Directors Report of Shivam Chemicals Ltd.

Mar 31, 2025

The Board of Directors of the Company have great pleasure in presenting the 15^th Annual Report of the Company together with Audited Standalone and Consolidated Financial Statement for the Financial year ended 31^st March, 2025. This report states compliances as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

1. Financial Results:

Our Company was incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 12^th October, 2010 with the Corporate Identity No. U24100MH2010PLC208870.

The Company was listed on the SME platform of Bombay Stock Exchange on 30^th April, 2024 and the revised Corporate Identity No. is L24100MH2010PLC208870

• Standalone Financial Performance:

The highlight of the Standalone financial performance of the Company for the year ended 31^st March, 2025 is summarized follows:

(Amount in Lakhs)
Particulars		FY 2024-25	FY 2023-24
Net Revenue From Operations		Rs.20,736.05/-	Rs.13,633.82/-
Other Income		Rs.74.36/-	Rs.5.75/-
Total Income		Rs.20,810.40/-	Rs.13,639.57/-
Total Expenses Excluding Depreciation, Interest, Tax & Amortization		Rs.20,336.91/-	Rs.13,324.90/-
Profit/(Loss) Before Depreciation, Interest, Tax & Amortization		Rs.473.49/-	Rs.314.67/-
Less: Interest & Financial Charges		Rs.118.54/-	Rs.28.97/-
Depreciation & Amortization		Rs.8.93/-	Rs.7.09/-
Profit /(Loss) Before Tax and Exceptional Items		Rs.346.03/-	Rs.278.61/-
Exceptional Item		--	Rs.5.32/-
Profit/(Loss) Before Tax		Rs.346.03/-	Rs.283.93/-
Less: Provision For Tax
- Current Tax		Rs.89.44/-	Rs.82.38/-
- Short Provision of Tax		--	--
- Deferred Tax Assets/ (Liabilities)		(Rs.0.54/-)	Rs.0.91/-
Net Profit/(Loss) After Tax		Rs.257.14/-	Rs.200.64/-
•	Consolidated Financial Performance:
	The highlight of the Consolidated financial performance of the Company for the year ended 31st March, 2025 is summarized as follows: (Amount in Lakhs)
	Particulars	FY 2024-25	FY 2023-24
	Net Revenue From Operations	Rs.22,413.34/-	Rs.14,654.11/-
	Other Income	Rs.142.61/-	Rs.31.83/-
	Total Income	Rs.22,555.95/-	Rs.14,685.94/-
	Total Expenses Excluding Depreciation, Interest, Tax & Amortization	Rs.21,955.26/-	Rs.14,296.15/-
	Profit/(Loss) Before Depreciation, Interest, Tax & Amortization	Rs.600.69/-	Rs.389.79/-
	Less: Interest & Financial Charges	Rs.169.24/-	Rs.76.44/-

Depreciation & Amortization	Rs.128.10/-	Rs.114.50/-
Profit /(Loss) Before Tax and Exceptional Items	Rs.303.34/-	Rs.198.84/-
Exceptional Item	--	Rs.5.32/-
Profit/(Loss) Before Tax	Rs.303.34/-	Rs.204.16/-
Less: Provision For Tax
- Current Tax	Rs.89.44/-	Rs.82.60/-
- Short Provision of Tax	--	--
- Deferred Tax (Assets)/ Liabilities	Rs.4.61/-	Rs.0.91/-
Net Profit/(Loss) After Tax	Rs.209.30/-	Rs.120.65/-

2. Business Performance Overview:

Our company is a manufacturer of Hydrated Lime (Calcium Hydroxide) & a distributor of various products such as Poultry feed supplement, Feed Phosphates, Limestone Powder, etc. with rich experience and knowledge we have built a well-established marketing network across India and we distribute animal feed products for various well renowned manufacture over the years, we have successfully supplied an impressive quantity of over 2.50 Lakh metric tons of various products, reflecting our commitment to meeting the demands of the market. The cumulative value of these supplied products has exceeded INR 7,500 million, underscoring our financial significance in the sector. With an average monthly sales volume of 2,650 metric tons, we maintain a consistent presence and contribute to the steady flow of products in the market. Our journey began with a primary focus on animal feed supplement trading till FY 2022-23 and our evolution into manufacturing is happened through the establishment of a 100% owned subsidiary.

Our wholly owned subsidiary company Shivam Chemicals and Minerals Private Limited is located at Dahej Gujarat with a manufacturing capacity of 60,000 MT. They are engaged in manufacturing of Hydrated lime (Calcium hydroxide) product.

Standalone Financial Performance Overview:

During the year under review, the Company has earned a total revenue of Rs.20,810.40/- Lakhs for the year ended 31^st March, 2025 as against Rs.13,639.57/- Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs.346.03/- Lakhs for the year ended 31^st March, 2025 as compared to Rs.283.93/- Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended 31^st March, 2025 stood at Rs.257.14/- Lakhs as compared to Rs.200.64/- Lakhs in the previous financial year.

Consolidated Financial Performance Overview:

During the year under review, the Company has earned a total revenue of Rs.22,555.95/- Lakhs for the year ended 31^st March, 2025 as against Rs.14,685.94/- Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs.303.34/- Lakhs for the year ended 31^st March, 2025 as compared to Rs.204.16/- Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended 31^st March, 2025 stood at Rs.209.30/- Lakhs as compared to Rs.120.65/- Lakhs in the previous financial year.

Summarised Overview:

• Significant increase in volumes and turnover across all business activities.

• Diversification into new product assortments and entry into export markets supported overall growth.

• Operational scaling and improved capacity utilization enhanced efficiencies.

3. Significant Events during the Financial Year:Initial Public Offer of the Shares of the Company & Listing on SME Platform of BSE:

During the previous financial year, the Company had successfully come out with its maiden SME - IPO (Initial Public Offering). The Public issue consisted of 45,87,000 Equity Shares at price of Rs.44/- (including a premium

of Rs.34/- Equity Shares) aggregating to Rs.2,018.28 Lakhs which was opened for subscription on 23^rd April, 2024 and closed on 25^th April, 2024 for all the applicants. The Company received the overwhelming response for the said IPO issue and said shares got listed on the BSE - SME platform on 30^th April, 2024. Subsequent to 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 events which occurred between the end of financial year 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.

Resignation of Ms. Rishita Taparia, Company Secretary and Compliance Officer of the Company:

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:

Authorised 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.

Issued and Paid Up Share Capital:

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.

10. Deposits:

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.

11. Annual Return:

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 Company’s website and can be accessed at https://www. shivamchem.com.

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

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

13. Corporate Governance:

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.

14. Non-Applicability of the Indian Accounting Standards:

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.

15. Directors and Key Managerial Personnel:

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:
SR. NO.	NAME	DIN NO.	DESIGNATION
1.	Mr. Sanjiv Girdharlal Vasant	DIN.03036854	Managing Director
2.	Mr. Soham Sanjiv Vasant	DIN.03036861	CFO& Whole-time director
3.	Mr. Shivam Sanjiv Vasant	DIN.08512942	Whole-time director
4.	Ms. Himani Bhootra	DIN.09811030	Independent Director
5.	Mr. Kunal Bharat Shingala	DIN.09838502	Independent Director
6.	Mr. Manish Tarachand Pande (Up to 9th April 2025)	DIN.08712019	Independent Director

16. Directors’ Responsibility Statement:

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 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;

(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.

17. Disclosures By Directors:

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.

18. Disqualifications Of Directors:

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.

19. SEBI Complaints Redress System (SCORES):

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.

20.	Details of the Complaint Received/Solved/Pending during the year:
	Sr. No.	Nature of Complaint	Nature of Complaint	Complaints solved	Complaints pending
	1.	Non-receipt of shares certificate after transfer etc.	Nil	Nil	Nil
	2.	Non-receipt of dividend warrants	Nil	Nil	Nil
	3.	Query regarding demat credit	Nil	Nil	Nil
	4.	Others	Nil	Nil	Nil
		Total	Nil	Nil	Nil

21. Statutory Auditors and Audit Report:

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 Auditor’s 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.

22. Details of Fraud reported by the Auditor:

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

23. Board’s Comment on Auditor’s Report:

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.

24. Secretarial Audit:

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.

25. Appointment of Internal Auditor:

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.

26. Disclosure relating to subsidiaries, joint ventures and associate companies:

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.

27. Compliance of Applicable Secretarial Standards:

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.

28. Management Discussion and Analysis Report:

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.

29. Maternity Benefit: Rule 8(5Hxiii) of Companies (Accounts). Rules, 2014:

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

30. Declaration By Independent Directors:

The Company had received a declaration from all the Independent Director of the Company confirming that 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, they fulfil the conditions of independence as specified in the Act and the Listing regulations and are independent of the management.

31. Independent Directors’ Meeting:

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.

32. Evaluation of Board, Its Committee, and Individual Directors:

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.

33. Meeting of Directors:Board Meeting & Shareholders Meeting:

The Board meets at regular intervals to discuss and decide on Company’s 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:

Sr.	Date of Board Meeting	Directors Attendance
No.		No. of Directors eligible to attend	No. of Directors attended
1.	29th May, 2024	6	6
2.	11th July, 2024	6	6
3.	15th July, 2024	6	6
4.	16th August, 2024	6	6
5.	13th November, 2024	6	6
6.	10th March,2025	6	6

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

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

A. Audit Committee Meetings

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:
	Name of the Director		[	)esignation in Committee	Nature of Directorship
	Ms.	Himani Bhootra	Chairman		Independent Director
	Mr. Manish Tarachand Pande (Up to 9th April 2025)		Member		Independent Director
	Mr. Soham Sanjiv Vasant		Member		Director and CFO
During the Financial year ended on 31st March 2025, 4 (Four) meetings of the Audit Committee were held on dates as mentioned below:
	Sr.	Date of Audit Committee	Directors Attendance
	No	Meeting	N	o. of Directors eligible to attend			No. of Directors attended
	1.	29th May, 2024	3			3
	2.	15th July, 2024	3			3
	3.	16th August, 2024	3			3
	4.	13th November, 2024	3			3
B.	Nomination and Remuneration Committee
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:
	Name of the Director		D	lesignation in Committee	Nature of Directorship
	Ms.	Himani Bhootra	Chairman		Independent Director
	Mr. Kunal Bharat Shingala		Member		Independent Director
	Mr. Manish Tarachand Pande (Up to 9th April 2025)		Member		Independent Director
During the Financial year ended on 31st March 2025, 1 (one) meetings of the NRC Committee were held on dates as mentioned below:
	Sr.	Date of Audit Committee		Directors Attendance
	No	Meeting		No. of Directors eligible to attend			No. of Directors attended
	1.	29th May, 2024		3			3
C.	Stakeholders Relationship Committee
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:
	Name of the Director		Designation in Committee		Nature of Directorship
	Mr. Kunal Bharat Shingala		Chairman		Independent Director
	Mr. Shivam Sanjiv Vasant		Member		Whole-time director
	Mr. Soham Sanjiv Vasant		Member		Director and CFO

		The Committee met 1 time on 13th			November, 2024 during the financial year.
		Sr.	Date of Stakeholders	Directors Attendance
		No	Relationship Meeting		No. of Directors eligible to attend		No. of Directors attended
		1.	13th November, 2024			3		3
D.		Corporate Social Responsibility Committee
		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 31st 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:
			Name of the Director		Designation in Committee		Nature of Directorship
		Mr. Soham Sanjiv Vasant			Chairman		Director & CFO
		Mr. Kunal Bharat Shingala			Member		Independent Director
		Mr. Manish Tarachand Pande (Up to 9th April 2025)			Member		Independent Director
34.	Conservation of Enerav. Technology Absorption, Foreign Exchange Earnings and Outgo:
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: (Amount in Lakhs)
	Particulars					FY 2024-25		FY 2023-24
	Conservation of Energy, Technology, Absorption					NIL		NIL
	Foreign Exchange Earnings					3111.77		NIL
	Foreign Exchange Expenditure					2323.71		378.42

36. The Information pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to median employee’s remuneration for the Financial year under review is as below:

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial year 2024-25:

Name	% Increase (Decrease) in remuneration	/ the	Ratio of the remuneration of each Director / to median remuneration of the employees
Executive Directors
Sanjiv Girdharlal Vasant Managing Director	*Nil		1.62: 1
Shivam Sanjiv Vasant Whole-Time Director	*Nil		3.77: 1
Key Managerial Personnel
Soham Sanjiv Vasant Director and CFO	*Nil		3.77: 1
Rishita Taparia Company Secretary and Compliance Officer	*Nil		0.43: 1

*There was no increase in the remuneration of Managing Director, Whole Time Directors, CFO and Company Secretary of the Company

2. The percentage Decrease in the median remuneration of employees in the Financial year: (11.61%)

3. The number of permanent employees on the rolls of the Company as on 31^st March, 2025: Thirteen Permanent employees, apart from Directors and KMPs.

4. Average percentile increase already made in the salaries of employees other than the managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: During the last Financial Year, Average percentile decrease made in the salaries of employees by 19.01% and whereas the remuneration of Key Managerial Personnel (KMP) remained unchanged.

5. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company

37. Whistleblower Policy:

The Company has adopted a Whistleblower policy and has established the necessary vigil mechanism for employees and Directors to report a concern about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The updated Whistle Blower Policy is updated on the website of the Company at www.shivamchem.com during the year under review, there were no instances of Whistleblowers.

38. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

39. Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178:

During the Financial Year ended on 31^st March, 2025, the Board on the recommendation of the Nomination and Remuneration Committee has successfully reviewed the performance of the Directors, Key Managerial Personnel, Senior Management.

40. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

41. Particulars of Employee:

There is no percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the Financial Year 2024-2025 with reference to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company would like to declare that it has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

42. Risk Management:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

43. Adequacy of Internal Financial Control with reference to Financial Statements:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

44. Cost Audit:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto 31^st March, 2024 and accordingly such accounts and records were not required to be maintained.

45. Disclosure as required under Section 22 of 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 of sexual harassment policy in line with the requirements of the “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”, hereafter mentioned as “POSH Act” and the Rules thereunder. An Internal Compliance Committee has been set up to redress complaints arising under the POSH Act. Training and awareness sessions are conducted throughout the year to enhance sensitivity at the workplace. The Management and Board of Directors together have a close watch on the functioning of the Committee and have thereby confirmed the total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received: NIL

b) No. of Complaints disposed: NIL

46. Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis Report, describing the Company’s objectives, projections, estimates and expectations, may constitute “forward looking statements “within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

47. Acknowledgments:

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors and other business partners. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.

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Mar 31, 2024

The Board of Directors of the Company have great pleasure in presenting the 14^th Board’s Report of the Company together with Audited standalone and consolidated Financial Results for the year ended March 31, 2024. This report states compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

1. STANDALONE FINANCIAL PERFORMANCE:

The highlight of the Standalone financial performance of the Company for the year ended March 31, 2024 is summarized as follows:

(Amount in lakhs)

Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	13633.82	15651.68
Other Income	30.06	47.91
Total Income	13663.87	15699.59
Direct & other related expenses	12170.33	14066.72
Employee Benefit Expenses	181.30	177.45
Financial Cost	28.97	39.38
Depreciation and amortisation expenses	7.09	8.55
Other Expenses	997.58	899.93
Total Expenses	13385.26	15192.03
Profit/(Loss) before Tax	278.61	507.56
Add: Exceptional items	5.32	-
Profit/(Loss) before Tax	283.93	507.56
Provision for Taxation (Net)	83.3	135.38
Profit/(Loss) after tax	200.64	372.18
Other Comprehensive income for the financial year	-	-
Total Comprehensive income/(loss) for the financial year	200.64	372.18
Earnings per Equity Share (?) - Face value of 10/- each	1.62	93.05

2. CONSOLIDATED FINANCIAL PERFORMANCE:

The highlight of the Consolidated financial performance of the Company for the year ended March 31, 2024 is summarized as follows:

Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	14654.11	15651.68
Other Income	56.13	48.74
Total Income	14710.24	15700.42
Direct & other related expenses	12948.08	14066.72
Employee Benefit Expenses	225.53	177.45
Financial Cost	76.44	39.38
Depreciation and amortisation expenses	114.50	8.55
Other Expenses	1146.85	899.93
Total Expenses	14511.40	15192.03
Profit/(Loss) before Tax	198.84	508.39
Add: Exceptional items	5.32	-
Profit/(Loss) before Tax	204.16	508.39
Provision for Taxation (Net)	83.51	135.38
Profit/(Loss) after tax	120.65	373.01
Other Comprehensive income for the financial year	-	-
Total Comprehensive income/(loss) for the financial year	120.65	373.01
Earnings per Equity Share (?) - Face value of 10/- each	0.97	93.25

3. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:

BUSINESS OVERVIEW

Our company is a manufacturer of Hydrated Lime (Calcium Hydroxide) & a distributor of various products such as Poultry feed supplement (MBM), Di-Calcium Phosphate (Feed Grade), Magnesium Oxide, Limestone Powder, etc With rich experience and knowledge we have built a well-established marketing network across India and we distribute animal feed products for various well renowned manufacture over the years, we have successfully supplied an impressive quantity of over 2.50 Lakh metric tons of various products, reflecting our commitment to meeting the demands of the market. The cumulative value of these supplied products has exceeded INR 7,500 million, underscoring our financial significance in the sector. With an average monthly sales volume of 2,650 metric tons, we maintain a consistent presence and contribute to the steady flow of products in the market. Our journey began with a primary focus on animal feed supplement trading till FY 2022-23 and our evolution into manufacturing is happened through the establishment of a 100% owned subsidiary.

Our wholly owned subsidiary company Shivam Chemicals and Minerals Private Limited is located at Dahej Gujarat with a manufacturing capacity of 60,000 MT. They are engaged in manufacturing of Hydrated lime (Calcium hydroxide) product.

STANDALONE FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total revenue of Rs. 13663.87 Lakhs for the year ended March 31, 2024 as against Rs. 15699.59 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 283.93 Lakhs for the year ended March 31, 2024 as compared to Rs. 507.56 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 200.64 Lakhs as compared to Rs. 372.18 Lakhs in the previous financial year.

CONSOLIDATED FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total revenue of Rs. 14710.24 Lakhs for the year ended March 31, 2024 as against Rs. 15700.42 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 204.16 Lakhs for the year ended March 31, 2024 as compared to Rs. 508.39 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 120.65 Lakhs as compared to Rs. 373.01 Lakhs in the previous financial year.

4. DIVIDEND/ TRANSFER TO RESERVES:

The Company do not recommend any Dividend for the year ended March 31, 2024.

In Financial year 2023-24 the reserve maintained with the Company is Rs. 345.43 lakhs while in the year 2022-23 reserve was Rs. 1344.79 Lakhs on standalone basis.

In Financial year 2023-24 the reserve maintained with the Company is Rs. 266.27 lakhs while in the year 2022-23 reserve was Rs. 1345.62 Lakhs on consolidated basis.

Your Company has not transferred the profits for year ended March 31, 2024 to Reserves and Surplus.

5. CHANGE OF STATUS OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

Pursuant to Special Resolution passed at Extra-Ordinary General Meeting held on November 04, 2023. Our Company changed the status of the Company from Private Limited Company to Public Limited Company.

6. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

There have no material changes and commitments affecting the financial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

7. DEPOSITS:

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.

8. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2024.

9. CAPITAL STRUCTURE:

INITIAL PUBLIC OFFER

During the year under review, the Company had successfully come out with its maiden SME - IPO (Initial Public Offering). The Public issue consisted of 45,87,000 Equity Shares at price of Rs. 44/- (including a premium of Rs. 34/-Equity Shares) aggregating to Rs. 2,018.28 Lakhs which was opened for subscription on April 23, 2024 and closed on April 25, 2024 for all the applicants. The Company received the overwhelming response for the said IPO issue and said shares got listed on the BSE - SME platform on April 30, 2024. Subsequent to completion of IPO, the paid-up share capital of the Company increased to Rs. 16,98,70,000/-

The success of IPO reflects the trust, faith and confidence that customers, business partners and markets have reposed in your Company.

AUTHORIZED SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company was increased from ? 50,00,000 (Fifty Lakhs) divided into 5,00,000 (Five Lakh) Equity Shares of ? 10 each to ? 18,00,00,000 (Eighteen Crore) divided into

I, 80,00,000 (One Crore Eighty Lakh) Equity Shares of ? 10 each pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on September 27, 2023.

ISSUED AND PAID-UP CAPITAL

During the year under review, the Company has issued ,120,00,000 equity shares of face value of ? 10 each via Bonus Issue in the ratio of 30:1 (i.e. 30 (Thirty) new shares for every 1 (One) equity share held) by approval of shareholders in the Annual General Meeting held on September 30, 2023

As on March 31, 2024, the paid-up Equity Share Capital was Rs. 16,98,70,000/- divided into 1,69,87,000 Shares of Rs. 10/- each.

10. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

As on March 31, 2024 the Company has SHIVAM CHEMICALS AND MINERALS PRIVATE LIMITED (SCMPL) as 100% subsidiary company of the SHIVAM CHEMICALS LIMITED, Details of Subsidiary Company in Form AOC-1 is attached as Annexure A.

II. LISTING OF SHARES:

The Company’s shares are listed on BSE SME platform with ISIN INE0SGR01013 & Script Code: 544165 w.e.f. April 30, 2024.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2024 were as follows:

Sr. No	Name of Director	Designation	Appointment/ Resignation/change in Designation	Date of Appointment/ Cessation/ Change in Designation
1.	Sanjiv Girdharlal Vasant	Chairman and Managing Director	Change in designation	28/11/2023
2.	Soham Sanjiv Vasant	Whole-Time Director	Change in designation	28/11/2023
3.	Shivam Sanjiv Vasant	Whole-Time Director	Change in designation	28/11/2023
4.	Manish Tarachand Pande	Non-Executive, Independent Director	Appointment	29/02/2024

Sr. No	Name of Director	Designation	Appointment/ Resignation/change in Designation	Date of Appointment/ Cessation/ Change in Designation
5.	Himani Bhootra	Non-Executive, Independent Director	Appointment	28/11/2023
6.	Kunal Bharat Shingala	Non-Executive, Independent Director	Appointment	28/11/2023
7.	Soham Sanjiv Vasant	Chief Financial Officer	Appointment	18/12/2023
8.	Rishita Taparia	Company Secretary & Compliance Officer	Appointment	18/12/2023

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

14. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 19 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

15. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013. Composition of the Committee:

Sr. No.	Name	Designation
1.	Himani Bhootra	Chairman
2.	Manish Tarachand Pande	Member
3.	Soham Sanjiv Vasant	Member

All the recommendation made by the Audit Committee in the financial year 2023-24 was approved by the Board. Further the Committee members met 1 times during the year for conducting the Meeting.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Himani Bhootra	Chairman
2.	Kunal Bharat Shingala	Member
3.	Manish Tarachand Pande	Member

Further the Committee members met 1 time during the year for conducting the Meeting.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Kunal Bharat Shingala	Chairman
2.	Shivam Sanjiv Vasant	Member
3.	Soham Sanjiv Vasant	Member

Further the Committee members met 1 time during the year for conducting the Meeting.

III. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company is constituted under the as per the provisions of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Soham Sanjiv Vasant	Chairman
2.	Kunal Bharat Shingala	Member
3.	Manish Tarachand Pande	Member

Further the Committee members met 1 time during the year for conducting the Meeting.

16. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual directors including the chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www. shivamchem. com.

17. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on SME platform of BSE., the provisions of Corporate Governance are not applicable on the Company.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices, the website link is www.shivamchem.com.

19. ANNUAL EVALUATION:

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 NonIndependent 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.

20. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www. shivamchem. com

21. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

22. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

23. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT:

All related party transactions that were entered into during the Period under review, were on arm’s length basis and in the ordinary course of business. No materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-A.

25. AUDITORS:

STATUTORY AUDITORS

The Shareholders of the Company had appointed M/s. PSRD & Co., Chartered Accountants, Hubtown Solaris, Unit No. 207,2 Floor, N.S. Phadke Road, Opposite Teli Galli, Near Regency Hotel, Andheri (E), Mumbai 400069, Maharashtra, as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Bharat Kanakia & Associates., Chartered Accountants to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2024.

Accordingly, as per recommendation of Audit Committee, the Board of Directors in their meeting held on 14^th August, 2024 has appointed M/S. PSRD & Co., Chartered Accountants (Firm Registration No. 126390W) as Statutory Auditor of Company for the period of 5 years i.e., from F.Y. 2024-25 to 2028-29 subject to approval of Shareholders in the Annual General Meeting of Company.

SECRETARIAL AUDITORS

During the year under review, Secretarial audit was not applicable. However, in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board will appoint secretarial Auditor of Company for F.Y. 2024-25.

INTERNAL AUDITORS

During the year under review, M/s. Bharat Kanakia & Associates, Chartered Accountants, Firm Registration No. 116361W had been appointment as Internal Auditor of the Company for F.Y. 2024-25.

AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under review.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditor''s Report: During the year under review, Secretarial audit was not applicable. However, in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board will appoint secretarial Auditor of Company for F.Y. 2024-25.

26. EXTRACTS OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March 2024 is available on the Company’s website https ://www. shivamchem. com/.

27. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - B.

28. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

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 is provided in this Report as Annexure C which forms part of this Report.

29. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. It considers that, ‘it does not exist only for doing good business, but equally for the betterment of society. ’ It is always at the forefront while extending helping hand to the public at large.

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the society, by contributing to the social, economic and environmental development of the society at large.

In compliance with the requirements of Section 135 of the Act read with the applicable rules made thereunder the Company has a duly constituted CSR Committee which steers the CSR activities. The CSR Policy, formulated in accordance with the Act (as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at link https ://www. shivamchem. com/

The Company generally undertakes projects/activities pertaining to (a) Education / Skill Development Programme, (b) Art & Culture, and (c) Health & Safety etc.

During FY 2023-24, the Company had spent an amount of Rs. 8.50 Lakhs on various CSR Activities as against the CSR obligation of Rs. 8.47 Lakhs, resulting in excess CSR spent of Rs. 0.03 Lakhs. The excess amount is to be set-off in succeeding 3 financial years.

The Annual Report on CSR activities forming part of this Report is attached as Annexure D.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 134(3)(m) of the Companies Act, 2013 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company considering the nature of activities undertaken by the Company during the year under review.

31. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

32. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

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 16th 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.

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaint Committee (‘ICC’) constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

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

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

35. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto March 31, 2023 and accordingly such accounts and records were not required to be maintained.

36. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

37. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website www. shivamchem. com

38. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

39. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), with respect to Directors Responsibility Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2024 and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and, of the profits and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

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

40. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board Shivam Chemicals Limited

Sd/- Sd/-

Sanjiv Girdharlal Vasant Soham Sanjiv Vasant

Chairman and Managing Director Whole Time Director

DIN - 03036854 DIN - 03036861

Place: Mumbai Date: 16-08-2024