Shivalik Rasayan Ltd Directors Report

The Companys internal financial controls framework is based on the "three (3) lines of defence model". The Company has laid down Standard Operating Procedures, policies and authorities to guide the operations of the business. Process owners are responsible for ensuring compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The statutory and internal auditors undertake rigorous testing of the control environment of the Company.

The Audit Committee reviews the adequacy and effectiveness of the Companys internal controls environment and monitors the implementation of the audit recommendations including those relating to strengthening of the Companys risk management policies and systems. The ultimate objective being a zero-surprise risk-controlled organization.

These internal financial controls help to put in place checks on the implementation of the internal financial controls, policies and procedures that are adopted by the Company for ensuring an orderly and efficient conduct of its business. These internal financial controls help in safeguarding assets, prevention and detection of frauds and/or errors, maintaining the accuracy and completeness of the accounting records.

a. Statutory Auditors- At the Forty Fifth (45th) Annual General Meeting held on September 29, 2023 appointed M/s Rahul Chaudhary & Associates, Chartered Accountants (Registration Number 033971N) as Statutory Auditors of the Company till the conclusion of Fiftieth (50th) AGM.

The report of the Statutory Auditor forms part of the Integrated Report and Annual Accounts for 2024-25. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Statutory Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

b. Secretarial Auditor-The Board of Directors of your Company has appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure "B".

In accordance with the SEBI Listing Regulations, the Board of the Company has appointed. M/s. AMJ & Associates, a Peer reviewed firm, as the Secretarial Auditors of the Company for conducting Secretarial Audit and issue the Secretarial Audit Report for a term of consecutive five (5) years from Financial Year April 01,2025 to March 31,2030, subject to the approval of the Members of the Company at the ensuing Annual General Meeting.

c. Internal Auditor- The Board of Directors of your Company has appointed M/s, Amar Sharma & Co., Chartered Accountants New Delhi as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2025-26..

d. Cost Auditors- The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s Cheena & Associates as the Cost Auditors of the Company.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors)

Rules, 2014, as amended, the remuneration of Rs. 75,000/- plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, a resolution to this effect forms part of the Notice convening the AGM.

The Governance, Corporate Secretarial and Legal functions of the Company ensure maintenance of good governance within the organization. They assist the business in functioning smoothly by ensuring compliance and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance. The Company has also adopted the governance guidelines on Board effectiveness to fulfill its responsibility towards its stakeholders.

A report on Corporate Governance together with Auditors certificate confirming compliance with Corporate Governance norms, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report along with Report on Management Discussion and Analysis as Annexure "C".

The Company has a comprehensive Risk Management framework that seeks to minimize the adverse impact on business objectives and capitalize on opportunities. The Company has implemented a mechanism for risk management and formulated a Risk Management Policy that is reviewed in line with the SEBI Listing Regulations framework. The Risk Management Policy was reviewed and amended during the year. The Policy provides for identification of risks and formulating mitigation plans. Major risks identified by business and other functions are systematically addressed through mitigation actions on a continuous basis.

The Risk Management Committee, chaired by an Independent Director, monitors the risks and their mitigation actions as well as formulating strategies towards identifying new and emergent risks.

Further, the Board is apprised of any actual/emergent risk that may threaten or\ impact the long-term plans of the Company. Such risks are linked to the audit universe and are also covered as a part of the annual risk-based audit plan.

The risk appetite of the organization is approved by the RMC and the Board and is aligned to the Vision of the organization. It is an important metric for governing all business actions and strategic decisions. The Risk appetite is driven by the following:

• Health and safety of our employees and the communities in which we operate are our prime concern and our operating strategy is focused on the above objective;

• Management actions are focused on continuous improvement;

• Environment and Climate Change impacts are assessed on a continuous basis and business decisions support systems including capital allocation, considers climate impact through the internal carbon pricing framework;

• The long-term strategy of the Company is focused on generating profitable growth and sustainable cash flows that creates long term stakeholder value

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company maintains a robust Whistleblower Policy that ensures transparency and accountability. Whistleblowers are granted direct access to the Chairperson of the Audit Committee should they wish to report any concerns related to unethical behavior, improper practices, fraud, or violations of laws, rules, or regulations.

There have been no instances where individuals have been denied access to the Chairperson for reporting such concerns. All cases reported under the Whistleblower Policy are presented to and reviewed by the Audit Committee.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on https:// shivalikrasayan.com/srl-policies/

The Company is committed to addressing the needs of the communities in which it operates, thereby maximizing societal value. Additionally, it conducts its business in a manner that generates a positive impact and enhances stakeholder value.

All RPTs are presented to the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on periodic basis for the transactions which are planned/ repetitive in nature. A statement giving details of all RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

The RPTs entered into during the year under review were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act read with the Rules framed thereunder and the SEBI Listing Regulations. Further, the Company did not enter into any contracts or arrangements with related parties in terms of Section 188(1) of the Act and no material related party transactions were entered into during the year under review.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of RPTs as per the prescribed format to the stock exchanges on a half-yearly basis.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure "F" in Form no AOC-2 and the same forms part of this report.

During the year under review, the Company has not made any investment. Further, the Company has not given any loan or corporate guarantee or provided any security during the year.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure "G" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https:// shivalikrasayan.com/srl-policies/

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of the Companies (Accounts) Rules, 2014.

We remain committed to reducing our environmental footprint. Prevention of the wasteful use of natural resources, consumption of water and energy, and the management of waste and hazardous materials have been the key enablers in our journey of environmental sustainability. We have embarked on a critical review of all our approaches towards energy and environmental conservation that will help us identify goals and action plans for the longer term.

1. During the year under review your Company has installed Scrubber at Dahej Unit-II to mitigate the effect of vapours in atmosphere. It sucks the Chemical Vapours and scrubs these vapours before releasing into air to protect the environment from chemical process.

2. Capital Expenditure is included in Fixed Assets and Capital Work in Progress and depreciation is provided at the respective applicable rates.

3. Expenditure incurred on R&D are as below:

Value of Imports & Exports in Foreign Currency

The Directors deeply appreciate and value the dedication, support, hard work, and commitment of all employees. Their continuous efforts in improving all functions and areas, along with the efficient utilization of the Companys resources, have been instrumental in achieving sustainable and profitable growth.

The Directors would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, Government authorities, farming community, business partners, shareholders, customers and other stakeholders. The Directors look forward to continuance of the supportive relations and assistance in the future.

(Information in respect of each subsidiary to be presented with amounts in Rs.)- NA

1. S. No.

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3. Reporting period for the subsidiary concerned, if different from the holding companys reporting period-

4. Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries.

5. Share capital-

6. Reserves Lakhs& surplus-

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1. Names of subsidiaries which are yet to commence operations- NA

2. Names of subsidiaries which have been liquidated or sold during the year.- NA Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

1. Names of associates or joint ventures which are yet to commence operations. NA

2. Names of associates or joint ventures which have been liquidated or sold during the year. NA

Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies ( Appoint and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Kolhupani, PO. Chandanwari,

Dehradun- 248007

We have conducted the secretarial audit of the compliance of applicable statutory provision and the adherence to good corporate practice by SHIVALIK RASAYAN LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the SHIVALIK RASAYAN LIMITED books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representative during the conduct of secretarial audit, We hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2025 (Audit Period) complied with the statutory provision listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by SHIVALIK RASAYAN LIMITED ("the Company") for the financial year ended on March 31,2025 according to the provisions of:

a. The Companies Act 2013 (The Act) and the rules made thereunder;

b. The Securities Contract (Regulation) Act, 1956 (SCRA) and the Rules made thereunder;

c. The Depository Act, 1996 and the Regulations and Byelaws framed thereunder;

d. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

e. The following Regulation and Guidelines prescribed under the Securities Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulation 2011;

(b) The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India

(Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity Share) Regulations, 2021; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India

(Issue and Listing of Non-Convertible Securities) Regulation, 2021; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulation, 1993 regarding the Companies Act and dealing with client;

(g) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 2018; (Not applicable to the Company during the audit period)

We have examined compliance with the applicable clauses of the following:

(a) Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meeting.

(b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. Other laws specifically applicable to the Company, as identified and compliance whereof confirmed by the management of the Company:- The Factories Act, 1948

- The Insecticides Act,1968

- The Environment Protection Act,1986

- The Indian Boilers Act,1923

We have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standard issued by The Institute of Company Secretaries of India.

(b) The Listing Agreement Entered into by the Company with Stock Exchanges read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We report that during the Audit Period, the Company has confirmed compliance with the provisions of the above- mentioned applicable laws.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in composition of the Board of Directors that took place during the period under review were carried out in compliance with provisions of the Act.

Adequate notice is given to all the directors to schedule the Board and Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda item before the meeting and for meaningful participation at the meeting.

All decision at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company has

- During the Year Mr. Harish Pande (DIN: 01575625), Mr. Arun Kumar (DIN: 07031730) and Mr. Kailash Gupta (DIN: 00147440), ceased to be an Independent Directors of the Company upon completion of 2 consecutive terms of 5 years each on August 13, 2024.

- In the Board Meeting Dated August 13, 2024 the Board of DirectorsoftheCompanyhasappointedMr.RamitMadan (DIN: 08071919), Mr. Sham Goel (DIN: 02183287) and Mr. Shaival Saurabh (DIN: 01971944) as an Independent Directors of the Company for the first term of five Consecutive years commencing from August 13, 2024 which were subsequently approved by the Members of the Company in 46^th AGM of the Company held on September 28, 2024.

- The Board of Directors of the Company at their meeting held on March 27, 2025, approved the allotment of 1,90,000 Equity Shares of face value of Rs.5/- each pursuant to the conversion of 1,90,000 Fully Convertible Warrants (Warrants), issued as on September 29, 2023, at an issue price of Rs.716/- each to Specified persons, by way of preferential allotment on a private placement basis and Consequent to the said allotment, the Paid-up Equity Share Capital of the Company stands increased to Rs.7,87,51,825/- divided into 1,57,50,365 Equity Shares of face value of Rs.5/- each.

This report is to be read with our letter of even date which is annexed as Annexure B-1 and form an integral part of this report.

ANNEXURE B-1

To,

The Members,

Kolhupani, PO. Chandanwari,

Dehradun- 248007

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness about the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have relied on the Statutory Auditors for the period under review, hence we have not verified correctness and appropriateness of financial record and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards, is the responsibility of Management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.