Shivalic Power Control Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the 20th Annual Report of your Company ("SHIVALIC POWER CONTROL LIMITED" FORMERLY KNOWN AS "SHIVALIC POWER CONTROL PRIVATE LIMITED"), along with the Audited Financial statements, for the financial year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year ended 31stMarch, 2024 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone Results
	31st March,2024	31stMarch,2023
Total Revenue (Gross)	10,267.74	8 ,269.39
Operating Profit Before Depreciation, Finance Cost, Exceptional Items and Tax	1995.33	1330.26
Less: Depreciation and Amortization expenses	176.35	124.46
Less: Finance Costs	295.71	242.61
Profit/(Loss) before exceptional items and tax	1 ,523.27	9 63.19
Exceptional Items	-	-
Profit/(Loss) before Tax	1 ,523.27	9 63.19
Less: Tax expenses	402.02	242.52
Net Profit/(Loss) for the year	1 ,121.25	720.67
Surplus brought forward from previous year
Dividend on Equity paid	-	-
Tax on Dividend	-	-
Balance available for Reserve and Surplus	1,121.25	720.67

STATE OF AFFAIRS & OPERATIONS

During the year under review, the gross revenue from operations isRs. 10,267.74(In Lakhs) as compared to Rs. 8,269.39(In Lakhs) in the previous year 2022-23. The Company has earned profit before depreciation and tax of Rs. 1699.62 (In Lakhs) as compared to profit before depreciation and tax of Rs. 1087.65 (In Lakhs) in the previous year 2022-23.

TRANSFER TO RESERVES

The Company do not propose to transfer any amount to general reserve for the financial year ended 31st March, 2024.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2023-24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios and developments in business operations/ performance of your Company.

CORPORATE GOVERNANCE REPORT

The Company has taken adequate steps to adhere to all the stipulations let down in the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013 and rules thereto, as amended from time to time.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, disclosure as required under the Companies Act, 2013 and rules thereto, Company being listed on SME platform is exempted from this provision.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There was no change in the nature of business of the company during the financial year ended 31st March, 2024.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) The selected accounting policies have been applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) Internal Financial Controls laid down in the company are adequate and were operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2024,the Board comprises of Five Directors including one woman Director. The Board has an appropriate mix ofExecutive Directors (EDs), Non-Executive Directors (NEDs) and Independent Directors (ID), which is compliant with the Companies Act, 2013, the SEBI Listing Regulations, 2015 and is also aligned with the best practices of Corporate Governance.

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2023-24, the changes in the composition of board of directors and key managerial personnel are as follows:

Name	Designation	Date of changes	Appointment/cessa tion/change in designation
Am it Kan war Jindal	Managing Director	04/01/2024	Change in designation
Sapna Jindal	Whole-time Director	04/01/2024	Change in designation
Surojit Bose	Independent Director	04/01/2024	Appointment
DheerajMangla	Independent Director	04/01/2024	Appointment
Love Mangla	Non-Executive Director	29/11/2023	Appointment
Pankaj Joshi	CFO	07/12/2023	Appointment
Neha Sandal	Company Secretary	07/12/2023	Appointment

Mr. Love Mangla, Director of the Company resigned on 24.04.2024 and Mr. Tarun Aggarwal appointed as Non-Executive Additional Director of the Company on 24.04.2024.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152(6) (c) of the Companies Act, 2013, Mrs. Sapna Jindal is liable to retire by rotation at the 20th Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends her re-appointment as Director.

KEY MANAGERIAL PERSONNEL OTHER THAN DIRECTORS

As on 31st March, 2024, the Company has following Key Managerial Personnel in compliance with the provisions of Section 203 of the Act.

Mr. PANKAJ JOSHI	- Chief Financial Officer
Mrs. NEHA SANDAL	- Company Secretary

MEETINGS OF THE BOARD

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation.

During the financial year 2023-24, the Board met Twenty-Four times. The quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

COMMITTEES OF THE BOARD

During the financial year, the Company has four Board level Committees: Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), Stakeholders Relationship Committee ("SRC"), Corporate Social Responsibility Committee ("CSR").

DECLARATION FROM THE INDEPENDENT DIRECTORS

The Company has two Independent Director namely Mr. Surojit Bose and Mr. Dheeraj Mangla. All the directors are possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Director.

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

•they meet the criteria of independence as prescribed under the provisions of Section 149 (7) of the Act read with the Rules made thereunder and Regulation 25(8) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

•they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

AUDITORS

(i) STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Act read with the Companies (Audit & Auditors) Rules, 2014,M/s. Shiv & Associates, Chartered Accountants (Firm Registration No. 009989N) was appointed as statutory auditors of the Companyfor a period of five years in the Annual General Meeting held on 30th September 2022 to hold office till the conclusion of Annual General Meeting to be held in the year 2027.

Shiv & Associates, Chartered Accountants, Statutory Auditors, have issued an unmodified opinion on the financial statements of the Company. There are no qualifications, reservations or adverse remarks made by the Auditors, in their report for the financial year ended 31st March, 2024.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors havenot reported any incident of fraud during the year under review.

AUDITORS REPORT

There are no adverse observation of Auditors on financial statements of the company. The Auditors Report, read with the relevant notes to accounts are self-explanatory and therefore does not require further explanation.

(ii) COST AUDITORS

In terms of provisions of Section 148 of the Act read with the Companies (Accounts) Rules, 2014, the Company is not required to maintain the Cost records and undergo Cost Audit.

(iii) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its Meeting held on 9th May, 2024 had appointed Mrs. ShaluSinghal, Proprietor of ShaluSinghal& Associates, Company Secretaries (COP No.:12329) to conduct the Secretarial Audit for the FY 2023-24.

The Secretarial Audit Report forms a part of this Annual Report and is annexed as Annexure-I to the Boards Report. The report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act.

(iV)INTERNAL AUDITORS

The company had engaged Mrs. Divya Gupta Chartered Accountant having M. No. 567636 as Internal Auditors to conduct internal audit for the year 2024-25. The Internal Auditor report to the Board of Directors. The internal audit will help the company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company. Earlier, the provision of Internal Auditor was not applicable on the Company as the Company got listed on National Stock Exchange under SME platform on 01.07.2024.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee/Board under section 143(12) of the Act.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 25,00,00,000 as on 31st March 2024.During the year 2023-24, the Authorised Share Capital of the Company has been increased from 1,10,00,000/- divided into 11,00,000 Equity Shares of Rs. 10/- each to Rs. 25,00,00,000/- divided into 2,50,00,000 equity shares of Rs. 10/- each.

During the year, the paid up share Capital of the Company has been increased by way of Bonus issue of 1,60,83,392 share and further issue of share by way of Private Placement of 5,95,150 share.

The Paid Up Share Capital of the Company as on 31st March 2024 is Rs. 17,68,37,540/- divided into 1,76,83,754 equity shares of Rs. 10/- each.

During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

MATERIAL CHANGES AND COMMITMENTS

Below mentioned material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this report, affecting the financial position or business operations of the Company:

1.Status of the Company has been changed from Private Limited to Limited on 08.01.2024.

2. Registered Office of the Company has been shifted within the local limits on 10.11.2023.

3. Company has been listed on National Stock Exchange under SME platform on 01.07.2024.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, those of directors individually and of various committees. The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution in the growth and formulating the strategy of the Company, independence of judgement, safeguarding the interest of the Company and minority shareholders, time devoted apart from attending the meetings of the Company, active participation in long term strategic planning, ability to contribute by introducing best practices to address business challenges and risk etc. The directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS

The Independent Directors met on 08.03.2024 to review the performance evaluation of Non-Independent Directors and the entire Board of Directors, including the Chairman, while considering the views of the Executive and Non-Executive Directors.

The Independent Directors were satisfied with the overall functioning of the Board and its various committees, which displayed a high level of commitment and engagement. They also appreciated the exemplary leadership of the Chairman of the Board and its committees in upholding and following the highest values and standards of corporate governance.

DIRECTORS APPOINTMENT AND REMUNERATION

Appointment of Directors on the Board of the Company is based on the recommendations of the Nomination and Remuneration Committee. The Committee identifies and recommends to the Board, persons for appointment thereon, after considering the necessary and desirable competencies. The committee takes into account positive attributes like integrity, maturity, judgement, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of finance, law, management, marketing, administration, research, etc.

In case of Independent Directors (IDs), they should fulfill the criteria of independence as per the Act and Regulation 16 of the Listing Regulations in addition to the general criteria stated above. It is ensured that a person to be appointed as director has not suffered any disqualification under the Act or any other law to hold such an office.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company.

REMUNERATION POLICY

The Company has a Remuneration Policy relating to remuneration of the Directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. During the year under review, the Company has made the Nomination and Remuneration Policy, in accordance with the amendments to Section 178 of the Act and Listing Regulations.

BOARD DIVERSITY

Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical backgrounds. The Board recognises the importance of a diverse composition and has adopted a policy on Diversity of Board which sets out its approach to diversity. The policy is available at the website of the Company at https://shivalic.com/

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is given in the Annexure-II to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which was duly approved by the Board. CSR Committee of the Board has developed a CSR Policy.

A detailed report regarding Corporate Social Responsibility as per the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as Annexure-III to the Boards report.

Additionally,the CSR Policy is available on the website of the companyat https://shivalic.com/ INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for proper maintaining of the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM

Pursuance of the provisions of section 177 (10) of the Act, Regulation 22 of the Listing Regulations and Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Whistle Blower Policy is available on the website of the company at https://shivalic.com/

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Section 188 of Companies Act, 2013 all related party transactions that were entered into during the financial year 2023-24, were on an arms length basis and in the ordinary course of business.

The Company has entered into contract or arrangements with related parties during the year 2023-24 and accordingly Form No AOC-2 is given as Annexure -IV.

The details of the transactions with related parties during the financial year 2023-24 are provided in the accompanying financial statements.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by any Regulators, Courts or Tribunals impacting the going concern status of the Company and its operations in future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Power) Rules, 2014 and Schedule V of the Listing Regulations, the details of Loans, Guarantees and Investments covered under during the financial year 2023-24 are given in the notes to the Financial Statements.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Being a diversified and prudent enterprise, your Company continues to focus on a system- based approach to manage risks. Risk management has always been an integral part of your Company. Backed by strong internal control systems and existing Risk Management Framework have laid down the roles and responsibilities of various business segments regarding the managing of risks, covering a range of responsibilities, right from strategic to operational. These responsibilities today offer a strong foundation for appropriate risk management procedures, their effective implementation as well as the independent monitoring and reporting handled by Internal Audit and the top management team.

Your Company has set appropriate structures to monitor and manage inherent business risks proactively. Accordingly, raw material pricing risks, commodity risks and currency fluctuation risk effectively managed by its proficient and capable team. It also has appropriate checks and balances in place and aims to minimize the adverse impact of these risks on its operations.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

ANTI-SEXUAL HARASSMENT POLICY

The Company is committed to provide a safe and conducive work environment to its employees and it complies with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013.Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of seven years from the date of their transfer to the unpaid dividend account are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Central Government.

Further, pursuant to the provisions of Section 124(6) of the Act read with the Rules and subsequent amendments thereto, all the shares in respect of which dividend has remained unclaimed/unpaid for seven consecutive years or more shall also be transferred in favour of the Demat account of IEPF Authority.

During the year under review, the Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds which were required to be transferred to IEPF till the date of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of 31st March, 2023 on its website at https://shivalic.com/annual-returns/

POLICY FOR DETERMINATION OF MATERIALITY OF AN EVENT OR INFORMATION

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality- based events.

CODE OF CONDUCT-FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI")

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information ("UPSI") can be accessed on the companys website at www.shivalic.com.

PERSONNEL

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this report as Annexure-V.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of your Company during working hours, 21 days before the 20thAnnual General Meeting and shall be made available to any shareholder on request.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.