companies Act, 2013 your Directors confirm that: a) Your Directors have followed the applicable accounting standards in the preparation of the annual accounts, with proper explanation relating to material departures; b) Your 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 at the end of the financial year and of the profit and loss of the Company for that period; c) Y our Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) Your Directors have prepared the annual accounts on a going concern basis; e) Your Directors 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) Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Dr. S V Kandasami, Director (DIN:00002470) is required to retire by rotation at the ensuing Annual General Meeting, he is eligible for re-appointment and seeks re-appointment.

The Board of Directors at their meeting held on 24.05.2024 has appointed Sri. Jayaram Govindarajan (DIN:02178416) as an Independent Director of the Company for a period of 5 years w.e.f 24.05.2024 to 23.05.2029 which has been approved by the members of the Company in their meeting held on 21.08.2024.

The members of the Company at their meeting held on 21.08.2024 has approved the re-appointment of Sri A Dhananjayan (DIN:08043947) and Sri D Satish Krishnan, (DIN:00052973) as Independent Directors of the Company for a second term of five consecutive years effective from 29.05.2024 till 28.05.2029.

The second tenure of office of Sri S Marusamy (DIN:00610091) as a Non-Executive Independent Director of the Company ended on 24.08.2024. Sri S Marusamy was associated with the Company since 2006 and he was appointed as a Non-Executive Independent Director of the Company for a term of two consecutive five years w.e.f. 25.08.2014 to 24.08.2024. Sri S Marusamy has always been of great support to the Board. The Board placed on record its gratitude and appreciation for the valuable services rendered by Sri S Marusamy during his tenure of office. Sri S K Sundararaman, Managing Director of Shiva Texyarn Ltd is eligible for a commission of 5% on the net profits of the Company. He is also holding the position of Managing Director in M/s. Vedanayagam Hospital Private Ltd (Holding Company) without any remuneration.

The Company has obtained a Certificate from Sri R Dhanasekaran, Company Secretary in Practice, certifying that none of the Directors on the Board of the Company have been debarred / disqualified from being appointed or continuing as Directors of the Company by the Board / Ministry of Corporate Affairs or any such statutory authority.

DECLARATION OF INDEPENDENT DIRECTORS

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

ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without participation of non-Independent Directors and management, considered and evaluated the Boards performance, performance of the Chairman and Managing Director. The Board has carried out an annual evaluation of its own performance and performance of the individual Directors as well as the Committees of Directors.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of the following members:-

1. Sri A Dhananjayan -	Chairman (Non- Executive Independent Director)
2. Sri D Satish Krishnan -	Member (Non- Executive Independent Director)
3. Sr i S K Sundararaman -	Member (Managing Director) and
4. Smt. V Bhuvaneshwari -	Member (Non- Executive Independent Director)

The Board has implemented the suggestions, if any, made by the Audit Committee from time to time.

PARTICULARS OF LOANS, gUARANTEES OR INVESTMENTS

The Company has not granted any loans or guarantees governed under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

ESTABLISHMENT OF VIgIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics. The policy has been posted in the website of the Company viz., https://www.shivatex.in/shares/595/policies/.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Your Company is covered under the provisions of Section 178(1) of the Companies Act, 2013. The Board of Directors have framed a policy setting out the framework for appointment and payment of remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The policy is explained as part of the Corporate Governance Report. The Nomination and Remuneration Committee ensures that:

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and Charter on Nomination and Remuneration can be accessed at Companys website https://www.shivatex.in/ shares/129/policies/.

PARTICULARS OF CONTRACTS AND ARRANgEMENTS & RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year were in the ordinary course of business and on arms length basis. Form AOC-2 is annexed elsewhere in this annual report. Further no materially significant related party transactions were made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Approval of Audit Committee was obtained for transactions of repetitive nature on annual basis. All related party transactions are placed before the Audit Committee and Board of Directors for their review. The policy on Related Party Transactions is available in the website https://www.shivatex.in/shares/542/policies/.

CERTAIN ADDITIONAL INFORMATION AND DETAILS REqUIRED AS PER RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULE, 2014, ARE FURNISHED HEREIN BELOW:

articulars	Remarks
i The Financial summary or highlights	The details are furnished at the beginning of the Directors Report
ii The change in the nature of business, if any	There was no change in the nature of principal business of the Company during the financial year ended 31st March 2025.
iii The details of Directors or Key Managerial Personnel	Sri Jayaram Govindarajan (DIN:02178416) was who were appointed or have resigned during the appointed as an Independent Director of the year Company w.e.f 24.05.2024.
iii.a. A Statement regarding opinion of Board with regard to integrity, expertise and experience (including the pro_ciency) of the Independent Directors appointed during the year	Sri Jayaram Govindarajan (DIN:02178416) was appointed as an Independent Director of the Company on 24.05.2024 and the Board is of the opinion that he meets the criteria of integrity, expertise and relevant experience (including the pro_ciency) for appointment.
iv The names of companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year	NIL
v The details relating to deposits, covered under	Remarks
Chapter V of the Act	a. Accepted during the year Nil Remained unpaid or unclaimed
	b. Nil as at the end of the year
	Whether there has been any default in repayment of deposits or payment of interest thereon
	c. during the year and if so, number of such cases and the total amount involved
	i_ At the beginning of the year
	ii) Maximum during the year Nil
	iii) At the end of the year
vi The details of deposits which are not in compliance with the requirements of Chapter V of the Act.	Not Applicable
vii The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future	There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status and the Companys operation in future.
viii The details in respect of adequacy of internal controls with reference to the Financial Statements	The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed an
	Internal Auditor as required under Section 138 of the Companies Act, 2013. The scope and authority of the Internal Audit function is reviewed by the
	Audit Committee from time to time. To maintain its objectivity and independence, the Internal Auditor directly reports to the Audit Committee.
	Based on the report of internal audit function, corrective actions are taken in the respective areas to further strengthen the internal controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board, if any.
ix Maintenance of cost records under sub-section (1) of Pursuant to the provisions of Section 148(1) of the section 148 of the Companies Act, 2013	Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the required accounts and cost records are duly made and maintained by the company during the year under review.
x A statement that the Company has complied The Company has constituted Internal Complaints with the provisions relating to the constitution of Committee and has in place an Anti-Sexual Harassment Internal Complaints Committee under the Prohibition & Redressal) Act, 2013	Sexual Policy as stipulated under The Sexual Harassment of Harassment of Women at Workplace (Prevention, Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints for sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
xi. The details of application made or any proceedings pending under the Insolvency and Bankruptcy Code 2016 during the year along with their status as at the end of the financial year	Not Applicable
xii. 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 along with the reasons thereof	Not Applicable

CORPORATE gOVERNANCE

In line with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company is committed to the principles of good Corporate Governance and continues to adhere good corporate governance practices consistently.

A separate section is given on Corporate Governance, Management Discussion and Analysis along with a certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this Annual Report.

AUDIT ORS

As per Section 139 of the Companies Act, 2013 M/s. VKS Aiyer & Co., Chartered Accountants, Coimbatore (Firm Registration No. 000066S) were appointed as Statutory Auditors of the Company for a term of 5 consecutive years in the 41^st Annual General Meeting held on 12.09.2022 and will hold office up to 46^th Annual General Meeting without requirement of further rati_cation every year as per the provisions of Companies (Amendment), Act, 2017.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder during the year under review.

No adverse qualifications/comments have been made by the Statutory Auditors Report during the year under review.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Board has recommended the appointment of Sri. R Dhanasekaran, Practicing Company Secretary as a Secretarial Auditor of the Company for a period of five consecutive years w.e.f 01.04.2025 to 31.03.2030 and a suitable resolution as set out in the notice is being placed before the shareholders for their approval. The Secretarial Audit report is attached herewith as Annexure – I. No adverse qualifications/comments have been made in the said report by the Practicing Company Secretary.

The Certificate of non-disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 are attached with this report.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to time, the Board of Directors, on the recommendation of Audit Committee, have appointed Sri M Nagarajan, Cost Accountant, Coimbatore as Cost Auditor to conduct Cost Audit of the Company for the financial year 2025-26 with remuneration. As required under the Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

INTERNAL AUDITOR

The Company has appointed M/s. B.M Associates, Chartered Accountants as Internal Auditor to conduct the internal audit of the Company and the Audit Committee, in consultation with Internal Auditor formulate the scope, functioning, periodicity for conducting Internal Audit.

STATEMENT ON RISK MANAgEMENT POLICY

Your company is not required to constitute a Risk Management Committee as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (only applicable to top 1000 listed entities based on the market capitalization as on 31.03.2024). Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company have a Risk Management Policy including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

Companys Risk Management Policy can be accessed at Companys website https://www.shivatex.in/shares/130/ policies/.

CSR INITIATIVES AND COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted Corporate Social Responsibility Committee (CSR), which shall recommend to the Board, the activities to be undertaken by the Company as specified in schedule VII of the Companies Act, 2013, recommend the amount of expenditure to be incurred on such activities and monitor the CSR policy of the Company.

The CSR provisions are not applicable to the Company for the financial year 2024-25 and hence the spending towards CSR Obligation does not arise.

Corporate Social Responsibility Committee constituted by the Board with effect from 21.05.2014, presently comprised of the following Directors.

1. Dr S V Kandasami	Chairman
2. Smt. S Sujana Abirami	Director
3. Sri D Satish Krishnan	Independent Director

Company Secretary of the Company is the Secretary of this Committee. Managing Director and Chief Financial Officer are attending the Committee as invitees. The CSR activities and its related particulars are enclosed as Annexure II.

STATUTORY DISCLOSURES

I. C onservation of Energy and others

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule

8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31^st March 2025 relating to Conservation of Energy, etc., is enclosed as Annexure III.

II. Remuneration of Directors and other details

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended 31^st March 2025 is provided as Annexure IV to this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review the human relations continued to be very cordial. The Board of Directors wishes to acknowledge the contribution of the employees at all levels of the organization.

ACKNOWLEDgEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the continued good performance of your company.

	By Order of the Board
Coimbatore	S V ALAGAPPAN
22.05.2025	CHAIRMAN
	(DIN:00002450)