Shivalic Power Control Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company, together with the audited standalone financial statements for the financial year ended March 31, 2025 (“FY 2024-25”).

FINANCIAL RESULTS

A summary of the standalone financial results of the Company for the Financial Year 2024-25 and 2023-24 is as follows:

(Amount in INR Lakhs)

Particulars	FY 2024-2025 (Standalone)	FY 2023-2024 (Standalone)
Revenue from Operations including other Income	13,388.76	10,267.74
Less Expense
Cost of material consumed	11,074.21	8,346.71
Purchase of Stock in Trade
Changes in Inventories of Stock in Trade	(1,087.29)	(764.62)
Employee Benefit Expenses	775.12	441.4
Finance Cost	159.05	295.71
Depreciation and Amortization Expenses	180	176.35
Other Expenses	591.18	248.92
Total Expenses	11,692.27	8,744.47
Profit before exceptional and extraordinary items and tax	1,696.49	1,523.27
Exceptional and Extraordinary items	-	-
Profit Before Tax	1,696.49	1,523.27
Tax Expenses	454.49	402.02
Net Profit for the Year	1,242.00	1,121.25

FINANCIAL PERFORMANCE

STANDALONE:

During the current period, your company has shown an increase in total revenue of INR 13,388.76 Lakhs as against INR 10,267.74 Lakhs in the previous year on standalone basis. The Company has earned a net profit of INR 1,242 Lakhs as compared to a profit of INR 1,121.25 Lakhs in the previous year on standalone basis. The company will continue to pursue expansion in the domestic as well as in international market, to achieve sustained and profitable growth.

Any member intending to have a copy of Balance Sheet and other Financial Statement of these Companies shall be made available on the website of the Company at www.shivalic.com.

It shall also be kept for inspection during business hours by any shareholder in the registered office of the Company.

SHARE CAPITAL Authorised Share Capital

As on 10th January, 2024, the Authorised Share Capital of the Company stood at INR 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of INR 10/- (Rupees Ten) each.

There is no other change in the Authorised Share Capital of the Company.

Paid Up Share Capital

As on 27th June, 2024, the Paid-up Share Capital of the Company stood at INR 24,11,57,540/- (Rupees Twenty-Four Crores Eleven lakhs Fifty Seven Thousand Five Hundred and Forty) divided into 2,41,15,754 (Two Crore Forty One lakhs Fifty thousand Seven Hundred and Fifty Four) of INR 10/- (Rupees Ten) each.

There is no other change in the Paid-up Share Capital of the Company.

The Company has not issued any shares with differential voting rights or sweat equity shares during the FY 2024-25.

LISTING WITH STOCK EXCHANGES

The equity shares of the company is listed on Emerge Platform of National Stock Exchange of India Limited (NSE) w.e.f. July 01st, 2024 and the Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to NSE Limited.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the company is INE0T7B01010.

DIVIDEND

The Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2025, in order to conserve resources for the Companys ongoing and planned expansion projects. The Board believes that reinvesting profits into the business will support long-term growth and enhance shareholder value.

TRANSFER TO GENERAL RESERVE

The Company do not propose to transfer any amount to general reserve for the financial year ended 31st March, 2025.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposit from the public/members falling within the ambit of section 73 or section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of Listing Regulation the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of Schedule V of the listing regulation are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

EMPLOYEES STOCK OPTION SCHEMES

The Company has not implemented any Employee Stock Option Scheme (ESOP) or other employee stock-based benefit scheme during the financial year under review.

Accordingly, no shares have been issued under any ESOP scheme, and the provisions of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the Company for the financial year ended 31st March 2025.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

During the year 2024-25 under review, the Company did not have any Subsidiary, Associate, or Joi nt Ventu re Compa ny.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. As on March 31, 2025, the Board of Directors of the Company consist of optimum combination of Executive Directors, Non-Executive Director, and Independent Directors of the Company.

The following changes took place in the composition of Board of Directors and Key Managerial Personal:

Mr. Tarun Aggarwal was appointed as an Additional Director (Non-Executive Director) of the Company w.e.f. April 24, 2024 in accordance with the provisions of Section 161 (!) of the Companies Act, 2013 and applicable laws, hold office upto the date of the ensuing Annual General Meeting.

The Company received a notice in writing from a member proposing the candidature of Mr. Tarun Aggarwal for the office of Director. Accordingly, the shareholders at the 20th Annual General Meeting held on 28th September, 2024 approved the appointment of Mr. Tarun Aggarwal as a Director.

The Board welcomes his regularization and looks forward to his continued contributions to the Company.

Mr. Love Mangla, Director of the Company, resigned from the Board with effect from April 24th, 2024.

The Board places on record its appreciation for the valuable contributions made by Mr. Love Mangla during his tenure and wishes him all the best in future endeavors.

During the Financial Year 2024-25, the shareholders of the Company have accorded their approval at 20th Annual General Meeting held on September 28th, 2024 for reappointment of Mrs. Sapna Jindal as a Director as retires by rotation.

Except as stated above, no other change took place in the composition of Board of Director or Key Managerial Personnel during the period under review.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors are liable to be retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Tarun Aggarwal, director of the company will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Act. Appropriate resolution for his reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

None of the Directors of the Company, except following, are related inter-se, in terms of section 2(77) of the Act including rules made thereunder.

S No.	Name of Director	Relationship with another Director
1.	Mr. Amit Kanwar Jindal	Spouse of Mrs. Sapna Jindal
2.	Mrs. Sapna Jindal	Spouse of Mr. Amit Kanwar Jindal

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

In the opinion of the Board, all the Independent Directors fulfil the criteria of independence as specified in Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Listing Regulation and they are independent from the Management.

Further, all the Directors including Independent Directors of the Company possess appropriate skills, experience & knowledge in one or more fields viz. Board & Governance, Finance, Accounting Information Technology and Specialized Industry & environmental knowledge or other disciplines related to Companys business.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. At the time of appointment/re-appointment of Independent Directors, a formal letter of appointment is given to him, which, inter-alia, explains the role, functions, duties and responsibilities expected from him as an Independent Director of the Company. The Independent Director is also explained in detail the nature, business model of the industry and compliances under the Act, the Listing Regulations and other relevant rules & regulation.

Details of the familiarization programme for Independent Directors are available on the Companys website at: www.shivalic.com

NOMINATION AND 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 including Key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy includes the criteria for determining qualification, positive attributes, independence, etc. is placed on the website of the Company at www.shivalic.com.

Salient features of the policy include:

• The Nomination and Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower by creating a congenial work environment, encouraging initiatives, personal growth, team work and inculcating a sense of belongingness and involvement, besides offering appropriate remuneration packages and superannuation benefits.

• The Committee shall comprise at least three (3) Directors, all of whom shall be nonexecutive Directors and at least two-third shall be Independent.

• Quorum of the meeting shall be either two members or one-third of the members of the committee, whichever is greater, including at least one independent director in attendance.

• The Role of the Committee includes: Periodically reviewing the size and composition of the Board to have an appropriate mix of executive and independent Directors to maintain its independence and separate its functions of governance and management and to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company;

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

• Establishing and reviewing Board, KMP and Senior Management succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and Senior Management.

• The Board as per the criteria approved by the Nomination and Remuneration Committee shall carry out evaluation of performance of its own, its committees, and individual Directors and the Chairman.

COMMITTEES OF THE BOARD

The Board has constituted the following Committees, each functioning within defined scope and authority:

The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3.Stakeholders Relationship Committee

4.Corporate Social Responsibility Committee

During the year under review, all recommendations made by the Committees were duly accepted by the Board.

THE COMPOSITION OF THE SAID COMMITTEES ARE AS UNDER:

AUDIT COMMITTEE:

As on date, the Audit Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Dheeraj Mangla	Chairperson	Independent Director
Mr. Amit Kanwar Jindal	Member	Managing Director
Mr. Surojit Bose	Member	Independent Director

Mr. Dheeraj Mangla was appointed as the chairperson of the Committee and Our Company Secretary and Compliance officer will act as the secretary of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

As on date the Nomination and Remuneration Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Dheeraj Mangla	Chairperson	Independent Director
Mr. Tarun Aggarwal	Member	Director
Mr. Surojit Bose	Member	Independent Director

Mr. Dheeraj Mangla was appointed as the chairperson of the Committee and Our Company Secretary and Compliance officer will act as the secretary of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

As on date the Stakeholders‘ Relationship Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Tarun Aggarwal	Chairperson	Director
Mr. Amit Kanwar Jindal	Member	Managing Director
Mr. Surojit Bose	Member	Independent Director

Mr. Tarun Aggarwal was appointed as the chairperson of the Committee and Our Company Secretary and Compliance officer will act as the secretary of the Committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As on date CSR committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Amit Kanwar Jindal	Chairperson	Managing Director
Mr. Surojit Bose	Member	Independent Director
Mr. Tarun Aggarwal	Member	Director

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company www.shivalic.com. All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report their genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at https://shivalic.com/regulation-46-disclosure/ under ‘Investor Hub.

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place.

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer / Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

STATUTORY AUDITORS & AUDITORS REPORT

M/s. Shiv & Associates., Chartered Accountants (Firm Registration No. 009989N), were appointed as the Statutory Auditor of the Company for a term of 5 years w.e.f. conclusion of 18th Annual General Meeting till the conclusion of the 23rd Annual General Meeting.

M/s. Shiv & Associates, the statutory auditors of the Company have given their report on the financial statements of the Company for the financial year ended 31st March, 2025, which form part of the Annual Report.

There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report(s). There were no frauds reported by the Statutory Auditors under the provisions of Section 143 of the Act.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI and are eligible to continue as the statutory auditor of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

In terms of Section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shalu Singhal & Associates, (Membership No. A32682), as the Secretarial Auditor of the Company for the Financial Year 2024-25. The report of the Secretarial Auditor is annexed herewith as Annexure-1.

There are no qualifications, reservations, adverse remarks, comments, observations or disclaimer made by the Secretarial Auditors in their report. There were no frauds reported by the Secretarial Auditors under the provisions of Section 204 of the Act.

COST AUDITORS

The provisions of maintenance of Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Act are not applicable on the Company.

MEETINGS OF BOARD OF DIRECTORS

During the financial year 2024-2025, your Board of Directors have met 11 (Eleven) times. The details of meeting & attendance are given hereunder. The intervening gap between the Meetings was within the prescribed period.

S. No.	Date of Board Meeting	No. of Directors eligible to attend	No. of Directors attended meeting
1.	24-04-2024	5	5
2.	09-05-2024	5	5
3.	14-06-2024	5	5
4.	20-06-2024	5	5
5.	27-06-2024	5	5
6.	13-07-2024	5	5
7.	20-07-2024	5	5
8.	05-09-2024	5	5
9.	12-11-2024	5	5
10.	16-12-2024	5	5
11.	26-03-2025	5	5

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 relating to Board Meeting issued by the Institute of Company secretaries of India, the independent directors shall conduct at least One (1) meeting in a Calendar Year to review the performance of Non-Independent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

Accordingly, all Independent Directors of the Company has conducted a meeting dated March 26th, 2025, without presence of non-independent director where they review the performance of all non-independent director of the company and the board as a whole, also review the performance of the Chairman of the company and assess the quality, quantity and timeliness of flow of information between the company management and the Board.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Companies Act, 2013, the Annual Return as on March 31, 2024 has been uploaded on the Companys website at:

& http://shivalic.com/annual-returns/

CSR COMMITTEE

The Company comes under the criteria as mentioned in section 135 of the Companies Act, 2013 i.e., Corporate Social Responsibility and accordingly the amount has been spent on CSR activities in the financial year 2024-2025 to comply with the requirements of necessary social expenditure which is INR Rs. 17,89,757 i.e. (2% of the average net profit of immediate preceding three (3) financial years). The constitution of CSR Committee was applicable for FY 2024-25, subsequently the CSR Committee is formulated and the composition is also given. The CSR Report is annexed as Annexure- 2.

The Board of Director of your Company has formulated and adopted a policy on CSR which can be accessed at http://shivalic.com/policies/

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.

NATURE OF BUSINESS

There has been no change in the business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance, and future outlook of the Company and its businesses is provided in the Management Discussion and Analysis Report for FY 202425, annexed as Annexure-3.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report.

Current borrowings of the company are compliant with Section 180(1)(c) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

The Company has entered into certain contracts/arrangements with related parties during FY 2023-24, and accordingly, Form No. AOC-2 is annexed as Annexure-4.

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

During the year the period under review, the Company has not received any sexual harassment complaints during the financial year nor is any complaint pending at the end of the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There have been no material changes and/or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

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

Pursuant to provisions of Section 134(3)(m) & Rule 8(3) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo has been given in Annexure 5 to this report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has a proper and robust system of internal controls geared towards achieving efficiency of business operations, safeguarding the Companys assets and ensuring optimum utilization of resources. Such controls also ensure accuracy and promptness of financial reporting and compliance with statutory regulations.

In the opinion of the Statutory Auditors of the Company, as expressed by them in their report, the Company has adequate internal control systems over financial reporting as at 31st March, 2025.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure 6 to this Report.

Particulars of employee remuneration, as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report. In terms of the provisions of the first proviso to Section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the aforementioned information. Any Member interested in obtaining a copy of such statement may write to the Company Secretary of the Company at compliance@shivalic.com.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend for a period of seven years Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial Standards. i.e., SS-1 and SS-2 relating to “Meetings of the Board of Directors” and “General Meetings” respectively.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (“IBC Code”) during the financial year 2024-25.

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:

The Company has not made any one-time settlement, therefore, the same is not applicable.

UNSECURED LOANS FROM DIRECTORS

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, Skyline Financial Services Pvt. Ltd. was the Registrar and Transfer Agent of the Company.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

INTERNAL AUDIT

At the beginning of each financial year, an audit plan is rolled out with approval of the Companys Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently, and made judgements 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) That they had 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) That they had prepared the annual accounts on a going concern basis;

e) That they had 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) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued patronage, support and cooperation extended by its shareholders, customers, bankers and all Government and statutory agencies with whose help, cooperation and hard work the Company was able to achieve the results. Your directors would further like to record appreciation to the efforts of all the employees for their valuable contribution to the Company.

Date: 29/08/2025	For and on behalf of Board
Place: Faridabad	Shivalic Power Control Limited
	Sd/-	Sd/-
	AMIT KANWAR JINDAL	SAPNA JINDAL
	Managing Director	Whole Time Director
	DIN: 00034633	DIN: 03269137