Shivalik Rasayan Ltd

TO THE MEMBERS,

Your Directors have pleasure in presenting this Forty Sixth (46^th) Annual Report together with the Audited Financial Statements and Auditors' Report for the financial year ended on March 31, 2024.

(Rs. In Lakhs)

On a consolidated basis, the revenue for Financial Year 2024 was Rs. 27,298.25 Lakhs, higher by 16.43% over the previous year revenue of Rs. 23,444.65 Lakhs. The profit after tax

(PAT) attributable to shareholders was Rs. 1,812.97 Lakhs in Financial Year 2024 and Rs. 2,983.30 Lakhs in Financial Year 2023, thereby registering a decline of 39.22% over the last year PAT.

On Standalone basis, the revenue for Financial Year 2024 was Rs. 9,367.63 Lakhs, higher by 0.10% over the previous year revenue of Rs. 9,357.91 Lakhs. The profit after tax (PAT) attributable to shareholders for Financial Year 2024 was

Rs. 863.58 Lakhs registering a decline of 42.82% over the PAT of Rs. 1,510.45 Lakhs for Financial Year 2023.

Based on the Company's performance, the Directors have recommended a final dividend for the Financial Year 2023-24 on Equity Share Capital @ 10% [Rs. 0.50 Paise per equity share (nominal face value of Rs. 5/- each)]. The Dividend payout is subject to approval of shareholders in ensuing Annual General Meeting.

During 2023-24, SRL has purchased 2,00,000 Equity Shares of its Associate Company, Medicamen Biotech Limited from open market thereby increasing its stake to 42.99%.

Also, the report on the performance and financial position of its associate and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this report as Annexure "A"

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company & consolidated financial statements along with relevant documents are available on the website of the Company i.e. www.shivalikrasayan.com

During the year the Company has received funds for the conversion of 4,20,000 Warrants into Equity Shares which was issued at a price of Rs. 921/- per share to the persons belonging Promoter Category and Non- Promoter Category for setting up of Agro- Chemicals & Specialty Chemical Plant at GIDC Dahej III, Gujarat and other business-related requirements. All the funds was utilized by the Company at the end of financial year 2023-24.

The Board of Directors has decided to retain the entire amount of profits for 2023-24 in the retained earnings

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Mr. Suresh Kumar Singh and Dr. Vimal Kumar Shrawat retires by rotation and being eligible, offers themselves for re-appointment. A resolution seeking shareholders' approval for their re-appointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Also, during the year Dr. Akshay Kant Chaturvedi resigned from the post of Executive Director w.e.f. 18.09.2023. Pursuant to the provisions of Section 203 of the Act, the

Key Managerial Personnel of the Company as on March

31, 2024 are: Mr. Suresh Kumar Singh, Vice- Chairman &

Whole- Time Director, Dr. Vimal Kumar Shrawat, Managing

Director, Mr. Vinod Kumar, Chief Financial Officer

Parul Choudhary, Company Secretary.

Ten (10) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. Committees of the Board

As on March 31, 2024, the Board has 5 (Five) Committees.

Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, and Corporate Social Responsibility Committee. The details pertaining to the meetings and composition of the Committees of the Board are included in the Corporate Governance Report, which forms part of this Report

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: a) in the preparation of the Annual Financial Statements for the year ended on March 31, 2024 the applicable accounting standards have been followed. b) the Company have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as 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 of the Company for the year c) they 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. d) the annual financial a on-going concern basis. e) the proper Internal Financial Controls were in place and that the financial controls were adequate operating effectively.

f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors including the Chairman of the Board, was carried out as per the criteria and process approved by Nomination and Remuneration Committee, which is in line with the SEBI Guidance Note on Board Evaluation.

The Board andMs. discussed upon the performance evaluation outcome and concluded that they were satisfied with the overall performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfilmentof the independence criteria by the Independent

Directors of the Company and their independence from the management as specified in the Listing Regulations. The performance evaluation of the Non-Independent Directors and the performance of the Board as a whole was discussed at the separate meeting of the Independent Directors as well.

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programme are available on the website of the Company at https://shivalikrasayan.com/ srl-policies/

The Company's policy on appointment of Directors is available on the Company's website at www.shivalikrasayan. com. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the under review.

Corporate Governance Report, which is a part of this report and is also available on the Company's website at https:// shivalikrasayan.com/srl-policies/

The management team recognizes that robust internal controls are foundationalstatements have been prepared on to sound governance. Actions derived from consensus-based business strategies should operate within a structured system of oversight and balance. The leadership is dedicated to maintaining an internal were control environment proportionate to the business's scale and intricacy. This environment is designed to ensure adherence to internal protocols, compliance with pertinent laws and regulations, and the integrity and precision of financial records. It also aims to bolster operational efficiency, safeguard company assets, and aid in preventing and detecting fraud, inaccuracies, and anomalies, thereby substantially mitigating risk exposure.

The Company has established a comprehensive internal controls framework. This framework encompasses an array of policies, procedures, and mechanisms that are pivotal in augmenting operational efficiency and effectiveness, curtailing risks and expenditures, and fostering enhanced decision-making and accountability.

The internal financial controls framework, an integral component of the broader internal controls system, is pivotal in guaranteeing the dependability and precision of financial reporting. This framework facilitates the meticulous preparation of financial statements by generally accepted accounting standards.

AUDITORS a. Statutory Auditors- At the Forty Fifth (45^th) 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, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

The report of the Statutory Auditor forms part of the

Integrated Report and Annual Accounts for 2023-24. 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 re-appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the

Companies Act, 2013 for the financial year 2023-24

The Report of the Secretarial Auditor is annexed to the Report as per Annexure "B". c. Inte rnal Auditor- The Board of Directors of your Company has appointed M/s, SR Garg & Co., Chartered Accountants New Delhi as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2023-24. 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 for the Financial Year 2023-24.

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.

A report on Corporate Governance together with Auditors' certificate confirmingcompliance 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".

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on https://shivalikrasayan.com/annual-reports/

SRL operates in a dynamic and uncertain business landscape. Hence the Company has developed and deployed

. its Enterprise Risk Management (‘ERM') framework to create long-term value and become a risk intelligent organization that drives informed decision making to proactively prepare for unforeseen scenarios.

The Board of Directors of the Company has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The risk appetite of the organization is approved by the RMC and the Board and is aligned to the Vision of the organization. 24. It is an important metric for governing all business actions and strategic decisions. The Risk appetite is driven by the following:

• Hea lth and safety of our employees 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 the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors. 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/

As per SEBI Listing Regulations, the Corporate Governance Report and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability

Report ("BRSR") form part of the Director's Report as

Annexure "D".

The Company has provided BRSR, in lieu of the Business

Responsibility Report which indicates the Company's performancethe against the principles of the ‘National

Guidelines on Responsible Business Conduct'. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per

Annexure "E".

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 controls. The major risks identified by employees drawing remuneration in excess of the limits as set out in the said Rules forms part of this report.

There are no significant, material orders passed by the

Regulators or Courts, which would impact the going concern status of the Company and its future operations.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, if any related party transaction exceeds Rs. 1000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval. However, there is no such transaction which exceeds the above mentioned limits; therefore Members approval is not required.

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.

The particulars of loans, guarantees and investments have been disclosed in 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. a) CONSERVATION OF ENERGY

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 b) TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

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

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

(In Lakhs)

The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the manufacturing plants towards the success of the Company.

The Directors would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.