Your Directors take pleasure in presenting the 20^th Annual Report together with the Audited
Financial Statements for the year ended March 31, 2025.

1. FINANCIAL SUMMARY:

[Amount in Lakhsl

During the year under review, the Company recorded a total income of Rs. 2,20,480.33/- (in
Lakhs) as compared to Rs. 1,53,668.78/- (in Lakhs) in previous year registered an increase of
43.48%.

The Company has earned a profit for the year of Rs. 4,811.41 /- (in Lakhs) as compared to
profit of Rs. 3,004.89/- (in Lakhs) during the previous year, registered an increase of 60.12%.

2. BUSINESS OVERVIEW:

The Company operates as a value-adding distribution partner, offering a wide range of
hydrocarbon solvents and specialty chemicals sourced from both domestic and international
suppliers. With a customer-centric approach and strong vendor relationships, Shiv Texchem
focuses on supplying consistent-quality chemicals that meet the technical and commercial
expectations of its clients.

Headquartered in Mumbai, the Company has developed a responsive supply chain and built
long-standing relationships across key industry verticals. the product family viz. Acetyls,
Alcohol, Aromatics, Nitriles, Monomers, Glycols Phenolic, Ketones, and Isocynates, which are

critical raw materials and inputs and have application across wide spectrum of industries like
paints and coatings, printing inks, agro-chemical products, specialty polymers,
pharmaceuticals products and specialty industrial chemicals, and various other solvents that
serve as raw materials or intermediates in industrial applications. With its recent transition to
a listed public company, Shiv Texchem aims to expand its product basket, deepen market
penetration, and continue delivering reliable, efficient, and sustainable chemical solutions.

3. DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any fixed
deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

4. DIVIDEND:

Board does not recommend any dividend for the year 2024-25.

As per SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, Company
formulate the Dividend Distribution Policy. Accordingly, the policy was adopted to set out the
parameters that would be taken on account by the Board. The policy is available on website
of the Company https://shivtexchem.com/wp-content/uploads/2024/07/Dividend-Distribution-
Policy.pdf.

5. TRANSFER TO RESERVES:

The Board of Directors transferred Rs. Rs. 4,811.41 Lakhs.to the General Reserves.

6. INITIAL PUBLIC OFFERING AND LISTING:

During the year under review, your Company successfully completed its Initial Public Offering
(IPO) by issuing 61,05,600 fresh Equity Shares through a Fresh Issue to the public. The issue
was subscribed by a broad base of investors, including Qualified Institutional Buyers (QIBs)
and Retail Individual Investors (RIIs), in accordance with the provisions of the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

The proceeds from the IPO have been deployed towards the objectives outlined in the offer
document, including funding working capital requirements, general corporate purposes, and
enhancing the Company's financial flexibility.

Pursuant to the successful completion of the IPO, the Equity Shares of the Company were
listed on the BSE-SME Platform of the Bombay Stock Exchange Limited (BSE) on October 15,
2024.

All the equity shares of the Company, including those issued under the IPO, are held in
dematerialized form with either of the depositories, National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted to the
Company's equity shares is INE0YRO01015.

The Equity Shares issued under the IPO rank pari-passu in all respects with the existing equity
shares of the Company.

7. SHARE CAPITAL:

As at March 31, 2025, the Authorised Share Capital of the is Rs. 25,00,00,000/- divided into
2,50,00,000 Equity Shares of INR 10/- each.

The Issued, Subscribed and Paid-Up Equity Share capital of the Company as at March 31, 2025
stood at Rs. 23,17,22,720/- divided into 2,31,72,272 Equity Shares of face value of Rs. 10/-
each.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors and Key Managerial Personnel of the Company as on the date of this
Report are as under:

9. Changes in the Board of Directors and Key Managerial Personnel of the Company during the
year:

Mr. Vikas Pavankumar was designated as Managing Director with effect from July 08, 2024 for
a period of 5 years and whose office shall be liable to retire by rotation.

Mr. Shyamsundar Chokhani was designated as Whole-time director with effect from July 08,
2024 for a period of 5 years and whose office shall not be liable to retire by rotation.

Mr. Hemanshu Chokhani was designated as Whole-time director and also appointed as the
CFO of the Company with effect from July 08, 2024 for a period of 5 years and whose office
shall be liable to retire by rotation.

Mrs. Neha Hemanshu Chokhani was re-designated as Whole-time Director with effect from
July 08, 2024 for a period of 5 years and whose office shall be liable to retire by rotation.

Mr. Rajen Hemchand Gada (DIN: 01642360) was appointed as an Independent Director for a
period of five years with effect from July 08, 2024 at the meeting of Board of Directors held
on July 08, 2024.

Mr. Girdhari Lal Kundalwal (DIN: 10124589) was appointed as an Independent Director for a
period of five years with effect from July 08, 2024 at the meeting of Board of Directors held
on July 08, 2024.

Mr. Sushil Kumar Relan (DIN: 10356424) was appointed as an Independent Director for a
period of five years with effect from July 08, 2024 at the meeting of Board of Directors held
on July 08, 2024.

Ms. Dinky Jain was appointed as the Company Secretary of the Company w.e.f. July 08, 2024.

10. Retire by Rotation:

In accordance with the provisions of section 152 of Companies Act, 2013, read with Rule made
thereunder and the Articles of Association of the Company, Mrs. Neha Hemanshu Chokhani
is retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered
herself for re-appointment.

11. Meetings of the Board:

During the financial year ended March 31, 2025, Thirty Two Meetings of the Board of Directors
were held on 30.05.2024, 07.06.2024, 14.06.2024, 24.06.2024, 28.06.2024, 08.07.2024,

09.07.2024, 11.07.2024, 16.07.2024, 18.07.2024, 19.07.2024, 22.07.2024, 26.07.2024,

27.07.2024, 30.07.2024, 12.08.2024, 16.08.2024, 21.08.2024, 22.08.2024, 29.08.2024,

02.09.2024, 20.09.2024, 24.09.2024, 25.09.2024, 26.09.2024, 09.10.2024, 29.10.2024,

14.11.2024, 29.11.2024, 10.12.2024, 26.12.2024, 26.03.2025.

12. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Associates and Joint Ventures. The Statement on
performance of Subsidiary, Associates and Joint Ventures in Form AOC-1 is not applicable to
the company.

13. NATURE OF BUSINESS AND CHANGES

Shiv Texchem Limited is primarily engaged in the business of importing and distribution of
hydrocarbon-based chemicals of the product family viz. Acetyls, Alcohol, Aromatics, Nitriles,
Monomers, Glycols Phenolic, Ketones, Nithles and Isocynates, which are critical raw materials
and inputs and have application across wide spectrum of industries like paints and coatings,
printing inks, agro-chemical products, specialty polymers, pharmaceuticals products and
specialty industrial chemicals.

During the year under review, there has been no change in the nature of business of the
Company. However, with the successful completion of its Initial Public Offering (IPO) and
listing on the BSE-SME Platform, the Company is now poised for strategic growth. It aims to
explore adjacent product segments and expand its customer base across diversified sectors,
while continuing to maintain its core focus on quality, compliance, and customer-centric
innovation.

14. PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE:

The particulars of Investments have been disclosed in the financial statements. However,
there are no Loans and guarantees given by the Company as at 31.03.2025.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

Except for the listing approval granted by the Bombay Stock Exchange (BSE) in October 2024
in connection with the Company's Initial Public Offering, no significant or material orders
have been passed by any regulators, courts, or tribunals during the year under review which
could adversely affect the going concern status of the Company or have a material impact on
its future operations.

16. CONVERSION OF PRIVATE COMPANY TO PUBLIC COMPANY AND LISTING:

During the year under review, the status of the Company was changed from a Private Limited
Company to a Public Limited Company, and accordingly, the name of the Company was
changed to Shiv Texchem Limited, pursuant to the issuance of a fresh Certificate of
Incorporation by the Registrar of Companies, Mumbai.

Subsequently, the Company transitioned from an unlisted public company to a listed public
company by undertaking an Initial Public Offering (IPO) under the SME platform of the
Bombay Stock Exchange (BSE). The equity shares of the Company were successfully listed on
the BSE SME Platform with effect from 15th October 2024.

This transition marks a significant milestone in the Company's corporate journey, enhancing
transparency, governance standards, and access to capital markets.

17. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties during the year under review were in the
ordinary course of business and were carried out on an arm's length basis, in compliance
with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

During the financial year 2024-25, there were no material related party transactions as
defined under Section 188 of the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014 and applicable SEBI regulations. However, the Company has
provided the summary of related party transactions undertaken during the financial year
2024-25 on arms length basis in Form AOC-2 pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014, which forms part of this Annual
Report and is annexed as Annexure I to this Board's Report.

However, as a matter of good governance, all related party transactions were placed before
the Audit Committee and the Board of Directors, wherever it necessitates, for their review
and approval, clearly sefflng out the nature, value, terms, and rationale of the transactions.

18. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act,
2013, the Annual Return of the Company for the financial year ended 31^st March 2025, in
draft Form MGT-7, is available on the website https://shivtexchem.com/financial-reports/.

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY

The Board of Directors of the Company has adopted a Risk Management Policy to frame,
implement, and monitor a comprehensive risk management framework. This policy enables

the Company to proactively identify, assess, and mitigate various business and operational
risks in a structured and consistent manner.

The Board is responsible for overseeing the implementation of the risk management
framework and periodically reviewing the risk management plan to ensure its effectiveness.
Risks identified across business functions are continuously monitored and addressed through
appropriate mitigation strategies and internal controls.

In the opinion of the Board, the rising input costs, along with frequent changes in government

policies and regulatory frameworks, constitute significant risk factors that could potentially
impact the operations or threaten the long-term sustainability of the Company. The Company
remains committed to maintaining a responsive and adaptive risk management approach to
navigate such challenges effectively.

20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial control systems commensurate with
the size and nature of its operations. These controls are designed to provide reasonable
assurance regarding the reliability of financial reporting, the integrity of accounting records,
the safeguarding of assets, the prevention and detection of frauds and errors, and the
compliance with applicable laws and regulations.

For the financial year ended 31st March 2025, the Company has appointed an Internal
Auditor, whose scope, authority, and responsibilities are defined under the terms of reference
approved by the management. In order to ensure objectivity and independence, the Internal
Auditor reports directly to the Managing Director of the Company.

The Internal Auditor is responsible for evaluating the adequacy and effectiveness of the
internal control systems, ensuring adherence to operating procedures, and assessing the
Company's compliance with its accounting policies and statutory obligations.

Based on the findings of the internal audit reports, actions are initiated by the respective
process owners to address control gaps and strengthen internal systems. The status of
implementation of recommended corrective actions, if any, are periodically reviewed and
presented to the appropriate Committees of the Board, thereby reinforcing the overall control
environment of the Company, if requires.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION SINCE THE
END OF THE FINANCIAL YEAR:

Company has received the listing approval granted by Bombay Stock Exchange (BSE) in
October 2024 in connection with the Company's Initial Public Offering. There have been no
other material changes and commitments, affecting the financial position of the Company,

that have occurred between the end of the financial year to which these financial statements
relate and the date of this report.

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

A. Conservation of Energy:

The Company has always placed high emphasis on energy efficiency across its operations.
During the year under review, steps were taken to optimize energy consumption through
regular maintenance of equipment, adoption of efficient process controls, and usage of
energy-saving lighting systems at its facilities. The Company continues to monitor and
implement measures for operational energy efficiency as an ongoing commitment.

Power and Fuel Consumption

B. Technology absorption, adaptation and innovation:

The Company continues to upgrade its production processes and adopt best practices for
quality improvement and cost optimization. It encourages in-house R&D and technical
collaborations for enhancing product performance and expanding applications. During the
year, no imported technology was absorbed and no significant expenditure was incurred on
research and development. However, the Company remains focused on improving process
technologies and maintaining product consistency to meet diverse customer needs in
specialty chemicals.

C. Foreign Exchange Earning and Outgo (Amount in Rupees)

Details of Foreign Exchange Earnings and Outgo are as follows:

D. Expenditure on R&D:

During the year under review, there was no significant expenditure incurred on Research and
Development (R&D) activities. Accordingly, no specific disclosures are required in this regard.

However, the Company continues to adopt relevant process improvements and operational
efficiencies as part of its ongoing business practices.

23. STATUTORY AUDITORS:

The tenure of M/s. Sunderlal, Desai & Kanodia, Chartered Accountants, Mumbai (Firm
Registration No. 110560W), as Statutory Auditors of the Company, be concluded at the
ensuing 20th Annual General Meeting of the Company.

Accordingly, in compliance with the provisions of Section 139 of the Companies Act, 2013 and
based on the recommendation of the Audit Committee, the Board of Directors has proposed
the appointment of Mr. Yatin Kumar Shah, Chartered Accountant (Membership No. 159796),
Mumbai, as the Statutory Auditor of the Company.

Mr. Shah is eligible to be appointed as the statutory auditor of a listed company and has
consented to act as such, if appointed. His appointment is proposed for a term of five
consecutive years, from the conclusion of the ensuing Annual General Meeting until the
conclusion of the 25^th Annual General Meeting, to be held for the financial year ending on
31^st March 2030, subject to approval of the shareholders.

The current auditors report does not contain any qualification or adverse remarks.

The Auditors have not reported any frauds.

24. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has in place a
duly approved CSR Policy and a constituted CSR Committee to oversee the implementation
of CSR activities.

During the year under reporting, Company has spent Rs. 55 Lakhs towards the Corporate
Social Responsibilities. A brief outline of the CSR Policy, the composition of the CSR
Committee, and the details of initiatives undertaken by the Company during the financial year
are provided in Annexure II to this Report, in the format prescribed under the relevant Rules.

The CSR Policy of the Company is available for inspection at the Registered Office of the
Company and can be accessed by stakeholders upon request.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, the Board of Directors of the Company hereby confirms that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2025,

the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

b) The Directors 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 as at the end of the financial year and of the profit
of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

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

e) The Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls were adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

26. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

The declarations required under Section 149(7) of the Companies Act, 2013 from the
Independent Directors of the Company confirming that they meet the criteria of
independence under Section 149(6) of the Companies Act, 2013, have been duly received by
the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6
of Companies (Appointment of Directors) Rules 2014. The independent directors have also
complied with the Code for Independent Directors prescribed in Schedule IV to the Act and
Code of Conduct for Directors and senior management personnel. In the opinion of the Board,
there has been no change in the circumstances which may affect their status as Independent
Directors of the Company.

27. OTHER MATTERS AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:

a) During the financial year following Companies became / ceased to be Company's
Subsidiaries, Joint Ventures or Associate Companies:

b) During the Financial year no application has been made and no proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.

c) During the year under review, there was no settlement of loan taken from Banks or
Financial Institutions and hence the details of difference between amount of the
valuation done at the time of one time settlement and the valuation done while taking
loan form the Banks or Financial Institutions along with the reasons thereof is not
applicable.

28. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2025 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD
OF DIRECTORS ON THE SAME:

a) Details of Voting Rights exercised by the employees under Section 67(3)(c) of Companies
Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures), Rules, 2014.

b) Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) of
Companies (Share Capital and Debentures), Rules, 2014.

29. SECRETARIAL AUDITOR AND THEIR REPORT:

The Company had appointed M/s. SARK & ASSOCIATES LLP., Company Secretaries, as a
Secretarial Auditor of the Company, according to the provision of section 204 of the
Companies, Act 2013 read with rules for conducting Secretarial Audit of Company for the
financial year 2024-25. The Report of the Secretarial Audit is annexed herewith as "Annexure
V".

With respect to the observation made by the Secretarial Auditor in their report regarding the
implementation of SEBI-compliant PIT (Prohibition of Insider Trading) Software and the delay
in submission of the Structured Digital Database (SDD) compliance certificate for the quarter
ended 31st March 2025, the Board would like to offer the following clarification:

As a newly listed entity, the requirement to implement SEBI-compliant PIT software was
introduced for the Company post-listing. The Company has since evaluated, installed, and
activated a suitable software solution for SDD compliance, which became operational during
the quarter ending 30^th June 2025.

While the SDD compliance certificate for the quarter ended 31st March 2025 was duly
obtained within the prescribed timeline, its publication on the Stock Exchange portal was

inadvertently delayed. The delay was unintentional and occurred during the transitional phase
of system implementation and compliance adaptation.

The Company has already taken corrective steps to streamline its processes and strengthen
its compliance mechanisms. Moving forward, it is fully committed to adhering to all applicable
provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to ensuring
timely and accurate disclosures to the Stock Exchange.

The Board assures stakeholders that such delays will be avoided in the future and that the
Company remains dedicated to maintaining the highest standards of regulatory compliance.

30. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ('POSH Act') and Rules made thereunder, your Company
has constituted Internal Complaints Committees (ICC). Further, Committee has not received
any compliant during the year under reporting.

The Policy on Prevention Of Sexual Harassment at Workplace is available on the website of
the Company along with the details of Committee members at https://shivtexchem.com/wp-
content/uploads/2024/07/Policy-on-Prevention-of-Sexual-Harrasment-at-Workplace.pdf

31. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The board of Directors have complied with applicable Secretarial Standards as specified under
Section 118 of the Companies Act 2013.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the best Corporate Governance practices, Company has put in place a system
through which the Directors and Employees may report concerns about unethical behaviour,
actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear
of reprisal. The Employees and Directors may report to the Compliance Officer and have direct
access to the Director nominate by Board of Director to play the role for the purpose of vigil
mechanism.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the SEBI Listing Regulations,
the Management Discussion and Analysis Report forms part of this Report and is enclosed
herewith as "Annexure - IV"

34. BOARD COMMITTEES:

The Board of Directors, in compliance with the requirements of various laws applicable to the
Company and for operational convenience, has constituted several committees to deal with
specific matters and has delegated powers for different functional areas to different
committees. The Board of Directors has constituted Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility (CSR) Committee. The details of the Board Committees of your Company are as
follows:

a. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177
of the Companies Act, 2013 are as follows:

b. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013 are as follows:

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013 are as follows:

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of Directors was constituted pursuant to the
provisions of Section 135 of the Companies Act, 2013 are as follows:

35. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act, on recommendation
of the Nomination and Remuneration Committee (NRC), the Board has framed a Nomination
and Remuneration Policy which lays down a framework in relation to appointment and
remuneration of Directors, Key Managerial Personnel and the other employees and their
remuneration.

This policy, inter alia, provides:

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

• Identify persons who are qualified to become Director and persons who may be
appointed in Key Managerial and Senior Management positions in accordance with
the criteria laid down in this policy.

The policy is directed towards to retain, motivate and promote talent and to ensure long term
sustainability of talented managerial persons.

The Nomination and Remuneration Policy is available on the Company's website at

https://shivtexchem.com/wp-content/uploads/2024/07/Nomination-and-Remuneration-

Policy.pdf

36. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors of your Company were familiarized with the industry in which your
Company operate, the Company's business model and its operations in order to give them an
insight into the Company's business and its functioning. The Independent Directors were also
familiarized with their functioning roles rights and responsibilities as Independent Directors.
Details of how the familiarization programs imparted to Independent Directors is available on
the Company's website at https://shivtexchem.com/

37. CORPORATE GOVERNANCE:

Since your Company's Equity Shares are listed on the SME Platform of BSE Limited and
therefore, the provisions of Corporate Governance under SEBI Listing Regulations are not
applicable to the Company for the FY 2024-25.

38. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the 'Code') in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations,
2015, with a view to regulate trading in securities by the Board of Directors and Employees of
the Company, their immediate relatives and other insiders as defined in the Code. Also, during
the period of closure of the trading window, no Employee/ Designated Person is permitted to
trade with or without pre-clearance in securities of restricted companies as informed by the
Secretarial Department, from time to time. Timely disclosures are made to the Stock
Exchanges by the Company. No Employee/ Designated Person is permitted to communicate,
provide, or allow access to any Unpublished Price Sensitive Information relating to Company,
its securities or any other company (listed or proposed to be listed), to any person except
where such communication is in furtherance of legitimate purpose, Performance of duties or
discharge of legal obligations. The Company periodically monitors and facilitates compliance
with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

39. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management
is in accordance with the Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Act. Particulars of Employees as required under Section 197(12) of the Act
and other disclosures as per rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 is enclosed herewith as "Annexure IN".

40. DISCLOSURE REGARDING THE ISSUE OF EMPLOYEE STOCK OPTIONS:

Your Company does not have any Employee Stock Option Scheme/ Plan during the year under
review.

41. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, Shiv Texchem Limited has not declared or paid any dividend
since its listing, and accordingly, there are no amounts or shares liable to be transferred to the
IEPF during the financial year ended on 31^st March 2025.

The Company ensures due compliance with the applicable provisions of the Act and IEPF Rules
and maintains proper records for future reference and audit.

42. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is not required to maintain Cost Records under said Rules.

43. UNSECURED LOAN FROM THE DIRECTORS:

During the year under review, the Company has accepted an unsecured loan from the
Directors, who have provided a declaration in writing to that effect that the amount is not
been given out of funds acquired by them by borrowing or accepting loans or deposits from
others.

44. BOARD EVALUATION:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, Rule 8(4) of the
Companies (Accounts) Rules, 2014, and the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has
carried out an annual evaluation of its own performance, the performance of its Committees,
individual Directors (including the Chairperson), and that of the Independent Directors.

The evaluation process was conducted in a structured manner and was designed to assess the
effectiveness of the Board and its Committees, the contribution and engagement levels of
individual Directors, and the quality of Boardroom discussions and strategic inputs.

Key evaluation parameters included:

• Board composition and diversity

• Strategic guidance and value addition

• Effectiveness of risk management oversight

• Contribution of Independent and Non-Executive Directors

• Timeliness and adequacy of information shared with the Board

• Functioning of various Committees and adherence to their terms of reference

• Leadership of the Chairperson in fostering a culture of transparency and accountability

A separate meeting of Independent Directors was also held, without the presence of Non¬
Independent Directors and members of the management, in compliance with Schedule IV of
the Companies Act, 2013 and Regulation 25(4) of SEBI LODR, to evaluate the performance of
the Board, Chairperson, and Non-Independent Directors.

The feedback collected through individual questionnaires and peer reviews was compiled and
analyzed, and the outcome of the evaluation was discussed at a meeting of the Nomination
and Remuneration Committee, followed by a review by the full Board. The Board noted the
key outcomes and has identified specific action points for enhancing overall effectiveness.

The Company remains committed to strengthening its governance framework and Board
processes through such annual assessments.

45. INTERNAL AUDITOR AND THEIR REPORT:

The Internal Audit function of the Company provides an independent and objective
assessment of the adequacy, effectiveness, and efficiency of the internal control systems and
processes. It plays a vital role in enhancing the reliability of financial reporting and
safeguarding the Company's assets.

In accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rule
13 of the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Nandkishore

& Co., Chartered Accountants, represented by Mr. Nandkishore Shyamsundar Agarwal, as
the Internal Auditor of the Company.

The internal audit for the financial year 2024-25 commenced on 26^th December 2024,
covering key operational, financial, and compliance-related controls and processes.

The Internal Audit Reports are placed before the Audit Committee and the Board of Directors

at periodic intervals. The reports are reviewed to assess the adequacy and operating
effectiveness of internal controls. Significant audit observations and the corresponding
corrective and preventive actions are discussed with relevant management personnel and
are monitored by the Audit Committee on a quarterly basis to ensure timely implementation.

The Company remains committed to maintaining a robust internal control environment and
continuously improving its risk management and compliance frameworks.

46. DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a Policy on Prevention of Sexual Harassment in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder.

The policy is applicable to all employees of the Company including permanent, contractual,
temporary, and trainee staff, and is aimed at providing a safe and respectful work environment
for all. An Internal Complaints Committee (ICC) has been duly constituted to redress
complaints received regarding sexual harassment, if any.

During the financial year 2024-25, the Company has not received any complaints pertaining
to sexual harassment.

The Company remains committed to upholding the dignity of every employee and fostering a
workplace culture that is free from harassment and discrimination.

47. DETAILS AND STATUS OF ACQUISITION, MERGER AND MODERNIZATION AND
DIVERSIFICATION:

During the financial year under review, no acquisition or merger activity was undertaken by
the Company under the provisions of the Companies Act, 2013 or SEBI regulations.

However, the Company continues to explore strategic opportunities for modernization and
technological upgradation across its production processes to improve operational efficiency
and product quality. Investments in automation, digital systems, and enhanced safety and
compliance protocols have been prioritized as part of the Company's ongoing commitment to
operational excellence.

Additionally, the Company remains focused on diversifying its product portfolio within the
specialty and performance chemicals segment to cater to emerging industry demands and to
strengthen its competitive position. Any material developments in these areas will be
appropriately disclosed as and when they occur.

48. OTHER STATUTORY DISCLOSURES:

• The Standalone Financial Statements of the Company are placed on the Company's website
at https://shivtexchem.com/.

• Details of top ten Employees in terms of the remuneration and Employees in receipt of
remuneration as prescribed under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details
prescribed under rule 5(3) of the said rules, which form part of the Board's Report as Annexure
III, will be made available to any member on request, as per provisions of section 136(1) of
the Act.

• The Company has not defaulted in repayment of loans from banks and financial institutions.
There were no delays or defaults in payment of interest/principle of any of its debt securities.

• Neither any application was made, nor is any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 against the Company.

• During financial year 2024-25, there was no instance of one-time settlement with Banks or
Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014,
reasons of difference in the valuation at the time of one-time settlement and valuation done
while taking loan from the Banks or Financial Institutions are not reported.

49. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and acknowledgement with
gratitude for the support and co-operation extended by all the stakeholders of the Company
and look forward to their continued support.

For and on behalf of the Board of Directors
SHIV TEXCHEM LIMITED

SD/- SD/-

VIKAS PAVANKUMAR SHYAMSUNDAR CHOKHANI

Managing Director Director

DIN:00323118 DIN:00216976

Date: 12/ 08/2025
Place: Mumbai