Directors Report of Shivalic Power Control Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 21st Annual Report on the business and
operations of the Company, together with the audited standalone financial statements
for the financial year ended March 31, 2025 (“FY 2024-25”).

FINANCIAL RESULTS

A summary of the standalone financial results of the Company for the Financial Year
2024-25 and 2023-24 is as follows:

(Amount in INR Lakhs)

Particulars	FY 2024-2025 (Standalone)	FY 2023-2024 (Standalone)
Revenue from Operations including other Income	13,388.76	10,267.74
Less Expense
Cost of material consumed	11,074.21	8,346.71
Purchase of Stock in Trade
Changes in Inventories of Stock in Trade	(1,087.29)	(764.62)
Employee Benefit Expenses	775.12	441.4
Finance Cost	159.05	295.71
Depreciation and Amortization Expenses	180	176.35
Other Expenses	591.18	248.92
Total Expenses	11,692.27	8,744.47
Profit before exceptional and extraordinary items and tax	1,696.49	1,523.27
Exceptional and Extraordinary items	-	-
Profit Before Tax	1,696.49	1,523.27
Tax Expenses	454.49	402.02
Net Profit for the Year	1,242.00	1,121.25

FINANCIAL PERFORMANCE

STANDALONE:

During the current period, your company has shown an increase in total revenue of INR
13,388.76 Lakhs as against INR 10,267.74 Lakhs in the previous year on standalone basis.
The Company has earned a net profit of INR 1,242 Lakhs as compared to a profit of INR
1,121.25 Lakhs in the previous year on standalone basis. The company will continue to
pursue expansion in the domestic as well as in international market, to achieve sustained
and profitable growth.

Any member intending to have a copy of Balance Sheet and other Financial Statement of
these Companies shall be made available on the website of the Company at
www.shivalic.com.

It shall also be kept for inspection during business hours by any shareholder in the
registered office of the Company.

SHARE CAPITAL
Authorised Share Capital

As on 10th January, 2024, the Authorised Share Capital of the Company stood at INR
25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty
Lakhs) Equity Shares of INR 10/- (Rupees Ten) each.

There is no other change in the Authorised Share Capital of the Company.

Paid Up Share Capital

As on 27th June, 2024, the Paid-up Share Capital of the Company stood at INR
24,11,57,540/- (Rupees Twenty-Four Crores Eleven lakhs Fifty Seven Thousand Five Hundred
and Forty) divided into 2,41,15,754 (Two Crore Forty One lakhs Fifty thousand Seven
Hundred and Fifty Four) of INR 10/- (Rupees Ten) each.

There is no other change in the Paid-up Share Capital of the Company.

The Company has not issued any shares with differential voting rights or sweat equity
shares during the FY 2024-25.

LISTING WITH STOCK EXCHANGES

The equity shares of the company is listed on Emerge Platform of National Stock
Exchange of India Limited (NSE) w.e.f. July 01st, 2024 and the Company confirms that it
has paid the Annual Listing Fees for the year 2024-25 to NSE Limited.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialized form with either of the
depositories viz NSDL and CDSL. The ISIN No. allotted to the company is INE0T7B01010.

DIVIDEND

The Board of Directors has decided not to recommend any dividend for the financial year
ended March 31, 2025, in order to conserve resources for the Company''s ongoing and
planned expansion projects. The Board believes that reinvesting profits into the business
will support long-term growth and enhance shareholder value.

TRANSFER TO GENERAL RESERVE

The Company do not propose to transfer any amount to general reserve for the financial
year ended 31st March, 2025.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposit
from the public/members falling within the ambit of section 73 or section 74 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of
Listing Regulation the compliance with the corporate governance provisions as specified
in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 clauses (b) to (i) and (t) of sub
regulation 2 of Regulation 46 and Para C, D and E of Schedule V of the listing regulation
are not applicable to the Company. Hence, the Corporate Governance Report does not
form part of this Annual Report.

EMPLOYEES STOCK OPTION SCHEMES

The Company has not implemented any Employee Stock Option Scheme (ESOP) or other
employee stock-based benefit scheme during the financial year under review.

Accordingly, no shares have been issued under any ESOP scheme, and the provisions of
Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable
to the Company for the financial year ended 31st March 2025.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

During the year 2024-25 under review, the Company did not have any Subsidiary,
Associate, or Joi nt Ventu re Compa ny.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company beliefs that a strong Board is imperative to create a culture of leadership to
provide a long-term vision and policy approach to improve the quality of governance. As
on March 31, 2025, the Board of Directors of the Company consist of optimum
combination of Executive Directors, Non-Executive Director, and Independent Directors of
the Company.

The following changes took place in the composition of Board of Directors and Key
Managerial Personal:

Mr. Tarun Aggarwal was appointed as an Additional Director (Non-Executive Director) of
the Company w.e.f. April 24, 2024 in accordance with the provisions of Section 161 (!) of the
Companies Act, 2013 and applicable laws, hold office upto the date of the ensuing Annual
General Meeting.

The Company received a notice in writing from a member proposing the candidature of
Mr. Tarun Aggarwal for the office of Director. Accordingly, the shareholders at the 20th
Annual General Meeting held on 28th September, 2024 approved the appointment of Mr.
Tarun Aggarwal as a Director.

The Board welcomes his regularization and looks forward to his continued contributions
to the Company.

Mr. Love Mangla, Director of the Company, resigned from the Board with effect from April
24th, 2024.

The Board places on record its appreciation for the valuable contributions made by Mr.
Love Mangla during his tenure and wishes him all the best in future endeavors.

During the Financial Year 2024-25, the shareholders of the Company have accorded their
approval at 20th Annual General Meeting held on September 28th, 2024 for re¬
appointment of Mrs. Sapna Jindal as a Director as retires by rotation.

Except as stated above, no other change took place in the composition of Board of
Director or Key Managerial Personnel during the period under review.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013,
one-third of such of the Directors are liable to be retire by rotation, shall retire every year
and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Tarun
Aggarwal, director of the company will retire by rotation at the ensuing AGM, and being
eligible, offers himself for re-appointment in accordance with provisions of the Act.
Appropriate resolution for his reappointment is being placed for the approval by the
Members of the Company at the ensuing AGM.

The Board considered the said re-appointment in the interest of the Company and hence
recommends the same to the Members for approval.

None of the Directors of the Company, except following, are related inter-se, in terms of
section 2(77) of the Act including rules made thereunder.

S No.	Name of Director	Relationship with another Director
1.	Mr. Amit Kanwar Jindal	Spouse of Mrs. Sapna Jindal
2.	Mrs. Sapna Jindal	Spouse of Mr. Amit Kanwar Jindal

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors hold office for their respective term and are not liable to retire
by rotation. The Company has received declarations from all the Independent Directors of
the Company confirming that they meet the criteria of independence as prescribed both
under the Act and under the Listing Regulations. Further, in pursuance of Rule 6 of the
Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent
Directors of the Company have duly confirmed renewal of their respective registration
with the Indian Institute of Corporate Affairs (IICA) database.

In the opinion of the Board, all the Independent Directors fulfil the criteria of
independence as specified in Companies Act, 2013 and Rules made thereunder read with
Schedule IV as well as Listing Regulation and they are independent from the
Management.

Further, all the Directors including Independent Directors of the Company possess
appropriate skills, experience & knowledge in one or more fields viz. Board & Governance,
Finance, Accounting Information Technology and Specialized Industry & environmental
knowledge or other disciplines related to Company''s business.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in
place a familiarization programme for the Independent Directors to familiarize them with
their roles, rights and responsibilities as Directors, the working of the Company, nature of
the industry in which the Company operates, business model etc. At the time of
appointment/re-appointment of Independent Directors, a formal letter of appointment is
given to him, which, inter-alia, explains the role, functions, duties and responsibilities
expected from him as an Independent Director of the Company. The Independent
Director is also explained in detail the nature, business model of the industry and
compliances under the Act, the Listing Regulations and other relevant rules & regulation.

Details of the familiarization programme for Independent Directors are available on the
Company''s website at: www.shivalic.com

NOMINATION AND REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board
has framed a policy for selection and appointment of Directors, Senior Management
including Key Managerial Personnel and their remuneration. The Nomination and
Remuneration Policy includes the criteria for determining qualification, positive
attributes, independence, etc. is placed on the website of the Company at
www.shivalic.com.

Salient features of the policy include:

• The Nomination and Remuneration Policy of the Company is designed to attract,
motivate, improve productivity and retain manpower by creating a congenial work
environment, encouraging initiatives, personal growth, team work and inculcating a
sense of belongingness and involvement, besides offering appropriate remuneration
packages and superannuation benefits.

• The Committee shall comprise at least three (3) Directors, all of whom shall be non¬
executive Directors and at least two-third shall be Independent.

• Quorum of the meeting shall be either two members or one-third of the members of
the committee, whichever is greater, including at least one independent director in
attendance.

• The Role of the Committee includes: Periodically reviewing the size and composition
of the Board to have an appropriate mix of executive and independent Directors to
maintain its independence and separate its functions of governance and
management and to ensure that it is structured to make appropriate decisions, with a
variety of perspectives and skills, in the best interests of the Company;

• Formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board, relating to the
remuneration for the Director, key managerial personnel and other employees.

• Establishing and reviewing Board, KMP and Senior Management succession plans in
order to ensure and maintain an appropriate balance of skills, experience and
expertise on the Board and Senior Management.

• The Board as per the criteria approved by the Nomination and Remuneration
Committee shall carry out evaluation of performance of its own, its committees, and
individual Directors and the Chairman.

COMMITTEES OF THE BOARD

The Board has constituted the following Committees, each functioning within defined
scope and authority:

The following Committees constituted by the Board function according to their respective
roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3.Stakeholders Relationship Committee

4.Corporate Social Responsibility Committee

During the year under review, all recommendations made by the Committees were duly
accepted by the Board.

THE COMPOSITION OF THE SAID COMMITTEES ARE AS UNDER:

AUDIT COMMITTEE:

As on date, the Audit Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Dheeraj Mangla	Chairperson	Independent Director
Mr. Amit Kanwar Jindal	Member	Managing Director
Mr. Surojit Bose	Member	Independent Director

Mr. Dheeraj Mangla was appointed as the chairperson of the Committee and Our
Company Secretary and Compliance officer will act as the secretary of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

As on date the Nomination and Remuneration Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Dheeraj Mangla	Chairperson	Independent Director
Mr. Tarun Aggarwal	Member	Director
Mr. Surojit Bose	Member	Independent Director

Mr. Dheeraj Mangla was appointed as the chairperson of the Committee and Our
Company Secretary and Compliance officer will act as the secretary of the Committee.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

As on date the Stakeholders‘ Relationship Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Tarun Aggarwal	Chairperson	Director
Mr. Amit Kanwar Jindal	Member	Managing Director
Mr. Surojit Bose	Member	Independent Director

Mr. Tarun Aggarwal was appointed as the chairperson of the Committee and Our
Company Secretary and Compliance officer will act as the secretary of the Committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As on date CSR committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Amit Kanwar Jindal	Chairperson	Managing Director
Mr. Surojit Bose	Member	Independent Director
Mr. Tarun Aggarwal	Member	Director

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior
Management Personnel of the Company. The Code is displayed on the website of the
Company www.shivalic.com. All Board members and Senior Management Personnel have
affirmed compliance with the said Code of Ethics & Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil
Mechanism/Whistle Blower Policy for directors and employees to report their genuine
concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been
uploaded on the website of the Company at https://shivalic.com/regulation-46-disclosure/
under ‘Investor Hub''.

The Policy is an extension of the Code of Conduct for Directors & Senior Management
Personnel and covers any unethical and improper actions or malpractices and events
which have taken place/suspected to take place.

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer /
Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

STATUTORY AUDITORS & AUDITOR’S REPORT

M/s. Shiv & Associates., Chartered Accountants (Firm Registration No. 009989N), were
appointed as the Statutory Auditor of the Company for a term of 5 years w.e.f. conclusion
of 18th Annual General Meeting till the conclusion of the 23rd Annual General Meeting.

M/s. Shiv & Associates, the statutory auditors of the Company have given their report on
the financial statements of the Company for the financial year ended 31st March, 2025,
which form part of the Annual Report.

There is no qualification, reservation, adverse remark, comments, observations or
disclaimer given by the Statutory Auditors in their report(s). There were no frauds
reported by the Statutory Auditors under the provisions of Section 143 of the Act.

The Auditors have also confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate
issued by the Peer Review Board of the ICAI and are eligible to continue as the statutory
auditor of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

In terms of Section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Shalu Singhal & Associates, (Membership No. A32682), as the Secretarial
Auditor of the Company for the Financial Year 2024-25. The report of the Secretarial
Auditor is annexed herewith as Annexure-1.

There are no qualifications, reservations, adverse remarks, comments, observations or
disclaimer made by the Secretarial Auditors in their report. There were no frauds reported
by the Secretarial Auditors under the provisions of Section 204 of the Act.

COST AUDITORS

The provisions of maintenance of Cost Records as specified by the Central Government
under subsection (1) of Section 148 of the Act are not applicable on the Company.

MEETINGS OF BOARD OF DIRECTORS

During the financial year 2024-2025, your Board of Directors have met 11 (Eleven) times.
The details of meeting & attendance are given hereunder. The intervening gap between
the Meetings was within the prescribed period.

S. No.	Date of Board Meeting	No. of Directors eligible to attend	No. of Directors attended meeting
1.	24-04-2024	5	5
2.	09-05-2024	5	5
3.	14-06-2024	5	5
4.	20-06-2024	5	5
5.	27-06-2024	5	5
6.	13-07-2024	5	5
7.	20-07-2024	5	5
8.	05-09-2024	5	5
9.	12-11-2024	5	5
10.	16-12-2024	5	5
11.	26-03-2025	5	5

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 relating to Board Meeting issued by the Institute of
Company secretaries of India, the independent directors shall conduct at least One (1)
meeting in a Calendar Year to review the performance of Non-Independent Directors and
the Board as a whole; to review the performance of the Chairman and to assess the
quality, quantity and timeliness of flow of information between the company
management and the Board and its members that is necessary for the Board to
effectively and reasonably perform their duties.

Accordingly, all Independent Directors of the Company has conducted a meeting dated
March 26th, 2025, without presence of non-independent director where they review the
performance of all non-independent director of the company and the board as a whole,
also review the performance of the Chairman of the company and assess the quality,
quantity and timeliness of flow of information between the company management and
the Board.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Companies Act, 2013, the Annual
Return as on March 31, 2024 has been uploaded on the Company''s website at:

& http://shivalic.com/annual-returns/

CSR COMMITTEE

The Company comes under the criteria as mentioned in section 135 of the Companies Act,
2013 i.e., Corporate Social Responsibility and accordingly the amount has been spent on
CSR activities in the financial year 2024-2025 to comply with the requirements of
necessary social expenditure which is INR Rs. 17,89,757 i.e. (2% of the average net profit of
immediate preceding three (3) financial years). The constitution of CSR Committee was
applicable for FY 2024-25, subsequently the CSR Committee is formulated and the
composition is also given. The CSR Report is annexed as Annexure- 2.

The Board of Director of your Company has formulated and adopted a policy on CSR
which can be accessed at http://shivalic.com/policies/

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board
has carried out annual performance evaluation of its own performance, those of directors
individually and of various committees. The performance of individual directors was
evaluated on parameters, such as, number of meetings attended, contribution in the
growth and formulating the strategy of the Company, independence of judgement,
safeguarding the interest of the Company and minority shareholders, time devoted apart
from attending the meetings of the Company, active participation in long term strategic
planning, ability to contribute by introducing best practices to address business
challenges and risk etc. The directors expressed their satisfaction with the evaluation
process.

NATURE OF BUSINESS

There has been no change in the business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance, and future outlook of the Company and
its businesses is provided in the Management Discussion and Analysis Report for FY 2024¬
25, annexed as Annexure-3.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans and Investments and guarantees covered under the provisions of
Section 186 of the Act are given in the Notes to the Financial Statements forming a part of
Annual Report.

Current borrowings of the company are compliant with Section 180(1)(c) of the Companies
Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of the Companies Act, 2013, all related party
transactions entered into during the financial year 2023-24 were conducted on an arm''s
length basis and in the ordinary course of business.

The Company has entered into certain contracts/arrangements with related parties
during FY 2023-24, and accordingly, Form No. AOC-2 is annexed as Annexure-4.

The details of the transactions with related parties during the financial year 2023-24 are
provided in the accompanying financial statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and 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 and the Rules thereunder. As required
under law, an Internal Compliance Committee has been constituted for reporting and
conducting inquiry into the complaints made by the victim on the harassments at the
workplace.

During the year the period under review, the Company has not received any sexual
harassment complaints during the financial year nor is any complaint pending at the end
of the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S
OPERATIONS IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals
impacting the going concern status and the Company''s operations in future.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There have been no material changes and/or commitments affecting the financial
position of the Company which have occurred between the end of the financial year of
the Company and the date of the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

Pursuant to provisions of Section 134(3)(m) & Rule 8(3) of Companies (Accounts) Rules,
2014 the details of energy conservation, technology absorption and foreign exchange
earnings and outgo has been given in Annexure 5 to this report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has a proper and robust system of internal controls geared towards
achieving efficiency of business operations, safeguarding the Company''s assets and
ensuring optimum utilization of resources. Such controls also ensure accuracy and
promptness of financial reporting and compliance with statutory regulations.

In the opinion of the Statutory Auditors of the Company, as expressed by them in their
report, the Company has adequate internal control systems over financial reporting as at
31st March, 2025.

HUMAN RESOURCES

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. A number of programs that provide focused people attention are currently
underway. Your Company''s thrust is on the promotion of talent internally through job
rotation and job enlargement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
disclosure pertaining to remuneration and other details are provided in the Annexure 6 to
this Report.

Particulars of employee remuneration, as required under Section 197 (12) of the
Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual
Report. In terms of the provisions of the first proviso to Section 136 (1) of the Companies
Act, 2013, the Annual Report is being sent to Members, excluding the aforementioned
information. Any Member interested in obtaining a copy of such statement may write to
the Company Secretary of the Company at [email protected].

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend for a period
of seven years Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act,
2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial
Standards. i.e., SS-1 and SS-2 relating to “Meetings of the Board of Directors” and “General
Meetings” respectively.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.
The enthusiasm and unstinting efforts of employees have enabled the Company to
remain at the leadership position in the industry. It has taken various steps to improve
productivity across organization.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) (“IBC Code”) during the financial year
2024-25.

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:

The Company has not made any one-time settlement, therefore, the same is not applicable.

UNSECURED LOANS FROM DIRECTORS

During the year under review, the Company has not borrowed an unsecured loan from any of
the Directors of the Company.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, Skyline Financial Services Pvt. Ltd. was the Registrar and
Transfer Agent of the Company.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.

DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any
Downstream Investment in any other Company in India.

INTERNAL AUDIT

At the beginning of each financial year, an audit plan is rolled out with approval of the
Company''s Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of
internal control systems and compliance thereof, robustness of internal processes, policies
and accounting procedures and compliance with laws and regulations. Based on the reports
of internal audit, process owners undertake corrective action in their respective areas.
Significant audit observations and corrective actions are periodically presented to the Audit
Committee of the Board.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors''
Responsibility Statement, the Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have
been followed and no material departures have been made from the same;

b) That they had 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 at the end of the financial year and of the profit and loss
of the Company for that period;

c) That they had 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) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued patronage, support and co¬
operation extended by its shareholders, customers, bankers and all Government and
statutory agencies with whose help, cooperation and hard work the Company was able to
achieve the results. Your directors would further like to record appreciation to the efforts of all
the employees for their valuable contribution to the Company.

Date: 29/08/2025 For and on behalf of Board

Place: Faridabad Shivalic Power Control Limited

Sd/- Sd/-

AMIT KANWAR JINDAL SAPNA JINDAL

Managing Director Whole Time Director

DIN: 00034633 DIN: 03269137

---

Mar 31, 2024

The Board of Directors hereby submits the 20th Annual Report of your Company ("SHIVALIC POWER CONTROL LIMITED" FORMERLY KNOWN AS "SHIVALIC POWER CONTROL PRIVATE LIMITED"), along with the Audited Financial statements, for the financial year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the financial year ended 31stMarch, 2024 is summarized below:

(Rs. in Lakhs]
Particulars	Standalone Results
	31st March,2024	31stMarch,2023
Total Revenue (Gross)	10,267.74	8 ,269.39
Operating Profit Before Depreciation, Finance Cost, Exceptional Items and Tax	1995.33	1330.26
Less: Depreciation and Amortization expenses	176.35	124.46
Less: Finance Costs	295.71	242.61
Profit/(Loss) before exceptional items and tax	1 ,523.27	9 63.19
Exceptional Items	-	-
Profit/(Loss) before Tax	1 ,523.27	9 63.19
Less: Tax expenses	402.02	242.52
Net Profit/(Loss) for the year	1 ,121.25	720.67
Surplus brought forward from previous year
Dividend on Equity paid	-	-
Tax on Dividend	-	-
Balance available for Reserve and Surplus	1,121.25	720.67

STATE OF AFFAIRS & OPERATIONS

During the year under review, the gross revenue from operations isRs. 10,267.74(In Lakhs) as compared to Rs. 8,269.39(In Lakhs) in the previous year 2022-23. The Company has earned profit before depreciation and tax of Rs. 1699.62 (In Lakhs) as compared to profit before depreciation and tax of Rs. 1087.65 (In Lakhs) in the previous year 2022-23.

TRANSFER TO RESERVES

The Company do not propose to transfer any amount to general reserve for the financial year ended 31st March, 2024.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2023-24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios and developments in business operations/ performance of your Company.

CORPORATE GOVERNANCE REPORT

The Company has taken adequate steps to adhere to all the stipulations let down in the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013 and rules thereto, as amended from time to time.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, disclosure as required under the Companies Act, 2013 and rules thereto, Company being listed on SME platform is exempted from this provision.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There was no change in the nature of business of the company during the financial year ended 31st March, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) The selected accounting policies have been applied consistently and the judgments and estimates made are 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 that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Internal Financial Controls laid down in the company are adequate and were operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2024,the Board comprises of Five Directors including one woman Director. The Board has an appropriate mix ofExecutive Directors (''EDs''), Non-Executive Directors (''NEDs'') and Independent Directors (''ID''), which is compliant with the Companies Act, 2013, the SEBI Listing Regulations, 2015 and is also aligned with the best practices of Corporate Governance.

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2023-24, the changes in the composition of board of directors and key managerial personnel are as follows:

Name	Designation	Date of changes	Appointment/cessa tion/change in designation
Am it Kan war Jindal	Managing Director	04/01/2024	Change in designation
Sapna Jindal	Whole-time Director	04/01/2024	Change in designation
Surojit Bose	Independent Director	04/01/2024	Appointment
DheerajMangla	Independent Director	04/01/2024	Appointment
Love Mangla	Non-Executive Director	29/11/2023	Appointment
Pankaj Joshi	CFO	07/12/2023	Appointment
Neha Sandal	Company Secretary	07/12/2023	Appointment

Mr. Love Mangla, Director of the Company resigned on 24.04.2024 and Mr. Tarun Aggarwal appointed as Non-Executive Additional Director of the Company on 24.04.2024.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152(6) (c) of the Companies Act, 2013, Mrs. Sapna Jindal is liable to retire by rotation at the 20th Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends her re-appointment as Director.

KEY MANAGERIAL PERSONNEL OTHER THAN DIRECTORS

As on 31st March, 2024, the Company has following Key Managerial Personnel in compliance with the provisions of Section 203 of the Act.

Mr. PANKAJ JOSHI - Chief Financial Officer

Mrs. NEHA SANDAL - Company Secretary

MEETINGS OF THE BOARD

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation.

During the financial year 2023-24, the Board met Twenty-Four times. The quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

COMMITTEES OF THE BOARD

During the financial year, the Company has four Board level Committees: Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), Stakeholders'' Relationship Committee ("SRC"), Corporate Social Responsibility Committee ("CSR").

DECLARATION FROM THE INDEPENDENT DIRECTORS

The Company has two Independent Director namely Mr. Surojit Bose and Mr. Dheeraj Mangla. All the directors are possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Director.

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

•they meet the criteria of independence as prescribed under the provisions of Section 149 (7) of the Act read with the Rules made thereunder and Regulation 25(8) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

•they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

AUDITORS

(i) STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Act read with the Companies (Audit & Auditors) Rules, 2014,M/s. Shiv & Associates, Chartered Accountants (Firm Registration No. 009989N) was appointed as statutory auditors of the Companyfor a period of five years in the Annual General Meeting held on 30th September 2022 to hold office till the conclusion of Annual General Meeting to be held in the year 2027.

Shiv & Associates, Chartered Accountants, Statutory Auditors, have issued an unmodified opinion on the financial statements of the Company. There are no qualifications, reservations or adverse remarks made by the Auditors, in their report for the financial year ended 31st March, 2024.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors havenot reported any incident of fraud during the year under review.

AUDITORS'' REPORT

There are no adverse observation of Auditors'' on financial statements of the company. The Auditors'' Report, read with the relevant notes to accounts are self-explanatory and therefore does not require further explanation.

(ii) COST AUDITORS

In terms of provisions of Section 148 of the Act read with the Companies (Accounts) Rules, 2014, the Company is not required to maintain the Cost records and undergo Cost Audit.

(iii) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its Meeting held on 9th May, 2024 had appointed Mrs. ShaluSinghal, Proprietor of ShaluSinghal& Associates, Company Secretaries (COP No.:12329) to conduct the Secretarial Audit for the FY 2023-24.

The Secretarial Audit Report forms a part of this Annual Report and is annexed as Annexure-I to the Board''s Report. The report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act.

(iV)INTERNAL AUDITORS

The company had engaged Mrs. Divya Gupta Chartered Accountant having M. No. 567636 as Internal Auditors to conduct internal audit for the year 2024-25. The Internal Auditor report to the Board of Directors. The internal audit will help the company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company. Earlier, the provision of Internal Auditor was not applicable on the Company as the Company got listed on National Stock Exchange under SME platform on 01.07.2024.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee/Board under section 143(12) of the Act.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 25,00,00,000 as on 31st March 2024.During the year 2023-24, the Authorised Share Capital of the Company has been increased from 1,10,00,000/- divided into 11,00,000 Equity Shares of Rs. 10/- each to Rs. 25,00,00,000/- divided into 2,50,00,000 equity shares of Rs. 10/- each.

During the year, the paid up share Capital of the Company has been increased by way of Bonus issue of 1,60,83,392 share and further issue of share by way of Private Placement of 5,95,150 share.

The Paid Up Share Capital of the Company as on 31st March 2024 is Rs. 17,68,37,540/-divided into 1,76,83,754 equity shares of Rs. 10/- each.

During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

MATERIAL CHANGES AND COMMITMENTS

Below mentioned material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this report, affecting the financial position or business operations of the Company:

1.Status of the Company has been changed from Private Limited to Limited on 08.01.2024.

2. Registered Office of the Company has been shifted within the local limits on 10.11.2023.

3. Company has been listed on National Stock Exchange under SME platform on 01.07.2024.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, those of directors individually and of various committees. The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution in the growth and formulating the strategy of the Company, independence of judgement, safeguarding the interest of the Company and minority shareholders, time devoted apart from attending the meetings of the Company, active participation in long term strategic planning, ability to contribute by introducing best practices to address business challenges and risk etc. The directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS

The Independent Directors met on 08.03.2024 to review the performance evaluation of Non-Independent Directors and the entire Board of Directors, including the Chairman, while considering the views of the Executive and Non-Executive Directors.

The Independent Directors were satisfied with the overall functioning of the Board and its various committees, which displayed a high level of commitment and engagement. They also appreciated the exemplary leadership of the Chairman of the Board and its committees in upholding and following the highest values and standards of corporate governance.

DIRECTORS APPOINTMENT AND REMUNERATION

Appointment of Directors on the Board of the Company is based on the recommendations of the Nomination and Remuneration Committee. The Committee identifies and recommends to the Board, persons for appointment thereon, after considering the necessary and desirable competencies. The committee takes into account positive attributes like integrity, maturity, judgement, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of finance, law, management, marketing, administration, research, etc.

In case of Independent Directors (IDs), they should fulfill the criteria of independence as per the Act and Regulation 16 of the Listing Regulations in addition to the general criteria stated above. It is ensured that a person to be appointed as director has not suffered any disqualification under the Act or any other law to hold such an office.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company.

REMUNERATION POLICY

The Company has a Remuneration Policy relating to remuneration of the Directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. During the year under review, the Company has made the Nomination and Remuneration Policy, in accordance with the amendments to Section 178 of the Act and Listing Regulations.

BOARD DIVERSITY

Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical backgrounds. The Board recognises the importance of a diverse composition and has adopted a policy on Diversity of Board which sets out its approach to diversity. The policy is available at the website of the Company at https://shivalic.com/

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is given in the Annexure-II to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which was duly approved by the Board. CSR Committee of the Board has developed a CSR Policy.

A detailed report regarding Corporate Social Responsibility as per the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as Annexure-III to the Boards'' report.

Additionally,the CSR Policy is available on the website of the companyat https://shivalic.com/ INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for proper maintaining of the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM

Pursuance of the provisions of section 177 (10) of the Act, Regulation 22 of the Listing Regulations and Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Whistle Blower Policy is available on the website of the company at https://shivalic.com/

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Section 188 of Companies Act, 2013 all related party transactions that were entered into during the financial year 2023-24, were on an arm''s length basis and in the ordinary course of business.

The Company has entered into contract or arrangements with related parties during the year 2023-24 and accordingly Form No AOC-2 is given as Annexure -IV.

The details of the transactions with related parties during the financial year 2023-24 are provided in the accompanying financial statements.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by any Regulators, Courts or Tribunals impacting the going concern status of the Company and its operations in future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Power) Rules, 2014 and Schedule V of the Listing Regulations, the details of Loans, Guarantees and Investments covered under during the financial year 2023-24 are given in the notes to the Financial Statements.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Being a diversified and prudent enterprise, your Company continues to focus on a system-based approach to manage risks. Risk management has always been an integral part of your Company. Backed by strong internal control systems and existing Risk Management Framework have laid down the roles and responsibilities of various business segments regarding the managing of risks, covering a range of responsibilities, right from strategic to operational. These responsibilities today offer a strong foundation for appropriate risk management procedures, their effective implementation as well as the independent monitoring and reporting handled by Internal Audit and the top management team.

Your Company has set appropriate structures to monitor and manage inherent business risks proactively. Accordingly, raw material pricing risks, commodity risks and currency fluctuation risk effectively managed by its proficient and capable team. It also has appropriate checks and balances in place and aims to minimize the adverse impact of these risks on its operations.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) 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.

ANTI-SEXUAL HARASSMENT POLICY

The Company is committed to provide a safe and conducive work environment to its employees and it complies with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013.Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of seven years from the date of their transfer to the unpaid dividend account are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Central Government.

Further, pursuant to the provisions of Section 124(6) of the Act read with the Rules and subsequent amendments thereto, all the shares in respect of which dividend has remained unclaimed/unpaid for seven consecutive years or more shall also be transferred in favour of the Demat account of IEPF Authority.

During the year under review, the Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds which were required to be transferred to IEPF till the date of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of 31st March, 2023 on its website at https://shivalic.com/annual-returns/

POLICY FOR DETERMINATION OF MATERIALITY OF AN EVENT OR INFORMATION

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality-based events.

CODE OF CONDUCT-FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI")

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information ("UPSI") can be accessed on the company''s website at www.shivalic.com.

PERSONNEL

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this report as Annexure-V.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of your Company during working hours, 21 days before the 20thAnnual General Meeting and shall be made available to any shareholder on request.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.