Shivam Autotech Ltd Directors Report

BOARDS REPORT

Dear Members,

Your Directors are pleased to present before you, the 20^th Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2025.

Financial Highlights

The Companys financial performance, for the year ended March 31, 2025 is summarized below:

		Rs. In Lakhs
	Year Ended
Particulars	March 31 ,2025	March 31, 2024
Revenue from Operation	45,398.28	46,966.42
Other Income	250.42	394.19
Total income	45,648.70	47,360.61
Expenses
(a) Cost of materials consumed	16,915.91	18,409.30
(b) Changes in inventories of finished goods and work in progress	(627.79)	(227.79)
(c ) Consumption of stores & spares	4,152.88	4,242.75
(d) Employee benefits expense	5,706.46	5,866.51
(e) Depreciation and amortization expenses	3,317.90	3,595.70
(f) Job work charges	2,093.13	2,115.90
(g) Finance Cost	5,940.62	5,770.35
(h) Other expenses	12,716.77	12,299.95
Total expenses	50,215.88	52002.67
Profit / (Loss) before tax	(4,567.18)	(4,642.06)
Total Tax Expense	237.01	376.50
Net Profit / (Loss) after tax for the period	(4,804.19)	(5,018.56)
Other Comprehensive Income	63.84	(50.36)
Total comprehensive income / (Loss) for the period	(4,740.35)	(5,068.92)
Earning per Share (Basic) (in INR)	(3.89)	(4.11)
Earning per Share (Diluted) (in INR)	(3.89)	(4.11)

State of Companys Affairs and Future Outlook

During the financial year 2024-25, revenue from operations was Rs. 45,398.28/- lacs as compared to Rs. 46,966.42/- lacs in 2023-24, registering a decrease in 3.34%.

The Company remains optimistic about growth in the next financial year, as a credible recovery in the Indian economy and a positive momentum towards personal mobility is likely to further strengthen the demand for two-wheelers. The wide range of best-in-class products and consistent alignment of new technologies and services will also ensure Companys strong growth impetus.

Business Overview

Companys efforts to utilize its manufacturing facilities optimally have continued during the year. Aside from Hero Motocorp which continues to be the major customer of the Company, newly developed customers such as Hilti, Mando, Maruti, Denso and Others, their business has gained further traction during the year. Outlook for the coming year looks positive with further consolidation of Companys Business based on such wider pool of Customers.

By expanding the customer base company is de-risking the dependence on single customer. Four different plants in various parts of the country will enable company to cater its customer globally.

Transfer to General Reserve

During the year under review, the Company has not transferred any amount to General Reserves.

Dividend

Considering the state of economy and industry, the Board of Directors have not recommended any dividend for the financial year 2024-25.

Holding Company

The promoters of the Company i.e. Dayanand Munjal Investments Private Limited (DMIPL) hold 9,14,17,272 equity shares of Rs. 2/- each which represents 69.52% of the paid up equity capital of the Company.

Your company continues to be a subsidiary company of DMIPL.

Subsidiary Companies, Joint Ventures or Associate Companies

The Company neither has any subsidiaries, joint ventures or associate companies nor any company have become or ceased to be its subsidiaries, joint ventures or associate companies during the year under review.

Management Discussion and Analysis report

A detailed discussion on the business performance and future outlook forms part of Management Discussion and Analysis Report, which is separately attached as Annexure A to this Boards Report.

Board of Directors

a) Meeting of Board of Directors

A calendar of Meetings is prepared and circulated in advance to the Directors. During the Financial Year 2024-25, 8 meetings of the Board of Directors of the Company were held on 27^th May, 2024, 12^th August, 2024, 13^th November, 2024, 18^th January, 2025, 22^th January, 2025, 07^th February, 2025, 20^th February, 2025 and 13^th March, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 read with MCA General Circular No. 11/2020 dated March 24, 2020 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations") read with SEBI Circular SEBI/HO/ CFD/CMD1/CIR/P/2020/3 dated March 19, 2020 & SEBI/ HO/CFD/CMD1/CIR/P/2020/110 dated June 26, 2020. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

b) Appointment/re-appointment of Directors

Mrs. Charu Munjal, (DIN: 03094545) whole Time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. A resolution seeking shareholders approval for her re-appointment forms part of the Notice.

During the year under review, pursuant to the provisions of Section 196, 197, 198 & 203 read with Schedule V of the Act read with rules made thereunder, the members of the company have approved the reappointment of Mr. Neeraj Munjal (DIN: 00037792) Managing Director of the Company for a further period of five years with effect from April 01, 2026 upto March 31, 2031.

The notice convening the meeting sets out the details of his re-appointment.

c) Changes in Directors and Key Managerial Personnel

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority as required under the Circular dated 20^th June, 2018 issued by The BSE Limited and The National Stock Exchange of India Limited.

Brief resume and other details of directors who is proposed to be re-appointed as a Director of your Company, have been furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

The appointment/re-appointments form part of the Notice of the Twentieth Annual General Meeting and the relevant resolutions are recommended for your approval.

Key Managerial Personnel

Mr. Neeraj Munjal (DIN: 00037792), Managing Director & CEO, Mrs. Charu Munjal, (DIN: 03094545) as a whole Time Director, Mr. Devendra Kumar Goyal, Chief Financial Officer, and Mr. Shakti Kant Mahana, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2025.

d) Committees of the Board

The Company has several Committees which have been established in compliance with the requirement of the relevant provisions of applicable laws and statutes. As on March 31, 2025, the Board has three committees: The Audit Committee, Nomination and Remuneration Committee and StakeholdersRelationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report, which forms integral part of the Boards Report.

e) Declaration by Independent Director

The Company has received necessary declaration from all Independent Directors under Section 149 (7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations that they meet the criteria of Independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16(1) (b) of SEBI Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.

f) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under the SEBI Listing Regulations, the Board is required to carry out an Annual Performance Evaluation of its own, Boards committees and Individual Directors on the criteria as recommended by the Nomination and Remuneration Committee of the Company.

The performance of the Board as a whole, its Committee(s) and Individual Directors including the Chairman of the Board, was evaluated by a questionnaire formulated by the Company.

The questionnaire was formulated based on the following criteria:

• The Board composition and structure,

• Effectiveness of board processes,

• Information and functioning, Knowledge & Skill

• Personal Attributes,

• The composition of committees,

• Effectiveness of committee meetings,

• The contribution of the individual director to the Board and committee meetings

• Preparedness of Directors on the issues to be discussed,

• Meaningful and constructive contribution of Directors and their inputs in meetings

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board as a whole was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of the Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated. The performance evaluation was found satisfactory.

g) Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act 2013 and SEBI Listing Regulations, a separate meeting of Independent Directors was held on March 11,2025. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

h) Policy on Directors remuneration and other details

The Companys policy on Directors remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Boards report.

Statutory Auditors and Auditors Report

Pursuant to Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in 12^th Annual General Meeting ("AGM") M/s NSBP & Co., Chartered Accountants, New Delhi (Firm Registration no. 001075N) were appointed as the Statutory Auditor of the Company for a second term of 5 consecutive years at the 17^th Annual General Meeting of the Company to hold the office upto the conclusion of the 22^nd AGM of the Company to be held in the financial year 2026-27.

Explanation to Auditors Remarks

The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation. The Auditors Report does not contain any qualification, reservation or adverse remark. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

Share Capital

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2025 as-

		(In Lacs)
Authorised Share Capital	As at March 31, 2025	As at March 31, 2024
22.00. 00.000 (previous year- 15.00. 00.000) equity shares of Rs. 2 /- each	4400.00	3000.00
Issued, Subscribed and Fully Paid Up
131495219 (previous year- 12,22,22,222) equity shares of Rs 2/- each	2629.90	2444.44
Total	2629.90	2444.44

During the year the Company has increased its Authorised Share Capital from Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 15,00,00,000 (Fifteen Crores) equity shares of Rs.2/- (Rupees Two) each to Rs.44,00,00,000/- (Rupees Forty- Four Crores only) divided into 22,00,00,000 (Twenty-Two Crore) equity shares of Rs.2/- (Rupees Two) each ranking pari-passu with the existing equity shares in the Company with the approval of shareholders through postal ballot dated February 22, 2025.

During the year under review, the Company at its board of director meeting held on February 20, 2025, approved the allotment into 92,72,997 (Ninety-Two Lakh Seventy- Two Thousand Nine Hundred Ninety-Seven) fully paid-up equity shares as per the terms of conversion of Optionally Convertible Debentures into equity shares.

Deposits

During the year, the Company has not accepted any fixed deposit.

Finance

Cash and cash equivalent as at March 31, 2025 was 21.92 lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Transfer to Investor Education and Protection Fund

During the Financial Year under review, your Company has not require to transferred unpaid/ unclaimed dividend, to the Investor Education and Protection Fund (IEPF) of the Central Government of India.

Secretarial Auditor and Secretarial Audit &Compliance Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Yogesh K & Associates, a proprietorship firm of Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024-25. Secretarial Audit Report in prescribed format MR-3 are annexed as Annexure - D to this Boards Report.

Further, pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has obtained Secretarial Compliance Report from Practising Company Secretary on compliance of all applicable SEBI (Listing Obligations and Disclosure requirements), Regulations 2015 and circulars/guidelines issued thereunder and the copy of the same has been submitted with the Stock exchanges within the prescribed due date.

Explanation to Secretarial Audit Report

The Management response to the qualification, reservation or adverse remarks in Secretarial Audit Report are as below:

1. DISCLOSURE OF RELATED PARTY TRANSACTIONS (RPTs):	With reference to the observation, it is respectfully submitted that pursuant to Regulation 23(9) of SEBI (LODR)
As per Regulation 23 (9) of SEBI (LODR), 2015, the Company is required to disclose RPTs on in every 6 Months basis within specified time from closure of board meeting in which financial were approved.	Regulations, 2015, the Company duly disclosed the Related Party Transactions for the half year ended 31st March, 2024 on 28th May, 2024, i.e., immediately after the Board Meeting held on 27th May, 2024.
The Company has approved the half yearly financial statement for the period ended on 31st March, 2024 on 27th day of May, 2024. Disclosure should be given within specified time from 27th day of May, 2024, being the date of Board Meeting.	The said fine has been paid without prejudice and purely in the spirit of regulatory compliance, and the Company shall ensure stricter adherence to disclosure timelines in future.
Intimation was given on 28th day of May, 2024. BSE and NSE both have imposed fine of Rs. 5,900 each. The company has paid the fine.
2. IN-PRINCIPLE APPROVAL UNDER REGULATION 28 (1) OF SEBI (LODR) REGULATIONS, 2015:	With reference to the observation, it is respectfully submitted that the issuance of Optionally Convertible
The Company has issued optionally convertible debentures on a private placement basis during the period previous to the period under review, in-principle approval from stock exchanges has not been Obtained	Debentures (OCDs) on a private placement basis to India Credit Opportunities Fund II, a scheme of India Credit Opportunities Trust, involved initial challenges in identifying the ultimate beneficial owner (UBO).
as required under Regulation 28 (1) of SEBI (LODR) Regulations, 2015.	To address this, the Company undertook ratification of UBO disclosures through a postal ballot dated 21st December, 2024. Subsequently, upon receipt of notices from NSE and
NSE and BSE both imposed fine on the listed entity dated on 14th December, 2023 and 15th April, 2025 respectively.	BSE regarding non-compliance under Regulation 28(1) of SEBI (LODR) Regulations, 2015, the Company paid the penalties levied, without prejudice.
Application rejected by NSE & BSE. NSE imposed fine of Rs. 59000 (imposed in 2023-24) BSE imposed fine of Rs. 59000 (imposed on 15th April, 2025).	The Company has since strengthened its internal review and compliance mechanisms to prevent such instances in future.
3. ADVISORY LETTER ISSUED BY NSE: NSE has issued Advisory Letter for non-compliance of the proviso Regulation 167(2) under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.	With reference to the observation, it is respectfully submitted that the deviation in compliance under Regulation 167(2) of SEBI (ICDR) Regulations, 2018 regarding lock-in of 250 unlisted secured Optionally Convertible Debentures was inadvertent and without malafide intent. The Board has duly taken note of the advisory issued by NSE and necessary steps are being taken to ensure strict compliance going forward
NSE has Observed that 250 unlisted secured Optionally Convertible Debentures were not kept under lock in resulting into non-compliance of proviso of Regulation 167(2) of SEBI (ICDR) Regulations, 2018.
4. The Company has, during the year under review, filed various e-forms beyond the due dates and with additional fee (ad valorem cost) as detail under:	The Company has filed all forms with applicable additional fees as per Section 403 of the Companies Act, 2013, and the Board has duly taken note of the same.
E-form MGT-7,E-Form, E-form AOC-4 XBRL, E-form CHG-9 filed vide SRN AA7585384, E- Form CHG-9 filed vide SRN AA7605792, E- Form DPT-3 filed vide SRN AA9203386, E-form MGT-14 filed vide SRN AA9764866, E-Form MR-1 filed vide SRN AB1584782 dated on AB1584782 for re-appointment of Mrs. Charu Munjal as whole-time director with effect from 01/06/2023 was filed with late fee of Rs. 7,200. the form was filed beyond 300 days, E-Form CHG-9 filed vide SRN AB2950632 and E- SH-7 filed vide SRN AB3150182

Audit Committee

The Audit Committee comprises mainly of Independent Directors and the composition is as under:

Mr. Sunil Chinubhai Bakil	: Chairperson
Dr. Anil Kumar Gupta	: Member
Mr. Yogesh Chander Munjal	: Member
Dr. Neetika Batra	: Member

The terms of reference of the Audit Committee are wide enough to cover the matters specified for the Audit Committee under Listing Regulations as well as Section 177 of the Companies Act, 2013; the detailed terms of reference are as mentioned in the Annexure B to this Board Report.

During the year under review, the Board has accepted all recommendation of Audit Committee and accordingly no disclosure is required to be made in respect of nonacceptance of the recommendation of the Audit Committee by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) has been constituted according to Section 178(5) of the Companies Act, 2013 and the composition is as under:

Mr. Sunil Chinubhai Vakil :	Chairperson
Dr. Anil Kumar Gupta :	Member
Mr. Yogesh Chander Munjal :	Member
Dr. Neetika Batra :	Member

The detailed terms of reference are as mentioned in the Annexure B to this Boards Report.

Nomination and Remuneration Policy and Remuneration to the Directors

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management Personnel including Key Management Personnel and affixing their remuneration. The salient features of the Nomination and Remuneration Policy and the details of remuneration under Section 197 of the Companies Act, 2013 paid to Directors are provided in Corporate Governance Report which forms integral part of this Report.

Business Risk Management

The Company has in place a robust risk management framework that identifies and evaluates business risks and opportunities. The Company recognises that these risks need to be handled effectively and mitigated to protect the interests of the shareholders and stakeholders, to achieve business objectives and create sustainable value and growth. The Companys risk management processes focus on ensuring that these risks are promptly identified and a mitigation action plan is developed and monitored periodically to ensure that the risks are being addressed accordingly. The Companys risk management framework operates with the following objectives:

• Proactively identify and highlight risks to the right stakeholders

• Facilitate discussions around risk prioritisation and mitigation

• Provide a framework to assess risk capacity and appetite;

• develop systems to warn when the appetite is getting breached

With a multi-sourcing strategy plan, your Company was able to successfully manage this risk.

The Company has maintained Debt Equity Ratio at 10.59 as compared to 6.90 from previous year

Further the Board has also identified the following risks:

Over dependence on few customer base, imposition of strict environmental / safety / regulatory regulations intensifying competition, declining margins, increase in raw material prices, economic downturn, inappropriate addressing of customer grievances, and risk of natural or manmade disasters.

In order to mitigate these risks, the Company has adopted the implementation of the risk management policy focusing on the elements of risks which in the opinion of the Board may threaten the existence of the company. We through qualitative products, regular improvement in productivity, controls over overhead and Labour cost, internal audit of environmental safety and regulatory compliance, IATF 16949 certification, TPM certification, capturing customer complaints and response to them, have effective risk mitigating plans.

Further, pursuant to Regulation 21(5) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, the Company has dissolved the Risk Management Committee, and the Risk Management System/policy of the Company is then to be looked after by the Audit Committee. The details of the same are mentioned in the Annexure B to this Boards Report.

Disclosure on Establishment of a Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a vigil mechanism through Whistle Blower Policy for directors and employees to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Companys code of conduct or ethics policy and to report their genuine concerns or grievances to the Vigilance and Ethics Officer. Your Company hereby affirms that no Director/ Employee have been denied access to the Chairman of the Audit Committee. The policy is available on the companys website www.shivamautotech.com.

Material Changes Affecting the Financial Position of the Company

There are 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 to which the financial statements relate and on the date of this report.

Your Company was able to raise the short-term/long term funds needed for its working capital related requirements at reasonable rates. The Company continues to focus on judicious management of its working capital.

Significant or Material Orders passed by the Regulators

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Changes in the Nature of Business

There is no change in the nature of the business of the Company during the Financial Year 2024-25.

Annual Return

In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, annual return of the Company for the Financial Year ended March 31,2025 is available under the I nvestors section of the Companys website www.shivamautotech.com.

Business Responsibility Report

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, mandates the top 1000 Listed Companies by market capitalisation to include Business Responsibility Report ("BR Report") in their Annual Report.

Your Company falls under the top 2000 Listed Companies by market capitalisation. Accordingly, a BR Report describing the initiatives taken by the Company from an environmental, social and governance perspective, does not forms part of this Report.

Particulars of Loan, Guarantees and Investments under Section 186 of the Companies Act, 2013

The Company has neither given any loans/guarantees / provided security nor have any investments been made by the Company under the provision of Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

All contracts /arrangements/transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Hence, requirement of Form AOC-2 as required under Section 188(1) of the Act is not applicable to the Company.

All related party transactions are placed before the Audit Committee for its approval. During the year under review, the Audit Committee approved transactions through the omnibus mode in accordance with the provisions of the Act and SEBI Listing Regulations.

During the year under review, the Company had not entered into any contracts /arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Suitable disclosure as required by the IND AS 24 has been made in the notes to the Financial Statements.

Conservation of Energy, Technology Absorption- Foreign Exchange Earnings and Outgo

The Company continues to use the latest technologies for improving the productivity and quality of its products and components. The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure - C to this Boards Report.

Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements

The Company believes that Internal Control is one of the key pillars of governance, which provides freedom to the management within a framework of appropriate checks and balances. The Company has a robust internal control framework, which has been instituted considering the nature, size and risks in the business.

Your company has adequate internal control for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations. The internal controls are complemented, on an on-going basis, by an extensive program of internal audits being implemented throughout the year. The internal controls are designed to ensure that the financial and other records of the company are reliable for preparing financial statements and other data for maintaining the accountability of assets in conformity with established accounting principles and that the assets of the company are adequately safe-guarded against any significant misuse or loss.

The Company has robust ERP systems based on SAP platform. This ensures high degree of systems-based checks and controls. The systems and processes are continuously improved by adopting best-in-class processes and automation and implementing the latest IT tools.

The Company also has an internal audit system which is conducted by an independent firm of Chartered Accountants. The same has also been verified by the statutory auditors who have reported that all the material internal financial controls exist during the financial year 2024-25. The internal audit plan is dynamic and aligned to the business objectives of the Company which is reviewed by the Audit Committee each quarter. Further, the Audit Committee monitors the adequacy and effectiveness of your Companys internal control framework.

Most importantly, the senior management sets the tone at the top of no tolerance to non-compliance and promotes a culture of continuous innovation and improvement.

IATF 16949/ISO 14001/ISO 45001 Accreditation

Your Companys manufacturing facilities are located at Binola, Haridwar, Kolar and Rohtak and we continue to maintain and uphold the prestigious IATF 16949:2016, ISO 14001:2015 and ISO 45001:2018 (Occupational Health & Safety Assessment Series) certifications from reputed leading Indian and International Certification Institutions. These certifications help in continuous improvements, besides emphasis being laid on prevention of defects, reduction of wastes, prevention of near misses and to ensure maximized customer delight.

Listing

Pursuant to Clause C(9)(d) of Schedule V of SEBI Listing Regulations, 2015, the shares of your Company are listed at The National Stock Exchange of India Limited and The BSE Limited, and pursuant to the SEBI Listing Regulations, the Annual Listing fees for the year 2025-26 have been paid. The Company has also paid the annual custodian fees for the year 2025-26 in respect of Shares held in dematerialized mode to National Securities Depository Limited (NSDL) & Central Depository Services Limited (CDSL).

The Company has complied with the requirements of Corporate Governance as stipulated under the SEBI Listing Regulations, as applicable.

Corporate Governance

Your Company is committed to follow the highest standards and principles of Corporate Governance with all integrity and fairness. The Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organisations corporate governance philosophy is directly linked to high performance. It has put in place an effective Corporate Governance system which ensures that provisions of the Act and SEBI Listing Regulations are duly complied with, not only in form but also in substance.

A certificate from the Practising Company Secretary regarding the compliance of the conditions of Corporate Governance by the Company as stipulated under Chapter IV of SEBI Listing Regulations is also attached to this Report.

Separate detailed chapters on Corporate Governance, additional Shareholder information and Management Discussion and Analysis are attached herewith and form part of this Report. Declaration by CEO that the Board Members and Senior Management Personnel have complied with the Code of Conduct for the financial year 2024-25 is annexed with this report.

Disclosures for Maintenance of Cost Records

Your company is not covered under subsection (1) of Section 148 of Companies Act, 2013 for maintenance of Cost records and accordingly such accounts and records are not required to be made and maintained.

Prevention of Sexual Harassment Cases

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules thereunder. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy.

The Company has constituted an "Internal Complaints Committee" under the POSH Act which is responsible for redressal of complaints related to sexual harassment. The Company aims at providing a workplace that enables employees to work without gender bias and sexual harassment.

The necessary disclosure in terms of requirements of SEBI Listing Regulations in this regard is given below:

a) Number of complaints filed during the financial year - Nil

b) Number of complaints disposed of during the financial year - N.A.

c) Number of complaints pending as at the end of the financial year - N.A.

Various workshops and awareness Programmes w.r.t. prevention of sexual harassment has been carried out during the FY 2024-25.

Directors Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, as amended, with respect to the directors responsibility statement, it is hereby confirmed:

(i) That in preparation of annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to the material departures;

(ii) That the directors of the company have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the losses of the Company for the financial year ended March 31, 2025;

(iii) That the directors of the company have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the directors of the company have prepared the annual accounts on a going concern basis.

(v) That the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Managerial Remuneration

The details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are provided in Corporate Governance Report attached as Annexure - B to this Boards Report.

Particulars of Employees

The information required under Section 197 of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure - E to this Boards Report.

Environment, Health & Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

The Company has taken an initiative to preserve environment by indulging in paper recycling activity. The paper recycling pertains to the processes of reprocessing waste paper for reuse. Recycling paper preserves trees and forests. Recycled paper serves as an environmental friendly resource for paper manufacturers, saving costs and energy.

The Company has recycled approx. 960 kgs of waste paper till March 31,2025, contributing in saving 17 nos. of trees.

The Company is committed to adhere to the highest standards of health and safety. It strives to provide its employees with a safe and healthy workplace. The Company continuous to focus on deploying behaviour based safety programmes and global safety standards across its locations. Its manufacturing units are certified with ISO-45001 (International Occupational health & safety management system and standards), abiding by the highest standards of safety.

The Company regularly conducts counselling and safety review meetings for the workers to appraise and educate them on the adoption of safety measures and avoidance of unsafe practices. Safe operating procedures, standards and systems have been laid down at all manufacturing locations. Prompt medical assistances are provided to its employees.

Human Resource Development

The Company believes that people who feel truly associated with the organisation are the ones who perform to their peak capability. As a core part of our business strategy, it is committed to providing an environment where all of its employees feel enabled and have a sense of belonging. The Company believes in greater diversity within the business will maximise collective capability, allowing leveraging the diversity of thought, and better reflecting and understanding the diverse customer base. This should, in turn, lead to better decision making and higher shareholder value.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations. Objective appraisal systems based on key result areas (KRAs) are in place for staff members.

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Companys thrust is on the promotion of talent internally through job rotation and job enlargement. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

Board Diversity Policy

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

Proceeding Under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC Code") during the year. Further, at the end of the year, Company does not have any proceedings related to IBC Code.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI Listing Regulations mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website www.shivamautotech.com.

(Web link- https://www.shivamautotech.com/cpage. aspxRs.mpaid=15&paidtrail=42)

Secretarial Standards

During the year under review, your Company had complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Acknowledgments

Your Companys organisational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilisation of the Companys resources for sustainable and profitable growth.

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government Authorities, Bankers, Customers, Suppliers and Business Associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Companys employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

The Board would like to reiterate its commitment to continue to build the organization into a truly world-class enterprise in all aspects.

	For and on behalf of the Board	For and on behalf of the Board
	Neeraj Munjal	Charu Munjal
Place: Gurugram	Managing Director	Whole Time Director
Date: August 14, 2025	DIN:00037792	DIN:03094545