Shivalik Bimetal Controls Ltd Management Discussions

Global Overview

Global Economic Overview

In 2023, the global economy demonstrated unexpected resilience, buoyed by falling inflation rates and the gradual relaxation of interest rate increases by central banks amid significant monetary tightening and ongoing policy uncertainties worldwide. This semblance of stability masks deeper challenges, including persistent price pressures, potential upheavals in energy markets due to conflicts in the Middle

East, and the enduring impacts of substantial interest rate hikes.

Additionally, global concerns over climate change are accelerating the shift towards sustainable and green energy transitions, adding another layer of complexity to the economic landscape. Global GDP growth is projected to slow from an estimated 2.7% in 2023 to 2.4% in 2024, with a modest rebound expected in 2025. This forecast remains below the pre-pandemic growth average of 3%, indicating an extended period of subdued growth that could disproportionately affect vulnerable and developing nations.

Developed economies are expected to experience further slowdowns. The economy of the United States of America is expected to decelerate from an estimated 2.5 per cent in 2023 to 1.4 per cent in 2024. In the

European Union a mild recovery is expected. GDP is projected to expand by 1.2 per cent in 2024, up from 0.5 per cent in 2023. Growth in

Japan on the other hand, is projected to slow from 1.7 per cent in 2023 to 1.2 per cent in 2024 despite accommodative monetary and fiscal policy stances.

Developing economies face varied near-term growth prospects. Chinas recovery has been slower than anticipated, with growth expected to moderate in 2024. African economies continue to struggle with global economic headwinds and climate-related challenges, while regions like South Asia, led by Indias robust growth, show slightly more favourable prospects.

The global labour market has rebounded, with many countries unemployment rates dropping below pre-pandemic levels. However, this recovery is uneven, with developing economies facing continued challenges such as informal employment and gender disparities in labour participation. Global inflation, currently hovering around 5.7%, has eased from 8.1% in 2022 but remains above the decades average before

2022. A further decline to 3.9% in

2024 is projected due to continued moderation in international commodity prices and the weakening of demand amid monetary tightening.

Global investment growth is expected to remain weak, with significant gaps in renewable energy investments. While investments in clean energy have gained considerable momentum since 2021, they need to accelerate further to meet the net zero emissions target by 2050. Global trade growth has also weakened, impacting developing economies due to diminishing demand from developed nations and restrictive financial conditions. Central banks worldwide face the delicate task of balancing inflation control, stimulating growth, and maintaining economic stability. Fiscal space is increasingly constrained by higher interest rates and tighter liquidity conditions, mainly affecting developing countries.

Global Energy Overview

The Global energy landscape is overshadowed by conflict and uncertainty, notably due to Russias invasion of Ukraine and potential instability in the Middle East. These factors highlight the vulnerabilities of the fossil fuel-dependent energy system and the advantages of transitioning towards more sustainable energy sources for enhancing security and reducing emissions. Despite facing challenges such as cost inflation, supply chain bottlenecks, and rising borrowing costs, clean energy remains a vibrant area of global investment. Despite the growth of clean energy driven by policy and market factors, demand for coal, oil, and natural gas is expected to rise in the short term within this decade, with the peak in demand projected to occur before a gradual decline begins, though the pace of this decline will vary.

According to the International Energy

Agency, emerging markets and developing economies primarily fuel the surge in global electricity demand. Global electricity demand increased by 2.2% in 2023, driven by significant growth in China, India, and Southeast Asia, despite declines in advanced economies due to economic challenges. Looking ahead, demand is projected to rise by 3.4% annually, driven by the electrification of transport and increasing household consumption.

Clean energy is expected to meet this growing demand, with renewables set to surpass coal as the leading electricity source by 2025. India will be at the forefront of this demand growth, with projections of over 6% annual increases until 2026, driven by robust economic activity and green transitions across sectors.

Investments in the power sector are poised to escalate to accommodate the surge in electricity demand, facilitate transitions towards cleaner energy, and ensure the reliability of electricity supply. Presently, solar photovoltaic (PV) and wind energy receive more funding than investments in electricity grids. However, anticipated cost decreases for solar PV and wind energy will likely temper the need for future investments in these areas. In contrast, the necessity for grid investments is expected to grow.

Enhancing the grid infrastructure is crucial for connecting numerous new consumers and renewable energy sources, bolstering transmission and distribution networks, and upgrading and digitising the grid infrastructure.

Moreover, battery storage is gaining more investment focus to offer short-term flexibility and ensure grid stability. Meanwhile, investments in unabated fossil fuel power plants, which have been minimal in recent years, are predicted to diminish even further, mainly concentrating on natural gas-fired plants that provide flexible energy solutions. The Net Zero

Emissions (NZE) Scenario requires a major shift in fuel supply investments from fossil fuels to low-emissions fuels like bioenergy and hydrogen, as well as carbon capture, utilization, and storage (CCUS). Achieving net-zero emissions by 2050 would see annual investment in oil, gas, and coal drop by more than half, while spending on low-emissions fuels would increase tenfold by 2030.

Global Trade Prospects

Since the 2008-09 global financial crisis, international trade has notably slowed. The recent economic disturbances have sparked narratives favouring the advantages of localisation and fragmentation over the benefits of continued globalisation economic integration, with these views increasingly influencing trade policy. A noticeable uptick in unilateral trade-restrictive measures across specific sectors, often driven by environmental concerns, national security, and geopolitical goals, impacting trade flows. Early signs of friend-shoring are evident in trade data, alongside a growing concentration.

Despite these significant developments, trade continues expanding, and efforts towards trade liberalisation continue. Although supply chain disruptions have occurred, the trade system has remained resilient through previous crises, demonstrating an ability to adapt and respond. This resilience has ensured the continued flow of goods and services to where they are needed most, especially during periods of fluctuation.

The World Trade Organizations

"Global Trade Outlook and Statistics" report for 2024 revises the expected growth in world merchandise trade volume to 2.6% in 2024 and 3.3% in 2025, reflecting a recovery from a decline of 1.2% in 2023. The report maintains an optimistic view on the potential for re-globalization to promote a secure, inclusive, and sustainable future.

Domestic Overview

Overview of the Indian

Economy

In 2023, India significantly enhanced its global stature by successfully presiding over a G20 Presidency that unified member nations on crucial worldwide issues, transcending their geopolitical disagreements.

This pivotal role underscored Indias emergence as a significant mediator in international affairs. Further elevating its global standing, Indias GDP contribution to the world economy has notably increased. Additionally, Indias space exploration reached a historic milestone with the Chandrayaan-3 mission, achieving the first-ever landing at the Moons South Pole. The nation also set a global record for the swiftest rollout of 5G technology.

In recent years, India has clearly demonstrated resilience and progress despite the risks and uncertainties in the global economic landscape. Under the Aatmanirbhar Bharat and "Make in

India" initiatives, which aim to bolster domestic manufacturing and promote self-reliance, the Production Linked Incentive (PLI) Scheme has been a key focus. The scheme, covering 14 sectors, is designed to incentivize manufacturers to increase production and exports. During FY 2024, the schemes contribution remained robust at 17.7%.

Indian economy recorded two years of above-7 per cent growth and looks set to repeat it for the third year in FY24. In the first half of the current financial year, the economy has grown 7.7 per cent in real terms compared to the first half of FY23.

Economic forecasts remain optimistic for India, fuelled by a stable macroeconomic and financial environment. For the fiscal year 2024, the countrys growth is projected at 7.3%, with expectations for a gradual convergence of headline inflation towards the target. Enhanced by robust service exports and reduced oil import expenditures, Indias current account deficit has narrowed to 1% of GDP in the first half of the fiscal year 2024.

The International Monetary Fund anticipates Indias economy to expand by 6.5% in the fiscal year beginning April 1, 2024, maintaining a similar growth trajectory into the following year. This projection was part of the IMFs World Economic

Outlook released in January, which also revised Indias GDP growth for the current fiscal year upward to 6.7% from the 6.3% forecasted in October. These projections for

India come amidst a backdrop of a predicted slowdown in growth across

"developing Asia" to 5.2% in 2024 and 4.8% in 2025, down from an estimated

5.4% in 2023.

Indias overall exports, encompassing both merchandise and services, are estimated to surpass last years record, reaching USD 776.68 billion in FY 2023-24, compared to USD 776.40 billion in FY 2022-23.

Imports and Exports from India

As per the data published by the Ministry of Commerce and Industry, Indias trade landscape has shown remarkable resilience despite persistent global challenges.

Overall exports, encompassing both merchandise and services, are estimated to surpass last years record, reaching USD 776.68 billion in FY 2023-24, compared to USD 776.40 billion in FY 2022-23. This achievement is highlighted by the highest monthly merchandise exports of the current fiscal year, which peaked in March 2024 at USD 41.68 billion.

In addition to strong export performance, the overall trade deficit is estimated to have significantly improved by 35.77%, decreasing from USD 121.62 billion in FY 2022-23 to USD 78.12 billion in FY 2023-24. The merchandise trade deficit also saw a positive change, improving by 9.33% to USD 240.17 billion in the current fiscal year, down from USD 264.90 billion in the previous year. One of the standout sectors has been electronic goods, where exports have increased by 23.64%, rising from USD 23.55 billion in

FY 2022-23 to USD 29.12 billion in FY 2023-24. This growth in the electronic goods sector underscores Indias expanding capabilities and its increasing role in global trade, even amidst a challenging global economic environment.

Indias Power Hunger and Changing Energy Dynamics

As India continues to uphold its title as a Global Growth Engine, the demand for energy to sustain this momentum is higher than ever. In response to this escalating energy demand, Indias energy dynamics are poised for significant transformation. According to S&P Global Commodity Insights, India is expected to witness its highest-ever renewable energy capacity additions in 2024, with an anticipated 19 GW, including 16-17

GW from solar and 2-3 GW from wind.

Additionally, India is likely to add 5 GW and 6 GW of new coal plants next year to meet its burgeoning energy needs.

In line with its commitment to sustainability, India has set ambitious goals for a green energy transition, including achieving net-zero carbon emissions by 2070. This commitment is reflected in the substantial investments pouring into the renewable energy sector. According to data from the Department for Promotion of Industry and Internal

Trade (DPIIT), the sector has attracted a total Foreign Direct Investment (FDI) in equity amounting to USD 6,137.39 million over the past three fiscal years, up to September 30, 2023. These efforts underscore Indias dedication to not only meeting its current energy demands but also ensuring a sustainable and environmentally responsible growth trajectory in the long term.

At the opening of the second edition of India Energy Week 2024, Prime

Minister Narendra Modi announced that India is poised to receive an investment totalling USD 67 billion in the energy sector within 5 to 6 years.

Industry Outlook

Shivalik Bimetal Controls Ltd.s products are basic components required for most electronic and electrical sub-systems and appliances. They are particularly essential in the functionality of Switchgear, Protective Relays, Metering devices, Automotive Energy Devices, and Battery Management Systems, among others. The Companys commitment to innovation and quality makes it a key player in the Electrical, Electronic, and Automotive industries, contributing to advancing technology and efficiency in these fields.

Electrical Equipment Market

Shivalik Bimetal Controls Ltd. is attuned to the expansive opportunities within the international electrical equipment sector and is committed to spearheading innovation. As per Exactitude Consultancy, the global Electrical Equipment Market, valued at USD 1,315.8 billion in 2022, is projected to soar to USD 3,393.5 billion by 2029, achieving a CAGR of

11.1% from 2023 to 2029.

Various factors, including the growing need for electricity in advanced and developing nations, the increasing pursuit of renewable energy sources, and the broader adoption of automation and robotics in numerous industries, drive the surge in demand for electrical equipment. Additionally, the intensified focus on energy efficiency and the deployment of smart grid technologies are stimulating the demand for more advanced and efficient electrical equipment.

The shift towards renewable energy sources, particularly solar and wind, has amplified the need for sophisticated electrical components, with a large portion of Indias electricity now being generated from these renewable sources. From advanced lighting systems to state-of-the-art circuit breakers, the Indian electrical equipment industry is leading in innovation, catering to the changing demands of a vibrant and expanding market.

Indian electrical equipment is witnessing significant expansion, with an accelerated growth rate and increased demand for various components. Essential products driving this growth include electric construction machinery, generators, switches, sockets, lighting fixtures, meters, panels, automation technologies, solar and wind energy solutions, batteries, inverters, voltage regulators, circuit breakers, and connectors.

As per Technavio, the Indian electrical equipment market is on track to achieve a valuation of USD

52.98 billion by 2027. This growth is fueled by rapid urbanisation and infrastructural advancements. The market encompasses diverse segments, including power distribution, transmission, and generation equipment. Government initiatives like ‘Make in India have played a pivotal role in promoting domestic production, significantly contributing to the growth of the electrical equipment sector in India.

Smart Metering

Shivalik Bimetal Controls Ltd. stands to gain from the worldwide smart electric meter market expansion.

Projected to rise at a 9.4% CAGR, the smart meter market is expected to escalate from USD 23.1 billion in 2023 to USD 36.3 billion by 2028. The growth in smart meter adoption is propelled by several critical factors, including strict government regulations, heightened awareness of carbon footprint impacts, the convenience of contactless billing, enhanced grid stability, more effective outage management, and the pressing demand for data analytics within the electric power sector.

To address Indias growing demand for electricity and modernise the power distribution network, the central government is concentrating on minimising AT&C (Aggregate Technical and Commercial) losses and enhancing the distribution framework through the Revamped Distribution Sector Scheme (RDSS). This initiative involves a substantial allocation of 3,03,758 crore to support Discoms. Under this scheme, Advanced Metering Infrastructure Service Providers (AMISPs) will be tasked with the metering infrastructures supply, upkeep, and operational management once installed. This move is anticipated to significantly boost the demand for meter manufacturers, who form a key clientele for Shivaliks products, potentially increasing the demand for Shivaliks offerings.

A recent ICRA report highlights that India is falling short of its goal to achieve nationwide smart meter coverage by 2025 due to a slow pace in the installation process.

As of December 2023, while the government had sanctioned 222.3 million smart meters, contracts for 98.7 million had been secured.

However, the tally of installed smart meters was only 8 million by the end of December 2023. The report also suggests an expected surge in installation rates over the next two years, driven by improvements in the tendering process and the governments commitment to improving the financial stability of distribution companies.

Automotive Industry

Shivalik Bimetal Controls Ltd. is a key beneficiary of the growth of the automotive industry, engaging in both the Internal Combustion Engine (ICE) sector and the burgeoning electric vehicle (EV) market. With the increasing incorporation of electrical and battery management systems into vehicles, Shivaliks shunt resistors remain crucial components in traditional ICE and electric vehicles.

According to various media reports, Leading car manufacturers are intensifying their efforts in the electric vehicle (EV) sector by expanding their EV production capabilities and introducing or developing new offerings within this category. Tata

Motors, holding the largest share in the nations EV market, anticipates a 40% growth in the EV sector. Maruti Suzuki plans to augment its production capacity to approximately four million units from the current 2.25 million, with a projected investment of 45,000 crore, targeting its inaugural EVlaunchinthe Indian carmakers are set to invest nearly 80,000 crores to establish

EV manufacturing infrastructure.

JCW and MG Motors have recently announced their collaboration to concentrate on New Energy Vehicles

(NEVs). Additionally, the Ministry of Heavy Industries (MHI) has introduced a new policy aimed at encouraging global manufacturers such as Tesla,

Source: EV-Volumes.

VinFast, BYD, Kia, koda, BMW, and Mercedes-Benz to enhance EV manufacturing in India, signalling a significant push towards electrification in the automotive industry.

Research from RMI highlights a rapid increase in EV sales, pointing to a potential dominance of electric vehicles in the market by the end of this decade. Countries such as

India and Israel are swiftly expanding their EV adoption, aiming to parallel leading nations such as China. This shift suggests that by 2030, EVs could represent over two-thirds of car sales globally, potentially impacting almost half of the worlds oil demand.

In significant markets, the cost of owning battery electric vehicles has already become more affordable than their petrol and diesel counterparts in specific segments. Moreover, predictions from this research indicate that the initial purchase price of battery electric vehicles could become lower than that of traditional vehicles as soon as 2024 in Europe, with similar trends expected in China, the US, and India in the following years.

While Indias adoption of electric vehicles (EVs) has lagged behind its global counterparts, the outlook appears optimistic for the near future.

A recent McKinsey study reveals that

70% of top-tier Indian car buyers are open to purchasing an electric vehicle for their next car. This figure surpasses the global average of 52%. Furthermore, the study forecasts that the penetration of the EV market in India could increase to between 10 and 15 percent by the year 2030.

Switchgear Industry

For Shivalik Bimetal Controls Ltd., the demand surge for electricity generation is a primary catalyst for this growth. Positioned strategically in Asia-Pacific, especially in India, Shivalik is poised to capitalise on domestic and international switchgear market opportunities. According to

McKensey, the market is expected to ascend to $170.40 billion by 2027, growing at a CAGR of 6.6%, fuelled by the escalating need for electrification and a shift towards more sustainable energy solutions.

Considering the Indian governments focus on infrastructure enhancement initiatives such as Smart Cities, Make in India, Digital India, and Housing for All, these programs are anticipated to stimulate the Indian switchgear market. The IMARC Group forecasts the market to expand to US$ 17.8

Million by 2032, with a CAGR of

5.85% from 2024 to 2032 from US$ 10.7 Million in 2023. Factors such as the emphasis on improving energy efficiency, the need for more resilient power grids against natural calamities and cyber threats, and the widespread adoption of Internet of Things (IoT) technologies are driving this growth.

Company Overview

Established in 1984 and headquartered in New Delhi, Shivalik Bimetal Controls Ltd. has carved a niche in process and product engineering, renowned for its expertise in advanced material joining technologies such as Diffusion Bonding/Cladding, and Electron Beam Welding. The Company excels in producing thermostatic bimetal/ trimetal strips, clad metal, spring-rolled stainless steel, and a range of electron beam welded materials, each available in various gauges and compositions. These high-precision components, including

Current Sense Metal Strip Shunts/ Resistors and SMD Current Sense

Resistors, find extensive across the electrical, electronics, automotive, agriculture, medical, defence, and other industrial sectors. Shivalik takes pride in its ability to meet the increasing demand for battery management and smart metering systems, which is driven by its commitment to quality and innovation in manufacturing shunt resistors and other critical products.

This commitment positions Shivalik to cater to the dynamic needs of both the automotive and industrial equipment markets, promising continued growth opportunities through its diverse and innovative product range.

Our business strategy is anchored in proprietary technologies and applicationsspecialised solutions that garner substantial demand from original equipment manufacturers (OEMs), setting us apart in an industry marked by high barriers to entry.

Despite moderated market demand, Shivalik demonstrated resilience, achieving a revenue growth of 6.94% in FY24, reaching 449.40 crore.

As a trusted supplier, weve made notable advancements in delivering top-tier bimetals and shunt resistors, integral to the next generation of electric vehicles and customisable smart meters.

Our seasoned management team has steered the Company to become a leader in Electron Beam Welding and Hot & Cold Diffusion Bonding technologies, catering to a broad spectrum of applications. We are poised for continued growth with a sound financial standing and prudent capital management. Our three operational facilities in Chambhaghat and Kather, Solan, are powered by a dedicated team of 835 professionals committed to ensuring the highest quality for our diverse global clientele of over 275 customers.

Our dedication to excellence is embedded in our DNA at Shivalik Bimetal Controls Limited. We prioritise a customer-focused ethos, aiming to provide products with unparalleled quality, reliability, and innovation. We strive to consistently satisfy and surpass our clients expectations, adapting to their evolving needs.

Financial Performance in FY 24.

Despite moderated market demand, Shivalik demonstrated resilience, achieving a revenue growth of 6.94% in FY24, reaching 449.40 crore. The Companys EBITDA declined by 2.07% to 102.21 crore, while profit after tax improved to 80.97 crore. Significant growth was observed in the Thermostatic Bimetal/Trimetal segment, with sales increasing by

16.83% year-on-year. Although the

Shunt segment registered a decline, total revenues still grew by 6.94% during the same period.

Shivalik continues strengthening its position in Indias energy sector transformation, capitalising on domestic demand, especially in smart meter and switchgear opportunities.

Despite challenges in America, particularly in the Shunt Register category, the Company remains optimistic about prospects as global markets recover.

Looking ahead, Shivalik is confident in its ability to navigate market dynamics, backed by a solid cash position and generated funds from operations.

The Board has approved the final dividend of 0.50 per Rs.1/- equity share, highlighting the Companys commitment to delivering value to stakeholders.

Operational

Performance:

Revenue from operations remained stable throughout the year, with the Company sustaining robust cash flows thanks to strong domestic demand spurred by the nationwide rollout of smart meters. In the first two quarters, EBITDA and PAT margins stayed healthy despite international challenges, primarily due to favourable conditions in the domestic market.

However, EBITDA and PAT margins experienced a modest decline in the third and fourth quarters, attributed to reduced demand for Shunts in the

Americas and Europe. Conversely, there was a domestic demand for Bimetal and Trimetal strips during the same period. Anticipating increased demand from its international clients, Shivalik is optimistic about a global surge in demand in FY25.

To bolster its footprint in the Silver Contact sector, Shivalik has signed a Memorandum of Understanding

(MoU) with a leading swiss electrical contacts manufacturer, to assess the potential for establishing a Joint Venture in India dedicated to manufacturing electrical contacts. Should the initial studies lead to the formation of the JV, this strategic partnership has the potential to significantly augment Shivaliks production capacity and global market access for electrical contacts in the long term.

Outlook for FY25

As Shivalik Bimetal Controls Ltd. strides into FY25, it does so with strategic positioning that promises robust growth and an exciting trajectory, particularly within the electric vehicle (EV) sector. The domestic EV market is poised for significant expansion, with ICRA projecting substantial increases in EV penetration across various vehicle segments by FY25. This growth is supported by aggressive investments in EV components, with the auto component industry expected to invest over 25,000 crore in the next 3-4 years, enhancing production capacities for EV parts.

Electric two-wheelers are expected to see penetration rates of 6-8% in FY25, a rise from over 5% in FY23. For electric cars, penetration is forecasted at 4-6% in FY25, a significant jump from just over 1% in FY23. Similarly, electric three-wheelers and e-buses are also expected to witness substantial growth in market penetration by FY25. This surge is underpinned by significant localization in traction motors, control units, and battery management systems, although critical components like advanced chemistry batteries continue to be imported.

PARTICULARS (Standalone)	FY 2023-24	FY 2022-23
EBITDA Margin (%)	22.74%	24.84%
Return On Equity (RoE) (in %)	27.84%	33.03%
Current Ratio (in times)	4.03	2.82
Debt Equity Ratio (in times)	0.05	0.12
Net Profit Ratio (in %)	18.05%	17.82%
Net Capital Turnover Ratio (in times)	2.23	2.85
Inventory Turnover Ratio (in times)	3.77	3.55
Trade Receivables Turnover ratio (in times)	4.98	6.04

Given the governments ambitious plans to establish India as a global leader in EV manufacturing, coupled with the establishment of a comprehensive nationwide EV charging infrastructure, Shivalik is optimistically gearing up for significant transformation within this sector. These initiatives are expected to enhance the adoption of

EVs substantially, creating extensive opportunities for Shivalik, particularly in areas of its specialization, such as battery management systems and other EV-related components.

Note: An operational performance analysis will be added at a subsequent stage.

Shivalik is well-prepared to meet these emerging demands with its continued focus on innovation, quality, and strategic expansion. The collaboration with a leading swiss electrical contacts manufacturer to potentially set up a joint venture in India for manufacturing electrical contacts will further bolster

Shivaliks capabilities in the electrical component sector, aligning with the broader industrys shift towards electrification.

As global markets continue to recover, and with the expected upswing in demand towards the end of the financial year, Shivalik is poised to capitalize on these developments effectively. With a solid financial foundation and strategic market positioning, Shivalik is set to navigate the expanding landscape of the EV market, reinforcing its role as a key player in the electrification transition and driving sustained growth into 2025.

Risk and Mitigation

Economic Slowdown

An economic slowdown in key markets such as the US and EU could dampen demand for Shivaliks products, impacting revenue and growth prospects. Shivalik is diversifying its market presence to address this risk, targeting regions with stable or growing demand. The Company is also expanding its product portfolio to cater to a broader range of industries, reducing its dependency on any single market or sector.

Geopolitical Tensions

Rising geopolitical tensions can lead to supply disruptions, especially critical raw materials like nickel and copper, which directly affect Shivaliks production capabilities and cost structures. We closely monitor geopolitical developments to mitigate this risk and adjust its procurement strategies accordingly. The Company is also increasing its inventory buffers for critical materials to cushion short-term disruptions.

Supply Chain Disruptions

The global nature of Shivaliks supply chain exposes it to risks of disruptions, which could arise from geopolitical tensions, logistic challenges, or supplier issues, potentially impacting production and delivery timelines. We are strengthening our supply chain resilience by diversifying our supplier base and developing contingency plans. Investments in supply chain technology and partnerships with reliable logistics providers aim to ensure smooth operations and timely fulfilment of customer orders.

Volatility in Raw Material Prices and

Forex Rates

Shivaliks operations are susceptible to fluctuations in the prices of essential metals like nickel and copper, which tegic form a significant part of its production costs. Moreover, the Company is exposed to foreign exchange rate fluctuations risks, which can impact its international transactions and

As global markets continue to recover, and with the expected upswing in demand towards the end of the financial year, Shivalik is poised to capitalize on these developments effectively.

profitability. To counteract these risks, we are broadening our supplier network and exploring alternative sourcing strategies to ensure stability in raw material supplies. The

Company is also employing forex hedging strategies to minimise the financial impact of currency volatility, providing more predictable and stable operational costs.

Working Capital Intensity

To be effective in the marketplace, Shivaliks business requires maintaining substantial inventory and receivables, leading to high working capital needs. This could potentially strain the Companys liquidity and financial flexibility. We implement advanced inventory management techniques to optimise stock levels and reduce carrying costs. Enhanced receivables management practices are also in place to expedite collections and improve cash flows, thus maintaining a healthy working capital cycle.

Inflationary Pressures

Inflation could erode purchasing power and increase operational costs, potentially affecting demand for

Shivaliks products and compressing profit margins. Shivalik actively manages costs through operational stra procurement efficiencies and to offset inflationary pressures.

The Companys focus on product innovation and value addition also helps maintain demand and pricing power in the market.

Strategic, Transformation, and

Innovation Risk

As Shivalik continues to innovate and transform its product offerings, there is a risk associated with the successful integration of new technologies and market acceptance of new products.

To mitigate this risk, Shivalik invests in continuous research and development and closely monitors market trends to ensure its innovations align with customer needs and industry standards.

ESG Risk

Environmental, social, and governance (ESG) factors are increasingly important in the operational and reputational risk landscape.

Shivalik is committed to enhancing its ESG compliance by adopting sustainable practices, improving social responsibility, and ensuring robust governance structures. A significant part of these sustainable practices includes sourcing most of the companys procured power from renewable sources, mainly hydroelectric, thereby maintaining a high level of environmental sustainability. This commitment not only minimizes our environmental footprint but also strengthens our market position as a leader in sustainability.

The company regularly reviews its ESG strategies to align with global standards and stakeholder expectations, reducing potential risks related to environmental impact, social responsibility, and corporategovernance. audits go

Internal Control System and Effectiveness

Shivalik Bimetal Controls Ltd. maintains a comprehensive internal control framework designed to safeguard the integrity of its financial systems, enhance operational efficiency, protect assets, ensure adherence to regulations, and provide accurate financial data. The Company has established clear, documented protocols for all its financial and operational activities to ensure uniformity and transparency in its operations. A detailed internal audit strategy has been implemented to reinforce this framework. Conducted by an external chartered accountancy firm,theserisk-beyond simply checking compliance with established policies. They aim to pinpoint opportunities for refining processes and systems. The Audit

Committee plays a crucial role in this mechanism, routinely evaluating the findings and suggestions from internal audits and guiding the execution of these enhancements.

Occupational Health &

Safety Commitment

At Shivalik, the health and safety of our employees are paramount, and we are deeply committed to environmental, health, and safety considerations. We adhere strictly to all relevant legal standards related to occupational health and safety.

Our manufacturing facilities regularly host training sessions to enhance employees proficiency in emergency protocols, firefighting, rescue operations, and first

Occupational health and safety stand at the forefront of our operational priorities, underscoring our dedication to fostering a secure and healthful workplace. Our safety and health initiatives are woven into the fabric of our organisational practices, underlining our belief in our employees as the cornerstone of our success and our commitment to their professional development.

We have implemented various protective measures to safeguard our employees health, safety, and well-being. These include investing in technology to reduce pollution, instituting safe operational procedures, conducting extensive safety training, and providing essential protective gear. Our proactive stance is geared towards preventing hazardous conditions and practices, ensuring a secure work environment for all.

Human Resource Development and Industrial Relations

The strategic goal of our organisation is to secure sustained growth by cultivating a skilled, highly motivated, and profoundly committed workforce.

At Shivalik Bimetal Controls Ltd., we are dedicated to establishing a supportive work atmosphere that acknowledges each employees unique contributions and seeks to develop and leverage their full potential. We aim to foster a strong sense of community and connection among our team members, ensuring each individual feels valued and integral to our success.

Over the past year, industrial relations within our Company have been characterised by a sense of harmony and collaborative spirit, contributing

At Shivalik, the health and safety of our employees are paramount, and we. are deeply committed to environmental, health, and safety considerations.

to a positive and productive work environment. This harmonious atmosphere is a testament to our effective human resource policies and practices, prioritising open communication, mutual respect, and employee engagement. Focusing on employee development and satisfaction enhances our operational efficiency and builds a resilient foundation for future growth. Our commitment to nurturing a conducive work culture and upholding strong industrial relations underpins our success and positions us well for the challenges and opportunities.

Forward-Looking Statements

In the "Management Discussion and

Analysis" section, certain assertions about the Companys goals, forecasts, estimates, expectations, or projections might be considered forward-looking statements under the relevant securities laws and regulations. Its crucial to acknowledge that the actual outcomes could substantially deviate from what is suggested or indicated by these forward-looking statements. Various elements, such as economic dynamics influencing demand, supply, and pricing in domestic and international markets, fluctuations in currency exchange rates, modifications in governmental regulations and taxation policies, and other unforeseen factors, could significantly affect the Companys operational performance.

Directors Report

To,

The Members of Shivalik Bimetal Controls Ltd. (SBCL),

The Board of Directors is pleased to present the 40^th Annual Report along with the Companys Audited Financial Statements for the financial year ended March 31, 2024. A summary of the Companys standalone and consolidated performance during the year ended March 31, 2024, is given below. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

( In Lakhs)

PARTICULARS		Standalone		Consolidated
		FY 2023-24	FY 2022-23	FY 2023-24		FY 2022-23
Revenue from Operations		44,940.44	42,023.01	50,892.90		47,037.21
Other Income		2,039.36	792.82	1,912.40		992.34
Total Revenue		46,979.80	42,815.83	52,805.30		48,029.55
Operating Expenditure		34,703.01	31,545.54	40,264.06		36,142.44
Profit/(Loss) before Interest, Depreciation, Tax &		12,276.79	11,270.29	12,541.24		11,887.11
Exceptional Items
Finance Cost		436.71	664.40	492.98		704.19
Depreciation		1,011.46	847.20	1,205.20		1,054.74
Profit/ (Loss) before Taxes & Exceptional items		10,828.62	9,758.69	10,843.06		10,128.18
Share of Profit in Joint Venture/Associate		-	-	332.39		102.64
Profit/ (Loss) before Tax		10,828.62	9,758.69	11,175.45		10,230.82
Tax Expense		2,715.24	2,456.01	2,748.91		2,320.49
Profit/ (Loss) after Tax		8,113.38	7,302.68	8,426.54		7,910.33
Other comprehensive income		(16.32)	(40.21)	(19.32)		(40.25)
Total Comprehensive Income for the Period		8,097.06	7,262.47	8,407.22		7,870.08
PER SHARE DATA
PARTICULARS	FY 2023-24				FY 2022-23
Book Value per share	56.93				44.27

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments which can affect the

Companys financial position of the Company between the end of the Financial Year and the date of this Report.

COMPANYS PERFORMANCE

Shivalik Bimetal Controls Ltd. (SBCL/the Company) continued to grow in FY 2023-24 despite the complexities of the global market environment. FY 2023-24 has been an exciting year, marked by resilience in steady revenue growth, and significant achievements in profitability. In FY 2023-the Company grew its operations, and efficiency, focused on resource optimisation, ensured the overall well-being of its stakeholders and maintained and improved the financial health. The Company is proud to support a debt-free status in its operational capacity and on its books, reflecting our strong financial management and strategic planning. This prudent approach to debt ensures we have the financial flexibility to invest in growth opportunities and navigate economic uncertainties effectively.

Some of the Key highlights of the year were: Resilient Revenue Growth: During the year under review, your Company has recorded a turnover of 44,940.44 Lakhs against 42,023.01 Lakhs during the previous year, registering a growth of 6.94%.

24,

Growth in PBT: SBCL PBT for the full fiscal year surged by 11.25% to 10828.62 Lakhs, indicating operational efficiency.

Continuous Growth in Profit after Tax (PAT):SBCL PAT for FY24 showed growth, increasing by 11.49% to 8,097.06

Lakhs, demonstrating the Companys ability to translate operational improvements into bottom-line results.

Indias performance in the Thermostatic Bimetal/

Trimetal segment as well as Shunt has been remarkable, demonstrating robust growth and strong market penetration. On an annual basis, the upward trajectory continues, with sales reaching 13,417.41 Lakhs in FY 24, up 31.69% from 101,88.38 Lakhs in FY 23 in bimetal business and with sales reaching 5,131.96 Lakhs in FY 24, up 9.02% from 4,707.17 Lakhs in FY 23 in Shunt business. This consistent year-over-year growth underscores the Companys expanding market presence and successful execution in capturing a larger market share. This robust performance underscores the significant opportunities within the Indian market, driven by increased demand for smart meters, switchgear, and electric vehicles, aligning well with the national push towards modernization and electrification

Consolidated Audited Financials for the FY 2023-24

SBCLs revenue on a consolidated basis increased to 52,805.30 Lakhs for the current year as against 48,029.55 Lakhs in the previous year, recording an increase of 9.94%. SBCL successfully delivered on the profitability front with a EBITDA Margin of 23.75%, about 12,541.24 Lakhs, compared to 11,887.11 Lakhs in the previous year. Net profits 8,426.54 Lakhs in the current increased year to as against 7,910.33 Lakhs in the last year, recording an increase of 6.53%.

EXPANSION

We witness capacity expansion across all phases of innovation. Our joint venture and collaboration with international partners have further helped us expand our production and distribution network. Our strategic expansion ensures that our product/component reaches every corner of the country, fortifying our overall presence and enabling us to meet the growing demand for our products/components while maintaining an improving quality

move,Towards Shivalik Bimetal

Controls Ltd. has entered an MoU to assess the feasibility of a joint venture with Metalor, a Tanaka group company, a world leader in Precious Metals. Metalor, a renowned Swiss company, is celebrated for its expertise in silver contacts and state-of-the-art silver melting facilities in several locations worldwide. This initiative affirms our commitment to sustainable growth that can open doors to Metalors extensive global network.

PERFORMANCE OF THE JOINT VENTURE / WHOLLY OWNED SUBSIDIARY COMPANIES

The Company has two (2) Wholly Owned Subsidiaries and one (1) Joint Venture (JV), as on March 31, 2024. As per the provisions of Section 129(3) of the Companies Act, 2013 (Act), a statement containing the salient features of the financial statements of the Companys subsidiaries and JVs in Form AOC-1 is attached as Annexure-A In accordance with provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the Company. The Company will provide the annual accounts of the subsidiaries and detailed information related to the shareholders of the Company on specific made to it in this regard by the shareholders.

Key highlights of these Joint Venture/Wholly Owned

Subsidiary Companies are as follows:

a) Joint Venture Company i) Innovative Clad Solutions Private Limited The Company has recorded a turnover of 18,846.23 Lakhs for the year ended March 31, 2024 (as against the previous year of 16,488.17 Lakhs) and recorded a profitafter tax of 2141.52 Lakhs for the year ended March 31, 2024 (as against Previous year Profit of 663.06 Lakhs). b) Wholly Owned Subsidiary Companies i) Shivalik Bimetal Engineers Private Limited The Company recorded a turnover of 97.11 Lakhs for the year ended March 31, 2024 (as against the previous year of 238.40 Lakhs) and a Profit after tax of 19.81 Lakhs for the year ended March 31, 2024 (Previous year of 28.67 Lakhs). ii) Shivalik Engineered Products Private Limited (Formerly known as Checon Shivalik Contact Solutions Private Limited) This Company recorded a turnover of 5,953.86 Lakhs for the year ended March 31, 2024 (as against the previous year of 5,011.79 Lakhs) and recorded a Profit after Tax of 202.20 Lakhs for the year ended March 31, 2024, (as against Previous year of 183.04 Lakhs).

DIVIDEND

The Companys Board of Directors approved a Dividend Distribution Policy on May 30, 2022, as per the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is available on the Companys website: https://www.shivalikbimetals.com/images/pdf/Dividend-Distribution-Policy.pdf

In terms of the Policy, equity shareholders of the Company may expect dividends, if the Company has surplus funds and after considering the relevant internal and external factors enumerated in the Policy for declaration of dividends.

Further, the Policy also enumerates maintaining dividend payout in the range of 5% to 20% of the annual Profit after tax on Standalone Financials to comply with the above-mentioned provisions and regulations, subject to compliance of covenants with Lenders.

During the year 2023-24, in line with dividend distribution policy, the Board of Director(s) had declared an interim dividend of 0.70 (i.e. @35% of the nominal value of the share) per equity share of the face value of 2/- each in its meeting held on February 07, 2024, which was paid on

March 01, 2024, total amounting to 4.03 Crores.

Further, based on the Companys performance, the Directors have recommended a final dividend of 1.00 (i.e. @ 50% of the nominal value of the share) per Equity Share of the face value of 2/- each for the financial year March 31, 2024, which will be paid subject to approval of members in the annual general meeting, the final dividend on equity shares would entail a cash outflow of 5.76 Crores.

The total dividend per equity share for the year ended March 31, 2024, is 1.70 (i.e. @ 85% of the nominal value of the share), and the total dividend payout is 9.79 Crores.

INVESTOR RELATIONS (IR)

Your Company always believes in striving hard to achieve excellence and leading from the front with adhering to best practices in IR while maintaining a relationship of trust with investors and analysts. In the Financial Year 2023-24, your Company increased its interaction with investors through various conferences and conducted in person individual, group, and audio conference calls. The leadership, including of Sales thePromoters, Chief Financial Officer and Marketing of SBCL spent significant time with investors to communicate the strategic direction for the business, capital allocation policy, plan for scaling up growth gems, addressing investor/ analyst queries and concerns.

During the year, your Company arranged earnings/ conference calls and analysts meet with investors and analysts. All the events hosted in the Financial Year 2023-24 including quarterly earnings calls, analyst meets, etc. were well attended by investors and analysts.

Your Company ensures that critical information about the

Company is available to all the investors by uploading all such information on the Companys website

APPROPRIATIONS TO RESERVE

The Board of Directors has decided to retain the entire amount of Profit in the Profit Company has not transferred any amount to the "Reserves" for the year ended March 31, 2024.

PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public/shareholders under Sections 73 and 74 of the Companies Act, 2013.

SHARE CAPITAL

The Companys Authorised Share capital during the financial year ended March 31, 2024, remained at 15,00,00,000 (Rupees Fifteen Crore Only) consisting of 7,50,00,000

(Seven Crore Fifty Lakhs Only) equity shares of 2/- (Rupee Two Only) each.

The Companys paid-up equity share capital remained at 11,52,08,400 (Rupee Eleven Crores Fifty-Two Lakhs Eight Thousand Four Hundred Only) comprising 5,76,04,200 (Five Crore Seventy-Six Lakhs Four Thousand Two Hundred Only) equity shares of 2/- each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company, Mrs. Harpreet Kaur retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. A proposal for her reappointment is included in the Notice convening the 40^th Annual General Meeting for consideration and approval by the shareholders.

During the FY 2023-24, the Company appointed Mr. N.P. Sahni (DIN: 00037478) and Mr. Sudhir Mehra (DIN: 07424678) were appointed as Independent Director(s) of the Company in its Annual General Meeting held on the 26^th day of September, 2023 for a period of 5 years up to

September 25, 2028.

The Board in their meeting held on February 07, 2024, the interacting

Board of Directors reconstituted the composition of the

Audit Committee, Nomination & Remuneration Committee,

Corporate Social Responsibility Committee and Risk

Management Committee. The revised composition details were given in the Corporate Governance Report.

At the end of the FY 2023-24, Mr. N.J.S. Gill (DIN: 00007425) and Mr. Pradeep Khanna (DIN: 06668919) ceased to be

Independent Director of the Company with effect from close of business hours on March 29, 2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Mr. N.J.S Gill and Mr. Pradeep Khanna for their extensive contribution and stewardship over two decades.

On recommendation of Nomination and Remuneration

Committee, the board of directors in their meeting held on

August 29, 2024 have appointed additional directors Mrs.& Loss account. Accordingly, the Sukrita Goyal (DIN: 07576423) as Independent Women Director and Mr. Kabir Ghumman (DIN: 01294801) as Whole Time Director designated as Executive Director for a period of 5 years from August 29, 2024 to August 28, 2029.

The resolution pertaining to their appointments are set out in the Item No 7 and 8 in the forth coming annual general meeting.

During the year under review, the Companys Non-Executive

Directors had no pecuniary relationship or transactions with the Company other than sitting fees to attend meetings of the Board/Committee of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 ("the Act") and Regulation 25(8) of the Listing Regulations that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board of

Directors is of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA")

ANNUAL RETURN

The Annual Return of the Company in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company: https://www.shivalikbimetals.com/annual_return.php

ANNUAL EVALUATION OF BOARDS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. Structured assessment forms were used in the overall Board evaluation comprising various aspects of the Boards functioning in terms of structure, its meetings, strategy, governance and other dynamics of its functioning besides the financial reporting process, internal controls and risk management. The evaluation of the Committees was based on the terms of reference fixed by the Board, as well as the dynamics of their functioning in terms of meeting frequency, effectiveness of contribution, etc.

Separate questionnaires were used to evaluate the performance of individual Directors based on parameters such as their level of engagement and contribution, objective judgement, etc. The Executive Directors evaluation was based on leadership qualities, strategic planning, communication, engagement with the Board, etc.

The Chairman was also evaluated based on the key aspects of his role. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as a whole, and the Non-Independent Directors was carried out by the Independent Directors at a separate meeting held during the year.

The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year, (Five) 05 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the

Meetings was within the period prescribed under the

Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013, read with the that they have registered Companies (Meetings of Board and its Powers) Rules, 2014, are furnished in the notes to Financial Statements.

AUDITORS a) Statutory Auditors and their Report

In accordance with the provisions of the Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014, M/s. Arora Gupta & Co., Chartered Accountants (Firm Registration No. 021313C) were re-appointed as

Statutory Auditors of the Company for a period of 5 years in the 38^th Annual General Meeting (AGM) held on September 27, 2022, until the conclusion of the 43^rd AGM to be held in the year2027.Therearenoqualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the year ended March 31, 2024. b) Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board of Directors re-appointed M/s R. Miglani & Co., Company Secretaries, as Secretarial Auditor to carry out the Secretarial Audit of the Company for the financial year 2023-24. The Report Secretarial Auditor for the said financial year in Form MR-3 is annexed herewith as ‘Annexure-B(1) to the Boards Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit of Material Unlisted Subsidiary

As per the provisions of Regulation 24A of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. M/s R. Miglani & Co., Practicing

Company Secretaries, carryout a secretarial audit of the material subsidiary of the Company i.e., Shivalik Engineered Products Pvt. Ltd. for the FY 2023 24. The Report of the Secretarial Audit is annexed herewith as Annexure B(2). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity shall submit a secretarial compliance report. The Annual Secretarial Compliance Report was submitted to the Stock Exchanges on May 28, 2024, within 60 days of the end of the financial year. c) Cost Auditor

The Company is required to maintain the cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules,

2014. Accordingly, such accounts and records are maintained by the Company. The cost audit for the financial year ended March 31, 2024, was conducted by Mr. Ramawatar Sunar, Cost Accountant (FRN: 100691), and as required, the costauditreportwasdulyfiledwith the Ministry of Corporate Affairs, Government of India.

Being eligible, Mr. Ramawatar Sunar has consented to act as the Cost Auditor of the Company for the financial year 2024-25. Mr. Ramawatar Sunar has further certified that his re-appointment is within the limits as prescribed under Section 141(3)(g) of the Act and that he is not disqualified from such re-appointment within the meaning of the said Act. The remuneration proposed to be paid to Mr. Ramawatar Sunar, subject to ratification by the Companys shareholders at the AGM, has been set out in the Notice of the next AGM.

As required under the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming 40^th Annual General Meeting.

Reporting of frauds by Auditors

During the financial year 2023-24 and in terms of section 143(12) of the Act, the Statutory Auditors,

Secretarial Auditor and Cost Auditor of the Company have confirmed that they have not come across any event indicating the commitment of any fraud by the of the Company. Therefore, no officers Certificate reporting under the said provision was required.

SECRETARIAL STANDARDS

Your Company is in compliance with the revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and

Secretarial Standards on General Meetings (SS-2) issued by

The Institute of Company Secretaries of India.

RISK MANAGEMENT

We have a robust Enterprise Risk Management (ERM) framework focused on identifying, evaluating, prioritising and mitigating all internal and external risks. The findings are reported to the Board & Risk Management Committee (RMC). The Board and the RMC play an essential role in ensuring that all the relevant risk factors are considered by management and that a strategy is in place to mitigate risks to the greatest extent possible and harness opportunities. Our framework is underpinned by a risk management policy as recommended by the RMC and approved by the Board.

INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System commensurate with its operations size, scale and complexity. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an external Internal Auditor, who reports to the Boards Audit Committee on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, as well as its compliance with operating systems, accounting procedures, and policies for various functions of the Company. Based on the Internal Auditors Report, process owners undertake corrective action wherever required in their respective areas, strengthening the controls further. Audit observations and actions taken thereof are presented to the Audit Committee of the Board periodically.

Duringthereportingyear,InternalFinancialControlslaiddown by the Board were tested for adequacy & effectiveness, and no reportable material weakness in the design or operations was observed. The Company has policies and procedures in place to ensure the proper and efficient conduct of its business, safeguard assets, prevent and detect frauds and errors, ensure accuracy and completeness of accounting records, and prepare reliable financial manner. Statutory Auditors have also given unmodified audit opinions on the adequacy of internal financial control systems with reference to financial statements.

CORPORATE GOVERNANCE REPORT

At Shivalik, we ensure that we evolve and diligently follow corporate governance guidelines and best practices, not just to boost long-term shareholder value but also to respect the rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the Companys operations and performance, leadership, and governance. A report on Corporate Governance, including regarding compliance the relevant Auditors with the conditions of Corporate Governance as stipulated in Regulation 34 (3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Annual

Report as ‘Annexure C.

RELATED PARTY TRANSACTIONS

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company has formulated a Policy on dealing with Related Party Transactions (RPTs) as approved by the Board available on the Companys website and can be accessed at https://www.shivalikbimetals.com/pdf/RPT-Policy-Final.pdf

In line with its stated Policy, all Related Party transactions are placed before the Audit Committee for review and approval. Prior approval of the Audit Committee is taken for the estimated value of transactions that are foreseen and repetitive. Omnibus approval with respect to transactions that are not routine or cannot be foreseen or envisaged is also obtained as permitted under the applicable laws.

The details of transactions proposed to be entered with Related Parties are placed before the Audit Committee for approval on an annual basis before the commencement of Thereafter, a statement containing the the financial nature and value of the transactions entered by the Company with Related Parties is presented for quarterly review by the Committee. Further, revised estimates or changes, if any, to the proposed transactions for the remaining period are also placed for approval by the Committee on a quarterly basis.

Besides, the Related Party transactions entered during the year are also reviewed by the Board on a quarterly basis.

During the year, the Company had not entered into any related party transactions which could be considered

‘material in terms of Section 188 of the Act and rules made thereunder and according to the Policy of the Company on materiality of Related Party Transactions. Accordingly, no transactions are required to be reported in Form AOC-2. However, you may refer to Related Party transactions in Note No. 42 of the Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY a timely As a responsible corporate citizen, the Company has been undertaking and participating in socially important projects in the fields of health, education, environment conservation, and rural development.

The Company has also framed a CSR Policy in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. The CSR Policy of the Company, the Projects approved by the

Board, the composition of the CSR Committee and other relevant details are disclosed on the website of the company at https://www.shivalikbimetals.com/images/pdf/SBCL-CSR-Policy-2021.pdf

The Annual Report on the CSR activities undertaken by the Company during the financialyear under review, is annexed to this Report as ‘Annexure D.

PARTICULARS OF EMPLOYEES

Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is set out in ‘Annexure- E to the Boards Report. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the SEBI (Listing

Regulations), top one thousand listed entities based on market capitalisation are required to report on the Business

Responsibility and Sustainability Reporting Core (BRSR

Core) for the financialyear ended March 31, 2024 in the format prescribed by SEBI via Circular SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023.

Your Company is reporting on the said requirement and giving an overview of the initiatives taken by the Company from an environmental, social, and governance perspective in a separate section of the Annual Report, which forms part of it. The Report on Business Responsibility and Sustainability

Reporting is attached herewith as ‘Annexure F

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business.

CREDIT RATINGS

The CreditRatingAgencyCRISILhasreaffirmedits ratings assigned to various bank facilities of the Company as per below:-

Rating Action

Total Bank Loan Facilities	115 Crore (Enhanced from
Rated	71 Crore)
Long Term Rating	CRISIL A/Stable (Reaffirmed)
Short Term Rating	CRISIL A1 (Reaffirmed)

STATEMENT THAT THE COMPANY HAS COMPLIED WITH

PROVISIONS RELATING TO THE CONSTITUTION OF THE INTERNAL COMPLAINTS COMMITTEE UNDER THE

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women in the Workplace. The Company has duly constituted an Internal Complaints Committee according to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to creating a safe and healthy working environment. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and Sexual Harassment. The Company has a zero-tolerance approach to any form of Sexual Harassment. The Policy has been displayed on the website of the Company under the head of investor relation/ Shivalik corporate policy tab at https:// www.shivalikbimetals.com/images/pdf/Prevention-of-Sexual-Harrasement-Policy.pdf

During the Financial Year 2023-24, the status of the complaint is as follows:

No of Complaints filed financial year	No of complaints disposed of during the financial year	No of complaints pending as on end of the the financial year
Nil	Nil	Nil

VIGIL MECHANISM AND WHISTLEBLOWER POLICY

The Company has a well-established whistleblower policy as part of 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 Policy. This mechanism also provides adequate safeguards against victimisation of Director (s)/ employee(s) who avail of the mechanism and provides direct access to the Chairman of the Audit Committee in exceptional cases. The Whistleblower policy is available on the Companys website at the following link https:// www.shivalikbimetals.com/images/pdf/Vigil-Mechanism-&Whistle-Blower-Policy.pdf

It is affirmed that during the year, no employee was denied access to the Audit Committee.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR, ALONG

WITH THEIR STATUS AS OF THE END OF THE FINANCIAL

YEAR.

During the year under review, no application has been made, nor have any proceedings been pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT

OF THE VALUATION DONE AT THE TIME OF ONE-TIME

SETTLEMENT AND THE VALUATION DONE WHILE

TAKING A LOAN FROM THE BANKS OR FINANCIAL

INSTITUTIONS, ALONG WITH THE REASONS THEREOF.

2023-24, Duringthe financial no such valuation was done, and no transaction took place with regard to any onetime settlement.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Board of Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed, and there is no material departures. b) They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the and of the Profit and Loss of the endofthefinancial Company for the year ended on March 31, 2024. c) They have taken proper and sufficient care for the maintenance of adequate accounting records following the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) They have prepared the annual accounts on a going concern basis.

e) They 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) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

As of March 31, 2024, the Board of Directors comprised eight (08) Directors, of which two (02) are executive Directors and two (02) are non-executive directors. The number of independent directors is four (04), including one (01) woman.

The Policy of the Company on Directors appointment, including criteria for determiningqualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination and Remuneration & Board Diversity Policy. The remuneration paid to the directors is in accordance with the Nomination and Remuneration & Board Diversity Policy of the Company.

More details on the Companys Policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, which forms a part of this Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are given as under:

(A) Conservation of energy-i) Some of the steps taken for the conservation of energy are.

Continued to replace older drives with newer drives that are application-specific with correcting rating.

• Renewal of pneumatic piping with the latest leakproof systems

• As much as possible, all new motors installed are of energy-efficient types

Conventional light replaced with LED Lights

Installation of new energy-efficient compressors

Inter-plant movement of material done using an Electric Vehicle.

Optimising resource consumption and minimising wastage through automation and controls.

Converted the Old wooden boxes/packing materials for new packing.

• Continued monitoring of carbon footprints with a plan to offset our carbon footprints in the coming years. ii) The steps taken by the Company for utilising alternate sources of energy.

• The bulk of the energy used in all operations is from renewable sources, mainly hydroelectric power. iii) The capital investment in energy conservation equipment: 2.59 Lakhs.

(B) Technology Absorption i) the efforts made towards technology absorption.

Further improvements made in custom-built machines for automatic inspection of components.

• Additional Automated systems for high-speed measurement and dimensional checks.

Use of artificial inspection machines.

Research initiated to improve the performance of resistive alloys.

Development was undertaken to source components alloys of bimetals indigenously.

Improved heat treatment process to improve performance of resistors. ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

Reduction in internal rejections and external customer complaints.

Reduction in production lead time.

Improvement of production efficiency.

Development of new products.

Development and validation of new processes and process enhancements. iii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N. A.

The details of technology imported - N. A.

The year of import - N. A.

• Whether the technology has been fully absorbed - N. A.

• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N. A iv) The expenditure incurred on Research and Development.

Capital Expenditure: 0.0 Lakhs

Recurring Expenditure: 424.68 Lakhs

• Total: 424.68 Lakhs

Total R & D expenditure as a percentage of total turnovers: 0.95%

(C) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

i) Earnings in FC	25,266.09 Lakhs
ii) Expenditure FC	18,191.30 Lakhs
iii) Expenditure in FC (Capex)	742.35 Lakhs

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE

REGULATORS

There are no significant/material orders passed by the

Regulators, Courts or Tribunals impacting the going concern status of your Company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS intelligence There have been no material changes and commitments in automotive affecting the financial year of the occurred between the end of the financial Company and the date of this Report.

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in the Report on Corporate Governance, which forms part of the Annual Report.

ACKNOWLEDGEMENT/ APPRECIATION

Your Directors wish to place on record their appreciation for the continued support and cooperation received from various State Governments and the Government of India.

The Directors also thank the banks, shareholders, suppliers, dealers and, in particular, the valued customers for their : Annual Report 2023-24 trust and patronage.