Shivalik Bimetal Controls Ltd Directors Report

To,

The Members of

Shivalik Bimetal Controls Limited (SBCL/The Company)

The Board of Directors is honored to present the 41^st Annual Report, accompanied by the Audited Financial Statements of the Company, for the financial year ended March 31, 2025. This report provides a comprehensive overview of the Companys financial and operational performance, including both standalone performance, encompassing the Company and its subsidiaries, have been made where applicable to ensure a holistic representation of the business.

FINANCIAL HIGHLIGHTS

( In Lakhs)

PARTICULARS	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	43,721.05	44,940.44	50,834.78	50,892.90
Other Income	1,237.68	2,039.36	1,284.42	1,912.40
Total Revenue	44,958.73	46,979.80	52,119.20	52,805.30
Operating Expenditure	33,950.41	34,703.01	40,463.02	40,264.06
Profit/(Loss) before Interest, Depreciation, Tax & Exceptional Items	11,008.32	12,276.79	11,656.18	12,541.24
Finance Cost	291.43	436.71	374.99	492.98
Depreciation	980.79	1,011.46	1177.61	1,205.20
Profit/ (Loss) before Taxes & Exceptional items	9,736.10	10,828.62	10,103.58	10,843.06
Share of Profit in Joint Venture/Associate	-	-	167.51	332.39
Profit/ (Loss) before Tax	9,736.10	10,828.62	10,271.09	11,175.45
Tax Expense	2,476.75	2,715.24	2,565.56	2,748.91
Profit/ (Loss) after Tax	7,259.85	8,113.38	7,705.53	8,426.54
Other comprehensive income	(16.97)	(16.32)	(22.98)	(19.32)
Total Comprehensive Income for the Period	7,242.88	8,097.06	7,682.55	8,407.22

PER SHARE DATA

PARTICULARS	FY 2024-25	FY 2023-24
Book Value per share	67.30	56.93

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 Limited continued to grow in FY 2024-25 despite the complexities of the global market environment. FY2024-25 has been an interesting year, marked by resilience in steady revenue growth, and significant achievements in profitability. Amidst a dynamic global environment marked by inventory recalibration and uneven recovery across verticals, SBCL delivered a resilient financial performance for FY25, supported by margin preservation, shunt resistor product outperformance, and continued discipline in capital deployment. The Company is proud to maintain a debt-free status as of both 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:

Profitability Improvement in Q4 FY25: SBCLs standalone results for the fourth quarter of fiscal year 2025 show an improvement in profitability. Standalone EBITDA for Q4 FY25 increased by 24.87% to 26.47 Crore from 21.20 Crore in Q4 FY24. The standalone EBITDA margin also saw an expansion of 422 basis points, reaching 23.17% in Q4 FY25 compared to 18.96% in the same period last year.

PBT and Margin Momentum in Q4 FY25: Profit tax (excluding other income) grew 31.48% YoY to 23.12 Crore in Q4 FY25, compared to 17.58 Crore in Q4 FY24. PBT margin expanded by 451 basis points to 20.24% from 15.73% last year. For the full year FY25, PBT stood at 84.70 Crore versus 87.74 Crore in FY24, with PBT margin steady at 19.37%, reflecting sustained operating leverage despite a modest decline in topline.

Maintenance of Profitability Levels in Full Year FY25: For the full fiscal year 2025, SBCL generally maintained its standalone profitability margins. The standalone EBITDA margin for FY25 was 22.28%, showing a limited decrease of 47 basis points from 22.75% in FY24. This occurred despite a -2.72% change in standalone revenue from operation for FY25 compared to FY24. Consolidated EBITDA margin for FY25 was 20.35%, a change of (50) bps from 20.85% in FY24, with consolidated revenue showing a marginal change of -0.11%.

Shunt Resistors in India steps up: The standalone Shunt Resistors posted 3.68% value growth and 6.16% volume growth in FY2025. India led the expansion with a 31.31% increase in sales, rising from 51.06 crore to 67.04 crore. Europe and Asia excluding India recorded strong contributions with YoY value growth of 20.74% and 22.69%, respectively, helping offset softer trends in the USA. Shunt Resistors accounted for ~49% of standalone revenue in FY25. Exports formed 56.22% of revenue, with improved geographic mix including Southeast Asia, Europe, and the Middle East, highlighting the products growing global relevance.

Consolidated Audited Financials for the FY 2024-25

SBCL maintained a strong revenue performance, achieving 52,119.20 Lakhs on a consolidated basis this year. While slightly lower than the previous years 52,805.30 Lakhs, the company continued to demonstrate resilience in a dynamic market. On the profitability front, SBCL delivered impressive results, with Core EBITDA reaching 11,656.18 Lakhs, reinforcing its ability to drive operational efficiency. Additionally, net profits at 7,705.53 Lakhs this year, reflecting solid financial management and strategic execution. SBCL remains committed to sustainable growth and profitability in the years ahead.

EXPANSION

We witness capacity expansion in across all phases of innovation. Our joint venture and association 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.

Towards a significant strategic move and commitment Europe a key regional growth frontier. Shivalik Bimetal Controls Limited has taken a bold step in expanding its footprint in Europe by establishing a wholly-owned subsidiary in Italy. This strategic move enhances operational agility, allowing the company to engage more effectively with the market while optimizing cost efficiency by eliminating agency commissions. By leveraging its dual expertise in Shunt and

Bimetal products, Shivalik is well-equipped to strengthen its market position and drive profitability across the initiative underscores the companys commitment to growth and innovation in a key strategic frontier.

PERFORMANCE OF THE JOINT VENTURE / WHOLLY OWNED SUBSIDIARY COMPANIES

As of March 31, 2025, the Company has three wholly owned subsidiaries and one joint venture. In accordance with Section 129(3) of the Companies Act, 2013, a statement summarizing the key financial details of the Companys subsidiaries and joint ventures, presented in Form AOC-1, is attached as Annexure-A. Furthermore, pursuant to Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with relevant documents and separately audited accounts of its subsidiaries, are accessible on the Companys website. The Company remains committed to transparency and will provide the annual accounts of its subsidiaries, along with detailed related information, to shareholders upon specific

The key highlights of the Wholly Owned Subsidiary and Joint Venture Companies are outlined below:

a) Joint Venture Company

i) Innovative Clad Solutions Private Limited For the financial year ended March 31, 2025, the Company demonstrated resilience, achieving a turnover of 15,543.53 Lakhs. While slightly lower than the previous years 19,189.38 Lakhs, this reflects the Companys ability to navigate a dynamic . business environment while maintaining operational saw a positive trajectory, standing stability. Additionally, the profit after tax stood at 1,005.67 Lakhs, showcasing sustained and a strong foundation for future growth. The Company remains committed to strategic initiatives that will drive long-term value and strengthen its financial position.

b) Wholly Owned Subsidiary Companies i) Shivalik Engineered Products Private Limited For the financial year ended March 31, significant growth, with the Company achieved turnover rising to 7,179.07 Lakhs an increase of 19.99% from 5,983.42 Lakhs in the previous year. Additionally, the profit after tax saw remarkable improvement, reaching 351.88 Lakhs, reflecting a 73.37% increase from 202.97 Lakhs in the to previous year. This strong financial performance underscores the Companys strategic execution, operational efficiency, and ability to capitalize on market opportunities. With sustained momentum, the Company is well-positioned for continued success.

ii) Shivalik Bimetal Engineers Private Limited For the financial year ended March 31, 2025, the Company navigated a challenging year. The turnover stood at 18.65 Lakhs, reflecting a transitional phase compared to 100.00 Lakhs in the previous year. Additionally, the profit after tax reached 5.74 Lakhs, demonstrating the Companys commitment to efficiency and adaptability in evolving business conditions. With a focus on strategic growth and innovation, the Company continues to build a strong foundation for future success. iii) Shivalik Bimetals Europe SRL (Limited Liability Company) in Italy, Europe. (incorporate on October 10, 2024 and registered on October 21, 2024) For the financial year ended March 31, 2025, the Company achieved a turnover of 95.12 Lakhs and the profit after tax for the year amounted to 0.43 Lakhs.

DIVIDEND

The Board of Directors of the Company had approved a Dividend Distribution Policy, in accordance with 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/about-us.php?pageId=32

In terms of the policy, equity shareholders of the Company may expect dividend, if the Company has surplus funds and after taking into consideration the relevant internal and external factors enumerated in the policy for declaration of dividends.

Under this policy, the Company maintains a dividend payout range of 5% to 20% of the annual profit Standalone Financials, In line with this commitment, for the year 2024-25, the Board of Directors declared an interim dividend of 1.20/- per equity share (60% of the nominal value) in its meeting on February 12, 2025, with a total payout of 6.91 Crores, which was successfully distributed on February 28, 2025.

Further reinforcing shareholder returns, the Directors have proposed a final dividend of 1.50/- per equity share (75% of the nominal value) for the financial year ended March 31, 2025, subject to approval at the annual general meeting, this final dividend will entail a cash outflow of 8.65 Crores.

With this, the total dividend per equity share for FY 2024-25 stands at 2.70/- (135% of the nominal value), amounting to a total dividend payout of 15.56 Crores. This dividend policy reflects the Companys unwavering focus on financial strength, sustainable growth, and value creation for its stakeholders.

The Board of Directors has decided to retain the entire amount of Profitin the Profit & Loss account. Accordingly, the company has not transferred any amount to the "Reserves" for the year ended March 31, 2025.

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, 2025, remained at 15,00,00,000 (Rupees Fifteen Crore Only) consisting of 75000000 (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 57604200 (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 nor sweat equity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has maintained a structured approach to board governance and leadership transitions in accordance with Section 152 of the Companies Act, 2013 and its Articles of Association. At the forthcoming 41^st Annual General Meeting, Mr. G S Gill will retire by rotation and has offered himself for re-appointment, with the proposal included in the AGM notice for shareholder approval.

During FY 2024-25, the Company strengthened its leadership team with the appointment of Mr. Kabir Ghumman (DIN: after tax on 01294801) as Whole Time Director and Mrs. Sukrita Goyal (DIN: 07576423) as Non-Executive Independent Director, effective August 29, 2024, following the Annual General Meeting on September 26, 2024, for a term of

The Company extends its deepest appreciation to Mrs. Harpreet Kaur (DIN: 07012657) and Mr. S. S. Sandhu (DIN: 00002032), who stepped down as Directors on October 28, 2024, and November 6, 2024, respectively. Their invaluable contributions and leadership have been instrumental in the Companys growth.

Following these changes, the Board of Directors, in its meeting on November 6, 2024, appointed Mr. Sumer Ghumman (DIN: 00705941) as an additional director and Mr. Narinder Singh Ghumman as Chairman of the Board. As part of this transition, the Board reconstituted key committees, including the Audit Committee, Stakeholder Relationship and Share Transfer Committee, Corporate Social Responsibility Committee, and Risk Management Committee, ensuring efficient oversight

Further strengthening leadership, at the Extraordinary General Meeting held on January 31, 2025, the Company appointed Mr. Sumer Ghumman as Whole Time Director, elevated Mr. Kabir Ghumman as Managing Director, and redesignated Mr. Narinder Singh Ghumman as Whole Time Director for a five-year term, effective January 31, 2025.

Subsequently, on February 12, 2025, the Board again reconstituted the Audit Committee, Stakeholder Relationship and Share Transfer Committee, and the Corporate Social

Responsibility Committee to align with its evolving business needs.

The revised committee compositions are detailed in the Corporate Governance Report.

Further, the board of director(s) in its meeting held on August

13, 2025 on recommendation of Nomination & Remuneration Committee proposed to appoint Dr. Shrikant Baldi (DIN: 01763968) as a Non-Executive Independent Director of the Company.

Accordingly, a Special Resolution, proposing the appointment of Dr. Shrikant Baldi, as Non-Executive Independent Director of the Company forms part of the Notice of the 41^st AGM of the Company.

Throughout the year under review, the Companys Non-Executive Directors maintained transparent governance, with no pecuniary relationships or transactions with the

Company, apart from sitting fees for attending Board and

Committee meetings.

With these leadership developments, the Company remains focused on strong governance, strategic expansion, and sustained success.

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(AppointmentandQualification of Directors) Rules, 2014, 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

In accordance with the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015, the Board conducted its annual performance evaluation, ensuring robust governance and operational effectiveness. This comprehensive assessment covered the Boards overall performance, individual Directors, and various Committees, following the structured evaluation framework recommended by the Nomination and Remuneration Committee.

To facilitate this process, structured assessment forms were employed, examining key aspects such as Board structure, meeting efficiency, strategic direction, governance practices, financial reporting, internal controls, and risk management. The evaluation of Committees was based on their mandated terms of reference, effectiveness, and engagement, including their meeting frequency and contributions.

For individual Directors, the assessment focused on their engagement, contributions, and objective judgement, while Executive Directors were evaluated on leadership qualities, strategic planning, communication, and Board engagement. The Chairmans evaluation was centered around the core responsibilities of his role, ensuring effective leadership and decision-making.

The performance evaluation of Independent Directors was conducted by the entire Board, while the assessment of the Chairman, Board as a whole, and Non-Independent Directors was carried out separately by the Independent Directors at their designated meeting.

Following this thorough review, the Board of Directors expressed satisfaction with the evaluation process, reaffirming their commitment to strong governance, leadership excellence, and continuous improvement.

NUMBER OF MEETINGS OF THE BOARD

During the year, 08 (Eight) 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 Regulation.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013, read with the 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 43^rd AGM to be held in the year 2027. There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the year ended March 31, 2025. 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., Practising Company Secretaries, as Secretarial Auditor to carry out the Secretarial Audit of the Company for the financial year 2024-25. The Report given by the 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, Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, based on the recommendation of the Audit Committee, the Board has recommended the appointment of M/s R. Miglani & Co., Practising Company Secretaries, a peer reviewed firm 2392/2022), as the Secretarial Auditors of the Company for a first 2025 to March 31, 2030 subject to the approval of the Members in the ensuing AGM.

M/s R. Miglani & Co, Practising Company Secretaries have confirmed their eligibility and qualification required under the Act for holding the office, as the Secretarial Auditors of the Company in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.

Accordingly, an Ordinary Resolution, proposing the appointment of M/s R. Miglani & Co, Practising Company Secretaries, as Secretarial Auditor of the Company forms part of the Notice of the 41st AGM of the Company. or employees of the Company. Therefore, no 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., PracticingCompany Secretaries undertaken secretarial audit of the material subsidiary of the Company i.e., Shivalik Engineered Products Pvt. Ltd. for the FY 2024 25. The Audit Report confirms that the material subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Report of the Secretarial Audit is annexed herewith as Annexure B(2).

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year. The AnnualSecretarial Compliance Report has been submitted to the Stock Exchanges on May 29, 2025 which is within 60 days of the end of the financial year ended March 31, 2025.

c) Cost Auditor

The Company is required to maintain the cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 read with companies (Cost Records and Audit) Rules, 2014. Accordingly, such accounts and records are made and maintained by the Company. The cost audit for the financial year ended March 31, 2025, was conducted by Mr. Ramawatar Sunar, Cost Accountants, (FRN: 100691) and as required, the cost audit report was duly filed with or adverse remark. 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 2025-26. 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 (PR No. be paid to Mr. Ramawatar Sunar, subject to ratification by the Companys shareholders at the AGM, has been term of five consecutive years, from April 1, 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 41^st Annual General Meeting.

Reporting of frauds by Auditors

During the financial year 2024-25 and in terms of section 143(12) of the Act, the Statutory Auditors,Secretarial Auditor and Cost Auditor of the Company have confirmed event indicating the commitment of any fraud by the officers reporting under the said provision was required.

SECRETARIAL STANDARDS

Your Company is in compliance with the revised SecretarialStandards 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 identification, evaluation, prioritization and mitigation of all internal and external risks. The findings are reported to the Board & Risk Management Committee (RMC). The Board and the RMC play an important role to ensure all the relevant risk factors, are considered by the management, and a strategy is in place to mitigate risks to the 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 Financial Control System commensurate with the size, scale and complexity of its operations. 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, which reports to the Audit Committee of the Board on a periodic basis.

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

During the reporting year, Internal Financial Controls laid down 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 for ensuring proper and efficient conduct of its business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Statutory Auditors have also given unmodified audit opiniononadequacyof internalfinancial of healthcare, education, environment control systems with reference to financial statements.

CORPORATE GOVERNANCE REPORT

At Shivalik, we ensure that we evolve and follow the corporate governance guidelines and best practices diligently, 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 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 which is 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 which are foreseen and repetitive in nature. Omnibus approval in respect of transactions which are not routine, or which cannot be foreseen or envisaged are also obtained as permitted under the applicable laws.

The details of transactions proposed to be entered withRelated Parties are placed before the Audit Committee for approval on an annual basis before the commencement of the financial year. Thereafter, a statement containing the 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 of the Committee 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, there are no transactions that are required to be reported in Form AOC-2. However, you may refer to Related Party transactions in Note No. 43 of the Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, the Company has been undertaking and participating in the socially important projects inthe fields rural development, among others.

The Company has also framed a CSR Policy in accordance with the provisions of the Companies Act, 2013 and 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/about-us. php?pageId=32

The Annual Report on the CSR activities undertaken by the Company during the financial prescribed format 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 theCompanies (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

Your company is reporting on the said requirement and giving an overview of the initiatives taken bytheCompany its compliance from an environmental, social and governance perspective in a separate section of the Annual Report and 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 Credit Rating Agency CRISIL has reaffirmed assigned to various bank facilities of the company as per below: -

Rating Action

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

STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF 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/about-us.php?pageId=32

During the Financial Year 2024-25 complaints status as per below:

Number of Complaints filed financial year	Number of complaints disposed off during the year and	Number of complaints pending as on end of the financial year
Nil	Nil	Nil

The said disclosure is in line with the Companies (Accounts) Second Amendment Rules, 2025.

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961 with the provisions Thecompanyconfirms of the Maternity Benefit Act, 1961. All eligible employees are granted maternity leave and related benefits as per the statutory requirements, and the organization remains committed to maintaining a supportive and inclusive workplace.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has a well-established whistle blower policy as part of vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of its ratings conduct or ethics policy. This mechanism also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle blower policy is available on the Companys website at the following link https://www. shivalikbimetals.com/about-us.php?pageId=32

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

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

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.

During the financial year 2024-25, no such valuation done and transaction took place with regard to any one-time 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 are 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 end of the financial year and of the profit and loss of the Company for the year ended on March 31, 2025;

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; types d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial 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 on March 31, 2025, the Board of Directors comprised 9 Directors, of which 3 are Executive Directors and 1 Non-Executive Director. The number of Independent Directors is 5 (Five) including two-women Independent directors.

The policy of the Company on Directors appointment, including criteria for determining qualifications, 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 replacing older drives with newer drives that are application specific with correcting rating.

As much as possible all new motors installed areofenergyefficient

Conventional light replaced with LED Lights Optimizing the resource consumptions and minimizing wastages by automations 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: 217.91 Lakhs.

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

• Continuous improvements in custom-built machines for automatic inspection of components.

• Ongoing implementation of additional automated systems for high-speed measurement and dimensional verification.

• Progressive integration of artificialintelligence in automotive inspection machines.

• Research activities underway to enhance the performance of resistive alloys.

• Development efforts in progress to achieve indigenous sourcing of component alloys used in bi-metals. ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

• Continued efforts towards reducing internal rejections and minimizing external customer complaints.

• Ongoing measures to further reduce production lead time.

• Sustained focus on enhancing production efficiency.

• Continuous development of new products in line with market demands.

• Ongoing development, validation, and refinement 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: Nil

Recurring Expenditure: 432.14 Lakhs

Total: 432.14 Lakhs

Total R & D expenditure as a percentage of total turnovers: 0.99%

(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	23,588.22 Lakhs
ii) Expenditure FC	18,687.70 Lakhs
iii) Expenditure in FC (Capex)	653.39 Lakhs
iv) Investment in Subsidiary	8.86 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

There have been no material changes and 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 this report.

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in the Report on Corporate Governance forming 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 as well as the Government of India. The Directors also thank the banks, shareholders, suppliers, dealers and in particular the valued customers for their trust and patronage.

For Shivalik Bimetal Controls Limited

Sd/-

N S Ghumman

Chairman & Whole Time Director

DIN:00002052

Place : New Delhi

Date : 13.08.2025

Registered Office:

16-18, New Electronics Complex, Chambaghat, Distt .

Solan, Himachal Pradesh - 173213

CIN: L27101HP1984PLC005862

E-mail: investor@shivalikbimetals.com