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SHIVAM AUTOTECH LTD.

12 February 2026 | 12:00

Industry >> Auto Ancl - Others

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ISIN No INE637H01024 BSE Code / NSE Code 532776 / SHIVAMAUTO Book Value (Rs.) 0.13 Face Value 2.00
Bookclosure 10/12/2021 52Week High 40 EPS 0.00 P/E 0.00
Market Cap. 294.68 Cr. 52Week Low 18 P/BV / Div Yield (%) 0.00 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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

Financial Highlights

The Company's financial performance, for the year ended March 31,2025 is summarized below:

Particulars

Year Ended

March 31 ,2025

March 31, 2024

Revenue from Operation

45,398.28

46,966.42

Other Income

250.42

394.19

Total income

45,648.70

47,360.61

Expenses

(a) Cost of materials consumed

16,915.91

18,409.30

(b) Changes in inventories of finished goods and work in progress

(627.79)

(227.79)

(c ) Consumption of stores & spares

4,152.88

4,242.75

(d) Employee benefits expense

5,706.46

5,866.51

(e) Depreciation and amortization expenses

3,317.90

3,595.70

(f) Job work charges

2,093.13

2,115.90

(g) Finance Cost

5,940.62

5,770.35

(h) Other expenses

12,716.77

12,299.95

Total expenses

50,215.88

52002.67

Profit / (Loss) before tax

(4,567.18)

(4,642.06)

Total Tax Expense

237.01

376.50

Net Profit / (Loss) after tax for the period

(4,804.19)

(5,018.56)

Other Comprehensive Income

63.84

(50.36)

Total comprehensive income / (Loss) for the period

(4,740.35)

(5,068.92)

Earning per Share (Basic) (in INR)

(3.89)

(4.11)

Earning per Share (Diluted) (in INR)

(3.89)

(4.11)

State of Company's Affairs and Future Outlook

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

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

alignment of new technologies and services will also ensure
Company's strong growth impetus.

Business Overview

Company's efforts to utilize its manufacturing facilities
optimally have continued during the year. Aside from Hero
Motocorp which continues to be the major customer of the
Company, newly developed customers such as Hilti, Mando,
Maruti, Denso and Others, their business has gained further
traction during the year. Outlook for the coming year looks

positive with further consolidation of Company's Business
based on such wider pool of Customers.

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

Transfer to General Reserve

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

Dividend

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

Holding Company

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

Your company continues to be a subsidiary company of
DMIPL.

Subsidiary Companies, Joint Ventures or Associate
Companies

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

Management Discussion and Analysis report

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

Board of Directors

a) Meeting of Board of Directors

A calendar of Meetings is prepared and circulated
in advance to the Directors. During the Financial
Year 2024-25, 8 meetings of the Board of Directors
of the Company were held on 27th May, 2024, 12th
August, 2024, 13th November, 2024, 18th January,
2025, 22th January, 2025, 07th February, 2025, 20th
February, 2025 and 13th March, 2025. The intervening
gap between the meetings was within the period
prescribed under the Companies Act, 2013 read with
MCA General Circular No. 11/2020 dated March 24,
2020 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as "SEBI
Listing Regulations") read with SEBI Circular SEBI/HO/

CFD/CMD1/CIR/P/2020/3 dated March 19, 2020 & SEBI/
HO/CFD/CMD1/CIR/P/2020/110 dated June 26, 2020.
For details of the meetings of the Board, please refer to
the Corporate Governance Report, which forms part of
this Annual Report.

b) Appointment/re-appointment of Directors

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

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

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

c) Changes in Directors and Key Managerial Personnel

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

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

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

Key Managerial Personnel

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

d) Committees of the Board

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

e) Declaration by Independent Director

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

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

f) Board Evaluation

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

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

The questionnaire was formulated based on the
following criteria:

• The Board composition and structure,

• Effectiveness of board processes,

• Information and functioning, Knowledge & Skill

• Personal Attributes,

• The composition of committees,

• Effectiveness of committee meetings,

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

• Preparedness of Directors on the issues to be
discussed,

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

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

g) Separate Meeting of Independent Directors

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

h) Policy on Directors' remuneration and other details

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

Statutory Auditors and Auditor's Report

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

Explanation to Auditors' Remarks

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

Share Capital

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

Authorised Share Capital

As at

March 31, 2025

As at

March 31, 2024

22.00. 00.000 (previous year-

15.00. 00.000) equity shares
of Rs. 2 /- each

4400.00

3000.00

Issued, Subscribed and Fully
Paid Up

131495219 (previous year-
12,22,22,222) equity shares
of Rs 2/- each

2629.90

2444.44

Total

2629.90

2444.44

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

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

Deposits

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

Finance

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

Transfer to Investor Education and Protection Fund

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

Secretarial Auditor and Secretarial Audit &Compliance
Report

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

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

Explanation to Secretarial Audit Report

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

1. DISCLOSURE OF RELATED PARTY TRANSACTIONS

With reference to the observation, it is respectfully

(RPTs):

submitted that pursuant to Regulation 23(9) of SEBI (LODR)

As per Regulation 23 (9) of SEBI (LODR), 2015, the
Company is required to disclose RPTs on in every 6
Months basis within specified time from closure of
board meeting in which financial were approved.

Regulations, 2015, the Company duly disclosed the Related
Party Transactions for the half year ended 31st March, 2024
on 28th May, 2024, i.e., immediately after the Board Meeting
held on 27th May, 2024.

The Company has approved the half yearly financial
statement for the period ended on 31st March, 2024
on 27th day of May, 2024. Disclosure should be given
within specified time from 27th day of May, 2024, being
the date of Board Meeting.

The said fine has been paid without prejudice and purely in
the spirit of regulatory compliance, and the Company shall
ensure stricter adherence to disclosure timelines in future.

Intimation was given on 28th day of May, 2024. BSE
and NSE both have imposed fine of Rs. 5,900 each. The
company has paid the fine.

2.

IN-PRINCIPLE APPROVAL UNDER REGULATION 28
(1) OF SEBI (LODR) REGULATIONS, 2015:

The Company has issued optionally convertible
debentures on a private placement basis during the
period previous to the period under review, in-principle
approval from stock exchanges has not been Obtained
as required under Regulation 28 (1) of SEBI (LODR)
Regulations, 2015.

NSE and BSE both imposed fine on the listed entity
dated on 14th December, 2023 and 15th April, 2025
respectively.

Application rejected by NSE & BSE. NSE imposed fine of
Rs. 59000 (imposed in 2023-24) BSE imposed fine of Rs.
59000 (imposed on 15th April, 2025).

With reference to the observation, it is respectfully
submitted that the issuance of Optionally Convertible
Debentures (OCDs) on a private placement basis to India
Credit Opportunities Fund II, a scheme of India Credit
Opportunities Trust, involved initial challenges in identifying
the ultimate beneficial owner (UBO).

To address this, the Company undertook ratification of UBO
disclosures through a postal ballot dated 21st December,
2024. Subsequently, upon receipt of notices from NSE and
BSE regarding non-compliance under Regulation 28(1)
of SEBI (LODR) Regulations, 2015, the Company paid the
penalties levied, without prejudice.

The Company has since strengthened its internal review and
compliance mechanisms to prevent such instances in future.

3.

ADVISORY LETTER ISSUED BY NSE:

NSE has issued Advisory Letter for non-compliance
of the proviso Regulation 167(2) under SEBI (Issue of
Capital and Disclosure Requirements) Regulations,
2018.

NSE has Observed that 250 unlisted secured Optionally
Convertible Debentures were not kept under lock in
resulting into non-compliance of proviso of Regulation
167(2) of SEBI (ICDR) Regulations, 2018.

With reference to the observation, it is respectfully submitted
that the deviation in compliance under Regulation 167(2)
of SEBI (ICDR) Regulations, 2018 regarding lock-in of 250
unlisted secured Optionally Convertible Debentures was
inadvertent and without malafide intent. The Board has duly
taken note of the advisory issued by NSE and necessary steps
are being taken to ensure strict compliance going forward

4.

The Company has, during the year under review,
filed various e-forms beyond the due dates and with
additional fee (ad valorem cost) as detail under:

E-form MGT-7,E-Form, E-form AOC-4 XBRL, E-form
CHG-9 filed vide SRN AA7585384, E- Form CHG-9 filed
vide SRN AA7605792, E- Form DPT-3 filed vide SRN
AA9203386, E-form MGT-14 filed vide SRN AA9764866,
E-Form MR-1 filed vide SRN AB1584782 dated on
AB1584782 for re-appointment of Mrs. Charu Munjal as
whole-time director with effect from 01/06/2023 was
filed with late fee of Rs. 7,200. the form was filed beyond
300 days, E-Form CHG-9 filed vide SRN AB2950632 and
E- SH-7 filed vide SRN AB3150182

The Company has filed all forms with applicable additional
fees as per Section 403 of the Companies Act, 2013, and the
Board has duly taken note of the same.

Audit Committee

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

Mr. Sunil Chinubhai Bakil : Chairperson
Dr. Anil Kumar Gupta : Member

Mr. Yogesh Chander Munjal : Member

Dr. Neetika Batra : Member

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

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

Nomination and Remuneration Committee

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

Mr. Sunil Chinubhai Vakil : Chairperson

Dr. Anil Kumar Gupta : Member

Mr. Yogesh Chander Munjal : Member

Dr. Neetika Batra : Member

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

Nomination and Remuneration Policy and Remuneration
to the Directors

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

Business Risk Management

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

• Proactively identify and highlight risks to the right
stakeholders

• Facilitate discussions around risk prioritisation and
mitigation

• Provide a framework to assess risk capacity and
appetite;

• develop systems to warn when the appetite is getting
breached

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

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

Further the Board has also identified the following risks:

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

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

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

Disclosure on Establishment of a Vigil Mechanism

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

Material Changes Affecting the Financial Position of the
Company

There are no material changes and commitments affecting
the financial position of the company which have occurred
between the end of the financial year of the company to
which the financial statements relate and on the date of this
report.

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

Significant or Material Orders passed by the Regulators

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

Changes in the Nature of Business

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

Annual Return

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

Business Responsibility Report

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

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

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

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

Particulars of Contracts or Arrangements with Related
Parties

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

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

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

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

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

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

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

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

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

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

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

IATF 16949/ISO 14001/ISO 45001 Accreditation

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

Listing

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

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

Corporate Governance

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

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

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

Disclosures for Maintenance of Cost Records

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

Prevention of Sexual Harassment Cases

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

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

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

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

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

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

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

Directors' Responsibility Statement

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

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

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

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

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

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

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

Managerial Remuneration

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

Particulars of Employees

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

Environment, Health & Safety

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

The Company has taken an initiative to preserve
environment by indulging in paper recycling activity. The
paper recycling pertains to the processes of reprocessing
waste paper for reuse. Recycling paper preserves trees
and forests. Recycled paper serves as an environmental
friendly resource for paper manufacturers, saving costs
and energy.
The Company has recycled approx. 960 kgs of
waste paper till March 31,2025, contributing in saving 17
nos. of trees.

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

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

Human Resource Development

The Company believes that people who feel truly associated
with the organisation are the ones who perform to their

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

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

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

Board Diversity Policy

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

Proceeding Under Insolvency and Bankruptcy Code,
2016

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

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

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

Policies

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

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

Secretarial Standards

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

Acknowledgments

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

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

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

For and on behalf of the Board For and on behalf of the Board

Neeraj Munjal Charu Munjal

Place: Gurugram Managing Director Whole Time Director

Date: August 14, 2025 DIN: 00037792 DIN:03094545