Shivam Chemicals Ltd Directors Report

completion of IPO, the paid-up share capital of the Company increased to Rs.16,98,70,000/-

4. Material changes and commitment between the end of the Financial year to which this Financial statements relate and the date of the report of the Board:

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 to which these financial statements relate and the date of this report.

There are following eventswhichoccurredbetweentheendoffinancialyear to which this report relate and the date of the report of the Board:

Resignation of Mr. Manish Tarachand Pande, Independent Director of the Company:

Mr. Manish Tarachand Pande has resigned from the post of, Independent Director of the Company with effect from 9^th April, 2025.

Ms. Rishita Taparia has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 20^th August, 2025.

5. Change in the nature of business:

The Company continues to be engaged in manufacturing of Hydrated Lime (Calcium Hydroxide) & a distributor of various products such as Poultry feed supplement, Feed Phosphates, Limestone Powder, etc. and there is no change in the nature of the business of the Company during the Financial year under review.

6. Dividend:

In view of strengthening its financial position, the Board of Directors of the Company is of the view to plough back the profits of the Company in to the business.

7. Share Capital:

The Authorised Share Capital of the is Rs.18,00,00,000/- (Rupees Eighteen Crore Only) divided into 1,80,00,000

(One Crore Eighty Lacs) equity shares of Rs. 10/- (Rupees Ten) each. There has been no change in the

Authorized Share Capital of the Company in the financial year.

The Company has paid up share capital of Rs.16,98,70,000/- (Rupees Sixteen Crore Ninety-Eight Lacs Seventy Thousand Only) divided into 1,69,87,000 (One Crore Sixty-Nine Lacs Eighty-Seven Thousand equity shares of

Rs. 10/- (Rupees Ten Only) each, as on 31^st March, 2025.

8. Utilization of IPO Fund:

The Initial Public Offer fund has been utilized for the purpose for which it is raised and the Company has no outstanding amount as on date.

9. Transfer to reserves:

Your Directors do not propose to carry any amount to any reserves, during the Financial year.

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

There were no unclaimed or unpaid deposits as on 31^st March, 2025.

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year ended 31^st March, 2025 is available on the Companys website and can be accessed at https://www. shivamchem.com.

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2024-2025.

As per regulation 15(2) of the SEBI(LODR) Regulations, 2015, the Compliance with respect to the Corporate Governance provisions shall not apply in respect of the following class of the Companies: a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous Financial year; b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the Financial Year 2024-2025.

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017. As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial statements beginning with period on or after 1^st April, 2017.

The Board received declarations from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company are disqualified under the provisions of the

Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, two Executive Directors and Two Non-Executive Independent Directors.

The details are as follows:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors

Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the Financial Statements for the Financial year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) The Directors had selected such accounting policies and applied them consistently and made judgments 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 31^st March, 2025 and of the Profit and Loss of the Company for that period; (iii) The Directors had taken proper and sufficientcare 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; (iv) The Directors had prepared the Financial Statements on a going concern basis; (v) The Directors 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) 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.

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by Directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the

Companies Act, 2013.

During the Financial Year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial year 2024-25.

As members must be aware that pursuant to provisions of section 139 of the Companies Act, 2013, M/s PSRD and Co., Chartered Accountants, were appointed as Statutory Auditors of the Company for period of five years commencing from the conclusion of 14^th Annual General Meeting till the conclusion of 19^th Annual General Meeting.

Statutory Auditors comments on the Annual Financial Statements of the Company for the year ended 31^st March, 2025, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the Company for the year under review.

As per Auditors report, no fraud u/s 143(12) has been reported by the Auditor.

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the Financial Year 2024-25. The Report of the Secretarial Auditor for Financial Year 2024-25 is annexed to this report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

Pursuant to per Section 138 of the Companies Act, 2013 of the Companies Act, 2013, M/s. Bharat Kanakia &

Associates, Chartered Accountants, was appointed as the Internal Auditor of the Company.

As on 31^st March, 2025 the Company has Shivam Chemicals and Minerals Private Limited as 100% subsidiary company, details of which are provided in form AOC-1 attached as annexure - 1.

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report (MDA) is attached Annexure - 2.

The Company affirm that it has duly complied with all the provision of Maternity Benefits to eligible woman employees during the year.

The Company had received a declaration from all the Independent Director of the Company confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board,theyfulfilthe conditions of independence as specified in the Act and the

Listing regulations and are independent of the management.

With reference to Clause VII of Schedule IV to the Companies Act, 2013 it is provided that a separate meeting of Independent Directors should be held at least once in a year. Accordingly, there was a separate meeting of the Independent Directors held on 29^th May, 2024. The meeting was chaired by Ms. Himani Bhootra.

The valuable inputs, as provided by the Independent Directors were noted and implemented in the forthcoming meetings.

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its Committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

Board Meeting & Shareholders Meeting:

The Board meets at regular intervals to discuss and decide on Companys business policy and strategy apart from other Board business. The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board/ Committee meetings was circulated to all the Directors as per the Provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year under review the Board of Directors duly met 6 times with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. The dates of the Board Meeting are mentioned below:

The Annual General Meeting of the Company held on 9^th September, 2024 for the Financial Year 2023-24.

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board. i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee iv. Corporate Social Responsibility Committee

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies

Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

The scope and terms of reference of the Audit Committee is in accordance with the Act and the SEBI (LOBR) Regulations, 2015.

The Audit Committee comprised of:

During the Financial year ended on 31^st March 2025, 4 (Four) meetings of the Audit Committee were held on dates as mentioned below:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the "NRC Committee") comprised of:

During the Financial year ended on 31^st March 2025, 1 (one) meetings of the NRC Committee were held on dates as mentioned below:

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee comprises of:

The Committee met 1 time on 13^th November, 2024 during the financial year.

During the financial year the Company was not required to spend any amount towards Corporate Social Responsibility as the profits for the financial year ended 31 ^st March, 2024 were below the threshold limit of Rs.5 Cr. for applicability of CSR. Whereas the Company have constituted a Corporate Social Responsibility Committee and the Committee consists of Independent Directors and Directors of the Company as listed below:

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and

Outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule, 8 of The Companies

(Accounts) Rules, 2014, is as below:

During the Financial year under review the Company has entered into related party transactions and the details as per provisions of section 134(3)(h) of the Companies Act, 2013 read with provisions of rule 8 of the

Companies (Accounts) Rules, 2014, are as follows: