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Your directors have pleasure in presenting the Forty-Sixth Annual Report of Shivagrico Implements Limited (the "Company") along with the Audited Financial Statements for the Financial Year Ended 31^st March, 2025.

1. FINANCIAL RESULTS:

2. PERFORMANCE & RESULTS:

The total turnover of the company remained the same as compared to the previous year. However, on account of increase in overall production by 24%, particularly in service-oriented products, especially during the last quarter, the profits of the company stood at Rs. 37.78 lacs as compared to previous year Rs 7.05 lacs.

The improved result in the last quarter is due to overall increase in production and especially of the high value service-oriented products as well as an increase in the company's exports.

3. OPERATIONS AND FUTURE PLANS

Looking to the present scenario the management of the company has taken following steps:

Export in the current year was Rs. 699.93 Lacs as compared with the previous year Rs. 902.19 lacs reflecting a decline of approximately 22.41%. This reduction is primarily attributed to the challenging bad international scenario, including the on-going conflicts between Ukraine and Russia, as well as between Israel and Hamas, which have negatively impacted overseas market sentiment.

The company is continuously developing new products in rolling mill as well as forging products as per the demands of customers and market in close working with the buyers.

The company is increasing it's distributor network Pan India.

4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

There is no Change in the nature of Business of the company during the Financial Year 2024-2025.

5. DIVIDEND:

In order to conserve the resources, your Board of Directors regrets its inability to declare dividend for the year 2024-25.

6. ISSUE OF SHARES:

The Company during the year under review has not issued any shares including Sweat Equity Shares or Shares with differential rights or under Employee Stock option scheme nor did it buy-back any of its shares.

7. BORROWINGS:

The total long term and short-term borrowings as at 31^st March, 2025 stood at Rs. 1583.53 lacs as against of Rs. 1917.21 lacs as on 31^st March, 2024.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES :

Since the Company has no subsidiaries, Associates and Joint Ventures, provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 are not applicable.

9. CAPITAL EXPENDITURE

During the financial year 2024-25 the Company's outlay towards capital expenditure (fixed assets) was Rs. 78.86 lakhs.

In compliance with Section 134(3) (c) of the Companies Act, 2013, your directors, on the basis of information made available to them, confirm the following for the year under review:

(i) In the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards had been followed and that no material departures have been made from the same.

(ii) They have 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 at the end of the financial year and of the profit of the company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mr. Vimalchand Jain (DIN: 00194574), shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company.

Brief profile of the Directors proposed to be re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – II (General Meeting), are part of the Notice convening the Annual General Meeting.

During the year under review, there is no change in Key Managerial Personnel (KMP) as defined under section 2(51) and 203 of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance, the directors individually, as well as the working of its committees.

The performance of Board, Committees and Individual Directors was evaluated on the basis of criteria such as:

* Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc.

* Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.

* Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience, and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organization's strategy, etc.

* Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017

All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other business matters.

The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board / Committee meetings is generally circulated at least a week prior to the date of the meeting.

During the year under review, six (6) Board Meetings and four (4) Audit committee meetings were convened and held. Details of each such meeting are given in the Corporate Governance Report which forms a part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the financial year 2024-25, the Company had three (3) Committees of the Board, namely

* Audit Committee

* Nomination and Remuneration Committee

* Stakeholders Relationship Committee

The Board decides the terms of reference for these committees. Minutes of meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc. of these Committees are provided in detail, in the Corporate Governance Report which forms a part of this Annual Report.

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and is available on the Company's website at www.shivagrico.in

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work perform by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during financial year 2024-25.

The provisions of Section 134 (3)(o) and 135(1) of the Companies Act, 2013 read with Rule 8 of Companies (CSR) rules is not applicable to the Company as it is not falling under the criteria mentioned in the Act.

M/s. Ambavat Jain & Associates LLP (Firm registration No. 109681W), were appointed as Statutory Auditors of the Company at 44^rd Annual General Meeting held on 22^nd September, 2022, to hold office till the conclusion of the 48^th Annual General Meeting.

The Auditor's Report for the financial year ended 31^st March, 2025 on financial statements of the Company is a part of this report and is annexed to this Annual Report.

The Auditor's Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31^st March, 2025.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any other comments. The Auditors Report contains an unmodified opinion.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. A.D. Parekh & Associates a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report (Annexure-B) forms a part of the B oard's report to the Members.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. However, the Secretarial Audit Report contains the remark that - there was a delay in filing one e-form required to be submitted to the Registrar of Companies.

Board's Reply: There was a delay in filing e-forms. However, the form has been filed with additional fees. The delayed filings do not have any adverse effect on the financial statements or the functioning of the Company.

The provisions of Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

During the Financial Year 2024-25 under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

Pursuant to clause 15 (2) (a) of SEBI (Listing Obligation and Disclosure Requirement), Regulation, 2015 compliance with Corporate Governance provisions as specified under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015 are not applicable to the Company; however, the Company operates with well-defined risk management policy to identify measures to mitigate various business risks.

The Company has evolved risk management policy identifying primary risk and secondary risk. Primary risk includes manpower development, product efficiency, fluctuation in price of raw materials and competition. Although the profitability of the company may be affected on account of these risk factors, Board has not identified any risk which threatens the existence of the Company.

Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

The transactions with the related parties are disclosed in Note No. 37 to the ‘Notes on Accounts' forming part of the Financial Statements and form AOC-2 is annexed as Annexure A

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the Annual Return for the financial year 2024-25 is available on the Company's website at www.shivagrico.in

The company continues to maintain cordial relationship with its workforce.

There were no employees during the whole or part of the year that were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The total number of employees employed with your company as 31^st March, 2025 is 248 as compared to 248 as on 31^st March, 2024.

During the year under review, the Company has not paid any remuneration, sitting fees for attending Board/ Committee Meetings and Commission to any of its directors.

During the year under review, no remuneration has been paid to any of the directors, and hence the ratio of remuneration of each Director to the median of the employees has not been calculated.

The Paid-up Equity Share Capital and Net Worth as per Audited Balance Sheet as at 31^st March, 2025 of our company is Rs. 501.36 lakhs and Rs. 747.10 lakhs respectively. In view of the same and pursuant to clause 15 (2) (a) of SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance provisions as specified of Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 shall not apply to our company.

However, as a matter of good corporate Governance practice, a detailed report on the Corporate Governance system and practices of the Company forming party of this report is given as a separate section of the Annual report.

A Management Discussion and Analysis on the business and operations of the company forming part of this report is given as a separate section of the annual report.

The Company has not accepted any deposits from public within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review and no amount of principal or interest on fixed deposits was outstanding as on the Balance Sheet Date.

Information in accordance with the provisions of pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) (A) & (B) of the Companies (Accounts) Rules, 2014, as amended from time to time, regarding conservation of energy and technology absorption is given in the statement annexed as Annexure C hereto and forming part of the report.

No material changes and commitments which could affect the company's financial position that have occurred between the end of the financial year of the Company and date of this report.

There is no significant material order passed by the Regulators/ Courts which would impact the going concern status of your Company and its future operations.

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act') and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). No complaints have been received on Sexual harassment for the financial year ending 31st March 2025. The Company is committed to providing a safe and conducive work environment.

The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The policy is also available on the website of the Company at www.shivagrico.in

The details of earnings and expenditure in foreign currency are given in Note no. 41 in the Notes Forming Part of the Financial Statement.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company has not declared any dividend during the last seven years and accordingly there are no unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

In conformity with the Accounting Standard-3 issued by the Institute of Chartered Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Cash Flow Statement for the year ended 31^st March, 2025 is annexed to the accounts.

During the year under review, the Company does not propose to transfer any amount to reserves pursuant to the provisions of Section 134(3)(j) of the Companies Act, 2013.

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE Limited where the Company's Shares are listed.

The Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of Company Secretaries of India (ICSI).

The Ministry of Corporate Affairs (MCA) on 16th February, 2015 notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of Companies from 1^st April, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from 1st April, 2017 and since then the company continues to follow the same.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk, financial risk and compliances & legal risk.

Certain statement in the management discussion and analysis may be forward looking within the meaning of applicable securities laws and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company's operations include competition, price realization, changes in government policies and regulations, tax regimes, economic development and other incidental factors.

The industrial relations continued to be generally peaceful and cordial during the year. Your directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during the year under review.

No application has been filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company under the IBC before the National Company Law Tribunal.

Yours Company and its Directors wish to sincerely thank all the customers, financial institutions, creditors etc. for their continuing support and co-operation.

Yours directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.