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Shivalik Bimetal Controls Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 5866.12 Cr. P/BV 11.46 Book Value (Rs.) 88.90
52 Week High/Low (Rs.) 1105/369 FV/ML 2/1 P/E(X) 61.20
Bookclosure 26/08/2026 EPS (Rs.) 16.64 Div Yield (%) 0.27
Year End :2026-03 

The Board of Directors is honored to present the 42nd Annual Report, accompanied by the Audited Financial Statements of the Company,
for the financial year ended March 31, 2026. This report provides a comprehensive overview of the Company's financial and operational
performance, including both standalone and consolidated results. References to the consolidated performance, encompassing the Company and
its subsidiaries, have been made where applicable to ensure a holistic representation of the business.

FINANCIAL HIGHLIGHTS

PARTICULARS

Standalone

Consolidated

FY 2025-26

FY 2024-25

FY 2025-26

FY 2024-25

Revenue from Operations

46,195.39

43,721.05

57,086.07

50,834.78

Other Income

1,301.32

1,237.68

1,227.28

1,284.42

Total Revenue

47,496.71

44,958.73

58,313.35

52,119.20

Operating Ixpenditure

54,958.4 !

33,950.41

44,013.60

40,463.03

Profit/(Loss) before Interest, Depreciation, Tax &
Exceptional Item

1 2,5 58.28

11,008.32

14,299.75

11,656.17

Finance Cost

3 39.59

291.4 3

469.20

374.99

Depreciation

1,159.92

980.79

1,382.02

1,177.61

Exceptional Items (Income) /Expense

79.06

-

92.06

-

Profit/ dossi before Fixes

10959.71

9,7 36.10

12,356.47

10,103.57

Share of Profit in Joint Venture/Associate

-

-

3 35.38

167.51

Profit/ dossi before Fix

10,959.71

9,7 36.10

12,691.85

10,271.08

lax Expense

2,77 3.66

2,476.25

3,106.01

2,565.56

Profit/ (Loss) after Tax

8,186.05

7,259.85

9,585.84

7,705.52

Other comprehensive income

15.7 3)

(16.97)

(0.84)

(22.98)

Total Comprehensive Income for the Period

8,180.32

7,242.88

9,585.00

7,682.54

PER SHARE DATA

PARTICULARS

FY 2025-26

FY 2024-25

Book Value per share

78.00

67.30

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments which can affect the Company's financial position of the Company between
the end of the Financial Year and the date of this Report.

COMPANY'S PERFORMANCE

The Company's performance in FY26 reflects a strong margin-led
growth trajectory, with profitability increasing at a materially faster
pace than revenue. On a standalone basis, revenue grew by 5.7%
year-on-year to '462.0 crore, while EBITDA registered a robust growth
of 15.0% year-on-year to '112.4 crore. This resulted in a healthy
expansion in EBITDA margin to 24.3%, underscoring the strength
and operating leverage of the Company's core Shunt Resistor and
Thermostatic Bimetal product platforms. Notably, this growth was
achieved despite a marginal decline of 0.6% in standalone product
volumes. The expansion in both gross and EBITDA margins highlights
the Company's ability to capture incremental revenue at a higher
contribution rate, supported by enhanced pricing power and strategic
focus on value-accretive segments.

Some of the Key highlights of the year were:

• Strong Revenue and Profit Growth in Q4 FY26: The Company
recorded robust growth in the fourth quarter of FY26, with
Revenue from Operations increasing by 22.8% year-on-year to
'162.7 crore, supported by a strong year-end exit run-rate and

improved execution across the consolidated business. EBITDA
grew by 24.5% year-on-year to '35.5 crore, with EBITDA
margin marginally improving to 21.8% from 21.5% in Q4 FY25,
reflecting continued operational efficiency.

Sustained Profitability and Scalability: Profit After Tax (PAT)
rose by 23.8% year-on-year to '26.1 crore, with PAT margin
strengthening to 16.1% compared to 15.9% in the corresponding
period last year. The consistent growth of over 20% across
revenue, EBITDA, and PAT highlights the Company's ability to
scale

Margin Expansion and Value-Led Growth in FY26: FY26 marked
a year of margin-led growth for the Company, with consolidated
revenue increasing by 12.3% year-on-year, while EBITDA and
Profit After Tax (PAT) grew at a significantly higher pace of 26.0%
and 24.8%, respectively. This outperformance was driven by a
meaningful expansion in EBITDA margin by approximately 250
basis points to 22.9%, supported by stronger realisations, an
improved product mix, operating leverage, and disciplined cost
governance. Gross margin also improved by around 212 basis

points to 45.2%, reflecting enhanced value capture across the
portfolio and a higher contribution from value-added products.
On a standalone basis, revenue grew by 5.7% year-on-year to
'462.0 crore despite broadly stable volumes, which declined
marginally by 0.6% year-on-year, indicating improved average
realisations. The business mix continued to shift in favour of
component sales, reinforcing the Company's strategic focus on
moving towards higher value-added products and assemblies,
while reducing dependence

Segment-wise Performance and Geographic Diversification:

SBCL's performance in FY26 was supported by a stronger product mix,
improved realisations, and a more diversified geographic presence,
with growth across India, Europe, and Asia helping to offset softness in
the Americas. The Company continued to strengthen its participation in
value-added components and assemblies, improving overall revenue
quality.

The Shunt Resistors segment delivered a value-led performance, with
revenue growing by 8.6% year-on-year to '230.7 crore despite lower
volumes, driven by an improved customer mix, higher realisations,
and increased contribution from value-added components. India
emerged as the key growth driver, with segment revenue increasing
27.4% year-on-year to '85.4 crore, supported by demand across
automotive, smart metering, current sensing, battery management, and
energy management applications. Europe and Asia also contributed
positively, with Europe growing 14.5% year-on-year.

The Thermostatic Bimetals segment reported revenue growth of 2.9%
year-on-year to '231.3 crore, supported by improved realisations and
strong traction in export markets. Europe was the standout region,
with revenue increasing 47.0% year-on-year to '50.7 crore, reflecting
deeper customer engagement and stronger export momentum, while
domestic demand remained relatively moderate, particularly in
switchgear-linked applications.

The Electrical Contacts business delivered strong growth during
the year, with the subsidiary platform expanding by over 54%. This
growth was supported by higher business volumes as well as the pass¬
through impact of increased silver and other commodity prices, which
contributed to higher reported sales

Geographic Performance and Market Trends:

India continued to be the Company's largest market across Shunt
Resistors and Thermostatic Bimetals, contributing approximately
'200.2 crore in FY26. Europe emerged as a key growth engine, with
combined revenue from Shunt and Bimetal segments increasing
by 33.3% year-on-year to '79.4 crore, led by strong growth in the
Bimetal segment. Asia (excluding India) also delivered broad-based
momentum, with combined revenue growing by 24.2% year-on-year
to '79.9 crore. The Americas region remained relatively soft during
the year, with combined Shunt and Bimetal revenue declining by
16.0% year-on-year. However, the Company is witnessing early
signs of demand normalisation, particularly as certain strip supplies
are increasingly being converted into end products for the American
market. SBCL continues to view North America as a strategically
important long-term market and expects a gradual improvement in
performance during FY27.

Consolidated Audited Financials for the FY 2025-26

SBCL delivered a strong performance in FY26, characterised by healthy
revenue growth, enhanced profitability, and improved earnings
quality. Consolidated revenue from operations increased by 12.3%
year-on-year to '570.9 crore. Profitability improved at a faster pace,

with EBITDA rising by 26.0% year-on-year to '130.7 crore, reflecting
strong operational efficiency and margin expansion. Profit After Tax
(PAT) grew by 24.8% year-on-year to '95.8 crore, underscoring the
Company's disciplined financial management and robust execution.
The overall performance highlights SBCL's continued focus on
sustainable growth, value creation, and strengthening of its financial
fundamentals.

EXPANSION AND CAPACITY AUGMENTATION:

As part of its forward-integration strategy, SBCL is progressing with the
establishment of a new manufacturing facility in Pune, Maharashtra,
focused on the production of automotive busbars, connectors,
and their assemblies. The project, with a planned investment of
approximately '200 million, is expected to be funded through internal
accruals, reflecting the Company's strong financial position. This
facility represents a significant step in expanding SBCL's capabilities
in value-added assemblies, particularly in high-growth areas such
as e-mobility, energy storage, and allied applications. With a focus
on PCBA and busbar assembly solutions, the Pune facility will
enhance the Company's ability to serve OEM and Tier-1 customers
with integrated, end-to-end solutions, thereby improving customer
relevance, increasing share of wallet, and strengthening long-term
revenue visibility.

PERFORMANCE OF THE JOINT VENTURE /
WHOLLY OWNED SUBSIDIARY COMPANIES

As of March 31, 2026, the Company has three wholly owned
subsidiaries and one joint venture. In accordance with Section 129(3)
of the Companies Act, 2013, a statement summarizing the key financial
details of the Company's subsidiaries and joint ventures, presented
in Form AOC-1, is attached as
Annexure-A. Furthermore, pursuant
to Section 136 of the Act, the standalone and consolidated financial
statements of the Company, along with relevant documents and
separately audited accounts of its subsidiaries, are accessible on the
Company's website. The Company remains committed to transparency
and will provide the annual accounts of its subsidiaries, along with
detailed related information, to shareholders upon specific request.

The key highlights of the Wholly Owned Subsidiary and Joint Venture
Companies are outlined below:

a) Joint Venture Company

i) Innovative Clad Solutions Private Limited

For the financial year ended March 31, 2026, the Company
demonstrated strong upward trajectory with a turnover of
'30,238.72 Lakhs compared to '15,258.73 Lakhs in the
previous year. This reflects the Company's ability to navigate a
dynamic business environment while enhancing operational
efficiency. Additionally, the profit after tax stood at '2,100.4
Lakhs, demonstrating Company's ability to convert growth into
sustainable earnings. The performance during the year reinforces
the Company's growth trajectory and provides a strong foundation
for sustained value creation and long-term success.

b) Wholly Owned Subsidiary Companies

i) Shivalik Engineered Products Private Limited

For the financial year ended March 31, 2026, the Company
achieved steady growth, with turnover rising to ' 11,120.36 Lakhs
an increase of 54.90% from '7,179.07 Lakhs in the previous year.
Additionally, the profit after tax saw remarkable growth, reaching
'1,034.37 Lakhs, reflecting a 193.95% increase from '351.88
Lakhs in the previous year. This strong financial performance

underscores the Company's strategic execution, operational
efficiency, and ability to capitalize on market opportunities.
With sustained momentum, the Company is well-positioned for
continued success.

ii) Shivalik Bimetal Engineers Private Limited

For the financial year ended March 31, 2026, the Company
recorded exceptional financial performance and the turnover
increased from '18.65 Lakhs to '375.27 Lakhs. Additionally,
the profit after tax reached '67.14 Lakhs from '5.74 Lakhs in
the previous year. The impressive financial results achieved
during the year stand as a testament to the dedication of the
management team and employees, and position the Company
favourably for continued growth and value creation in the years
ahead.

iii) Shivalik Bimetals Europe SRL (Limited Liability Company) in
Italy, Europe

For the financial year ended March 31, 2026, the Company
achieved substantial growth from a turnover of '95.11 Lakhs
in the previous year to '246.42 Lakhs in current financial year
and the profit after tax for the year amounted to '0.92 Lakhs in
comparison to '0.43 Lakhs in the last year. The year under review
marks an important step in the Company's growth journey and
reinforces its commitment to achieving sustainable growth and
creating long-term value for its stakeholders. The management
remains optimistic about the future prospects of the Company
and is focused on leveraging emerging opportunities to further
strengthen its market position and financial performance.

DIVIDEND

The Board of Directors of the Company had approved a Dividend
Distribution Policy, in accordance with the Securities and Exchange
Board of India (Listing Obligations & Disclosure Requirements)
Regulations, 2015. The Policy is available on the Company's website:
https://www.shivalikbimetals.com/about-us.php?pageId=32

In terms of the policy, equity shareholders of the Company may expect
dividend, if the Company has surplus funds and after taking into
consideration the relevant internal and external factors enumerated in
the policy for declaration of dividends.

In line with this commitment, for the year 2025-26, the Board of
Directors declared an interim dividend of '2/- per equity share (100%
of the nominal value) in its meeting on February 05, 2026, with a
total payout of '11.52 Crores, which was successfully distributed on
February 27, 2026.

Further reinforcing shareholder returns, the Directors have proposed a
final dividend of '2/- per equity share (100% of the nominal value) for
the financial year ended March 31, 2026, subject to approval at the
annual general meeting, this final dividend will entail a cash outflow
of '11.52 Crores.

With this, the total dividend per equity share for FY 2025-26 stands
at '4/- (200% of the nominal value), amounting to a total dividend
payout of '23.04 Crores. This dividend policy reflects the Company's
unwavering focus on financial strength, sustainable growth, and value
creation for its stakeholders.

The Board of Directors has decided to retain the entire amount of
Profit in the Profit & Loss account. Accordingly, the company has not
transferred any amount to the "Reserves" for the year ended March
31,2026.

PUBLIC DEPOSITS

During the year under review, your Company has not invited or
accepted any deposits from the public/shareholders under Sections 73
and 74 of the Companies Act, 2013.

SHARE CAPITAL

The Company's Authorised Share capital during the financial year
ended March 31, 2026, remained at '15,00,00,000 (Rupees Fifteen
Crore Only) consisting of 75000000 (Seven Crore Fifty Lakhs Only)
equity shares of '2/- (Rupee Two Only) each.

The Company's paid-up equity share capital remained at '11,52,08,400
(Rupee Eleven Crores Fifty-Two Lakhs Eight Thousand Four Hundred
Only) comprising 57604200 (Five Crore Seventy-Six Lakhs Four
Thousand Two Hundred Only) equity shares of '2/- each. During the
year under review, the Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Company has maintained a structured approach to board
governance and leadership transitions in accordance with Section
152 of the Companies Act, 2013 and its Articles of Association. At the
forthcoming 42nd Annual General Meeting, Mr. Kabir Ghumman will
retire by rotation and has offered himself for re-appointment, with the
proposal included in the AGM notice for shareholder approval.

During FY 2025-26, the Company strengthened its leadership team
with the appointment of Dr. Shrikant Baldi (DIN: 01763968) as a
Non-Executive Independent Director, effective September 16, 2025,
following the Annual General Meeting on the same day, for a term of
five years.

Throughout the year under review, the Company's Non- Executive
Directors maintained transparent governance, with no pecuniary
relationships or transactions with the Company, apart from sitting fees
for attending Board and Committee meetings.

With these leadership developments, the Company remains focused
on strong governance, strategic expansion, and sustained success.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declaration from Independent Directors
in accordance with Section 149(7) of the Companies Act, 2013 ("the
Act") and Regulation 25(8) of the Listing Regulations that he/she meets
the criteria of independence as laid out in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations. The Board of Directors
is of the opinion that all the Independent Directors meet the criteria
regarding integrity, expertise, experience and proficiency.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules,
2014, Independent Directors of the Company have confirmed that
they have registered themselves with the databank maintained by the
Indian Institute of Corporate Affairs ("IICA")

ANNUAL RETURN

The Annual Return of the Company in accordance with Section 92(3) of
the Companies Act, 2013 is available on the website of the Company:
https://www.shivalikbimetals.com/annual_return.php

ANNUAL EVALUATION OF BOARD'S
PERFORMANCE

In accordance with the Companies Act, 2013 and the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the
Board conducted its annual performance evaluation, ensuring robust
governance and operational effectiveness. This comprehensive
assessment covered the Board's overall performance, individual
Directors, and various Committees, following the structured evaluation
framework recommended by the Nomination and Remuneration
Committee.

To facilitate this process, structured assessment forms were employed,
examining key aspects such as Board structure, meeting efficiency,
strategic direction, governance practices, financial reporting, internal
controls, and risk management. The evaluation of Committees was
based on their mandated terms of reference, effectiveness, and
engagement, including their meeting frequency and contributions.

For individual Directors, the assessment focused on their engagement,
contributions, and objective judgement, while Executive Directors
were evaluated on leadership qualities, strategic planning,
communication, and Board engagement. The Chairman's evaluation
was centered around the core responsibilities of his role, ensuring
effective leadership and decision-making.

The performance evaluation of Independent Directors was conducted
by the entire Board, while the assessment of the Chairman, Board as a
whole, and Non-Independent Directors was carried out separately by
the Independent Directors at their designated meeting.

Following this thorough review, the Board of Directors expressed
satisfaction with the evaluation process, reaffirming their commitment
to strong governance, leadership excellence, and continuous
improvement.

NUMBER OF MEETINGS OF THE BOARD

During the year, 05 (Five) Board Meetings were convened and held,
the details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and Regulation 17 of the
SEBI Listing Regulation.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The particulars of loans, guarantees and investments under Section
186 of the Companies Act, 2013, read with the Companies (Meetings
of Board and its Powers) Rules, 2014, are furnished in the notes to
Financial Statements.

AUDITORS

a) Statutory Auditors and their Report

In accordance with the provisions of the Companies Act, 2013
and Companies (Audit & Auditors) Rules, 2014, M/s. Arora Gupta
& Co., Chartered Accountants (Firm Registration No. 021313C)
were re-appointed as Statutory Auditors of the Company for a
period of 5 years in the 38th Annual General Meeting (AGM) held
on September 27, 2022, until the conclusion of 43rd AGM to be
held in the year 2027.

There are no qualifications, reservations or adverse remarks or
disclaimers made by the Statutory Auditors in their Audit Report
for the year ended March 31, 2026.

Further M/s Arora Gupta & Co., Chartered Accountants, resigned
as the Statutory Auditors of the Company on 06th August 2026,
resulting in a casual vacancy in the office of Statutory Auditor in
terms of Section 139 of the Companies Act, 2013. Consequently,
the Board of Directors, at its meeting held on 06th August 2026,
considered and recommended the appointment of M/s Walker
Chandiok & Co LLP, (Firm Registration No. 001076N/N500013,
Chartered Accountants, as the Statutory Auditors of the Company
w.e.f. 07th August, 2026 to fill the said casual vacancy within the
prescribed timelines under the Companies Act, 2013, subject to
the approval of the shareholders at the ensuing Annual General
Meeting.

Accordingly, a resolution for the purpose of filing of casual
vacancy and thereafter appointment of M/s Walker Chandiok &
Co LLP, (Firm Registration No. 001076N/N500013, Chartered
Accountants, as the Statutory Auditors of the Company for a
first term of five consecutive years shall be placed before the
shareholders for their approval at the forthcoming Annual
General Meeting.

b) Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s R. Miglani & Co.,
Practising Company Secretaries, carry out the Secretarial Audit of
the Company for the financial year 2025-26. The Report given by
the Secretarial Auditor for the said financial year in Form MR-3
is annexed herewith as
'Annexure-B (1)' to the Board's Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Pursuant to the provisions of Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and Section 204 of the Companies Act, 2013, based on the
recommendation of the Audit Committee, the members in the
41st Annual General Meeting appointed M/s R. Miglani & Co.,
Practising Company Secretaries, a peer reviewed firm (PR No.
2392/2022), as the Secretarial Auditors of the Company for a first
term of five consecutive years, from April 1, 2025 to March 31,
2030.

Secretarial Audit of Material Unlisted Subsidiary

As per the provisions of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
M/s R. Miglani & Co., Practicing Company Secretaries undertaken
secretarial audit of the material subsidiary of the Company i.e.,
Shivalik Engineered Products Pvt. Ltd. for the FY 2025-26. The
Audit Report confirms that the material subsidiary has complied
with the provisions of the Act, Rules, Regulations and Guidelines
and that there were no deviations or non-compliances. The Report
of the Secretarial Audit is annexed herewith as
'Annexure-B (2)'.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, every listed entity
shall submit a secretarial compliance report in such form as
specified, to stock exchanges, within sixty days from end of each
financial year. The Annual Secretarial Compliance Report has
been submitted to the Stock Exchanges on May 18, 2026, which
is within 60 days of the end of the financial year ended March
31,2026.

c) Cost Auditor

The Company is required to maintain the cost records as specified
by the Central Government under sub section (1) of Section 148
of the Companies Act, 2013 read with companies (Cost Records
and Audit) Rules, 2014. Accordingly, such accounts and records
are made and maintained by the Company. The cost audit for
the financial year ended March 31, 2026, was conducted by
Mr. Ramawatar Sunar, Cost Accountants, (FRN: 100691) and as
required, the cost audit report was duly filed with the Ministry of
Corporate Affairs, Government of India.

Being eligible, Mr. Ramawatar Sunar has consented to act as the
Cost Auditor of the Company for the financial year 2026-27. Mr.
Ramawatar Sunar has further certified that his re-appointment
is within the limits as prescribed under Section 141(3)(g) of the
Act and that he is not disqualified from such re-appointment
within the meaning of the said Act. The remuneration proposed
to be paid to Mr. Ramawatar Sunar, subject to ratification by the
Company's shareholders at the AGM, has been set out in the
Notice of the upcoming AGM.

As required under the Act, a resolution seeking members'
approval for the remuneration payable to the Cost Auditor
forms part of the Notice convening the forthcoming 42nd Annual
General Meeting.

Reporting of frauds by Auditors

During the financial year 2025-26 and in terms of section
143(12) of the Act, the Statutory Auditors, Secretarial Auditor
and Cost Auditor of the Company have confirmed that they have
not came across any event indicating the commitment of any
fraud by the officers or employees of the Company. Therefore, no
reporting under the said provision was required.

SECRETARIAL STANDARDS

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

RISK MANAGEMENT

We have a robust Enterprise Risk Management (ERM) framework
focused on identification, evaluation, prioritization and mitigation of
all internal and external risks. The findings are reported to the Board
& Risk Management Committee (RMC). The Board and the RMC play
an important role to ensure all the relevant risk factors, are considered
by the management, and a strategy is in place to mitigate risks to
the extent possible and harness opportunities. Our framework is
underpinned by a risk management policy as recommended by the
RMC and approved by the Board.

INTERNAL FINANCIAL CONTROL

The Company has an Internal Financial Control System commensurate
with the size, scale and complexity of its operations. The scope of the
Internal Audit is decided by the Audit Committee and the Board. To
maintain its objectivity and independence, the Board has appointed
an external Internal Auditor, which reports to the Audit Committee of
the Board on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy
of Internal Control Systems in the Company, its compliance with
operating systems, accounting procedures and policies for various

functions of the Company. Based on the report of Internal Auditor,
process owners undertake corrective action wherever required in their
respective areas and thereby strengthen the controls further. Audit
observations and actions taken thereof are presented to the Audit
Committee of the Board on periodic basis.

During the reporting year, Internal Financial Controls laid down by
the Board were tested for adequacy & effectiveness and no reportable
material weakness in the design or operations was observed. The
Company has policies and procedures in place for ensuring proper
and efficient conduct of its business, safeguarding of assets, prevention
and detection of frauds and errors, accuracy and completeness
of accounting records and timely preparation of reliable financial
information. Statutory Auditors have also given unmodified audit
opinion on adequacy of internal financial control systems with
reference to financial statements.

CORPORATE GOVERNANCE REPORT

At Shivalik, we ensure that we evolve and follow the corporate
governance guidelines and best practices diligently, not just to boost
long-term shareholder value but also to respect the rights of the
minority. We consider it our inherent responsibility to disclose timely
and accurate information regarding the company's operations and
performance, leadership, and governance. A report on Corporate
Governance including the relevant Auditors' Certificate regarding
compliance with the conditions of Corporate Governance as stipulated
in Regulation 34 (3) read with Part E of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is
annexed and forms part of the Annual Report as
'Annexure - C'.

RELATED PARTY TRANSACTIONS

In compliance with the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015,
the Company has formulated a Policy on dealing with Related
Party Transactions (RPTs) as approved by the Board which
is available on the Company's website and can be accessed at
https://www.shivalikbimetals.com/ pdf/RPT-Policy-Final.pdf

In line with its stated policy, all Related Party transactions are placed
before the Audit Committee for review and approval. Prior approval of
the Audit Committee is taken for the estimated value of transactions
which are foreseen and repetitive in nature. Omnibus approval in
respect of transactions which are not routine, or which cannot be
foreseen or envisaged are also obtained as permitted under the
applicable laws.

The details of transactions proposed to be entered with Related Parties
are placed before the Audit Committee for approval on an annual
basis before the commencement of the financial year. Thereafter, a
statement containing the nature and value of the transactions entered
by the Company with Related Parties is presented for quarterly review
by the Committee. Further, revised estimates or changes, if any to the
proposed transactions for the remaining period are also placed for
approval of the Committee on a quarterly basis.

During the year, the Company had not entered into any related party
transactions which could be considered 'material' in terms of Section
188 of the Act and rules made thereunder and according to the
policy of the Company on materiality of Related Party Transactions.
Accordingly, there are no transactions that are required to be reported
in
Form AOC-2. However, you may refer to Related Party transactions
in Note No. 42 of the Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, the Company has been undertaking
and participating in the socially important projects in the fields of
healthcare, education, environment conservation, rural development,
among others.

The Company has also framed a CSR Policy in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder.
The CSR Policy of the Company, the Projects approved by the
Board, the composition of the CSR Committee and other relevant
details are disclosed on the website of the Company at
https://www.
shivalikbimetals.com/about-us.php?pageId=32

The Annual Report on the CSR activities undertaken by the
Company during the financial year under review, in the prescribed
format is annexed to this Report as
'Annexure - D'.

PARTICULARS OF EMPLOYEES

Details as required under the provisions of Section 197(12) of
the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is set out in
'Annexure- E' to the Board's Report. In terms of
the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 a statement showing the names and other
particulars of employees drawing remuneration in excess of the limits
set out in the said rules forms part of this report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Your company is reporting on the said requirement and giving an
overview of the initiatives taken by the Company from an environmental,
social and governance perspective in a separate section of the Annual
Report and forms part of it. The report on Business Responsibility and
Sustainability Reporting is attached herewith as
'Annexure - F'

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of
business.

CREDIT RATINGS

The Credit Rating Agency CRISIL has reaffirmed its ratings assigned to
various bank facilities of the company as per below: -

Rating Action

Total Bank Loan Facilities Rated

'115 Crore

Long Term Rating

CRISIL A/Stable (Reaffirmed)

Short Term Rating

CRISIL A1 (Reaffirmed)

STATEMENT THAT THE COMPANY HAS
COMPLIED WITH PROVISIONS RELATING
TO THE CONSTITUTION OF INTERNAL
COMPLAINTS COMMITTEE UNDER THE
SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has implemented a policy on Prevention, Prohibition
and Redressal of Sexual Harassment of women in the workplace. The
Company has duly constituted an Internal Complaints Committee
according to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company is
committed to creating a safe and healthy working environment. The
Company believes that all individuals have the right to be treated with
dignity and strives to create a workplace which is free of gender bias
and Sexual Harassment. The Company has a zero-tolerance approach
to any form of Sexual Harassment. The policy has been displayed
on the website of the Company under the head of investor relation/
Shivalik corporate policy tab at
https://www.shivalikbimetals.com/
about-us.php?pageId=32

During the Financial Year 2025-26 complaints status is as per below:

Number of

Number of

Number of

Complaints filed

complaints disposed

complaints pending

during the financial

off during the year

as on end of the

year

And

financial year

NIL

NIL

NIL

The said disclosure is in line with the Companies (Accounts) Second
Amendment Rules, 2025.

STATEMENT BY THE COMPANY WITH RESPECT
TO THE COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT
1961

The company confirms its compliance with the provisions of the
Maternity Benefit Act, 1961. All eligible employees are granted
maternity leave and related benefits as per the statutory requirements,
and the organization remains committed to maintaining a supportive
and inclusive workplace.

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

The Company has a well-established whistle blower policy as part
of vigil mechanism for Directors and employees to report concerns
about unethical behaviour, actual or suspected fraud or violation of
the Company's Code of conduct or ethics policy. This mechanism also
provides for adequate safeguards against victimization of Director(s)/
employee(s) who avail of the mechanism and provides for direct
access to the Chairman of the Audit Committee in exceptional cases.
The Whistle blower policy is available on the Company's website
at the following link
https://www.shivalikbimetals.com/about-us.
php?pageId=32

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
(31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR.

During the year under review, no application has been made nor any
proceedings are pending under the Insolvency and Bankruptcy Code,
2016.

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 financial year 2025-26, no such valuation done and
transaction took place with regard to any one-time settlement.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, based
on the information and representations received from the operating
management, your Board of Directors confirm that:

a) In the preparation of the annual accounts, the applicable
accounting standards have been followed, and there are no
material departures;

b) they have selected such accounting policies and applied
them consistently, and made judgments and estimates that are
reasonable and prudent to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year ended on March 31,
2026;

c) they have taken proper and sufficient care for the maintenance of
adequate accounting records following the provisions of this Act
for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

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

e) 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

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

DISCLOSURE RELATING TO REMUNERATION
OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND PARTICULARS OF EMPLOYEES

Matching the needs of the Company and enhancing the competencies
of the Board are the basis for the Nomination and Remuneration
Committee to select a candidate for appointment to the Board.

As on March 31,2026, the Board of Directors comprised 10 Directors,
of which 3 are Executive Directors and 1 Non- Executive Director.
The number of Independent Directors is 6 (Six) including two-women
Independent directors.

The policy of the Company on Directors' appointment, including criteria
for determining qualifications, positive attributes, independence of a
Director and other matters, as required under sub-section (3) of Section
178 of the Companies Act, 2013, is governed by the Nomination and
Remuneration & Board Diversity Policy. The remuneration paid to the
directors is in accordance with the Nomination and Remuneration &
Board Diversity Policy of the Company.

More details on the Company's policy on director's appointment and
remuneration and other matters provided in Section 178(3) of the Act
have been disclosed in the Corporate Governance Report, which forms
a part of this report.

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

The particulars as required under the provisions of Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo are given as under:

(A) Conservation of energy-

i. Steps taken for conservation of energy

The Company continues to undertake various initiatives to
improve energy efficiency and optimize the utilization of
resources. The key measures undertaken during the year include:

• Continued replacement of older drives with application-
specific, energy-efficient drives having appropriate ratings.

• Installation of energy-efficient motors for all new
applications, wherever feasible.

• Replacement of conventional lighting systems with LED
lighting across various facilities.

• Optimization of resource consumption and reduction of
wastage through automation and process controls.

• Reuse and refurbishment of old wooden boxes and packing
materials for new packaging requirements.

• Continued monitoring of the Company's carbon footprint
with a long-term roadmap towards further reduction and
offsetting of carbon emissions.

ii. The steps taken by the Company for utilising alternate
sources of energy:

• The majority of the energy consumed in the Company's
operations continues to be sourced from renewable energy,
primarily hydroelectric power.

iii. The capital investment in energy conservation equipment:
' 5.94 Lakhs.

(B) Technology Absorption -

i) Efforts made towards technology absorption

The Company continued to strengthen its technological
capabilities through ongoing research, innovation and process
improvements. The major initiatives undertaken during the year
include:

• Continuous enhancement of custom-built automated
inspection machines for component quality assurance.

• Ongoing implementation of advanced automated systems
for high-speed measurement and dimensional verification.

• Progressive integration of Artificial Intelligence (AI) into
automotive inspection systems to improve inspection
accuracy and productivity.

• Continued research and development to enhance the
performance characteristics of resistive alloys.

• Ongoing development initiatives for indigenous sourcing of
component alloys used in bi-metal products.

ii) Benefits derived from the above efforts

The above initiatives have enabled the Company to achieve the
following benefits:

• Continued reduction in internal process rejections and
external customer complaints.

• Improvement in manufacturing efficiency and reduction in
production lead time.

• Enhanced productivity through process optimization and
automation.

• Development of new products to meet evolving customer
and market requirements.

• Continuous development, validation and refinement of
manufacturing processes and process improvements.

• Increased self-reliance through import substitution
initiatives and indigenous technology development.

iii) In the case of imported technology (imported during the
last three years reckoned from the beginning of the financial
year) - N. A.

• The details of technology imported - N. A.

• The year of import - N. A.

• Whether the technology has been fully absorbed - N. A.

• If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof: N. A

iv) The expenditure incurred on Research and Development.

• Capital Expenditure: ' 87.86 Lakhs

• Recurring Expenditure: ' 451.05 Lakhs

• Total: ' 538.91 Lakhs

• Total R & D expenditure as a percentage of total turnovers: 1.17

0/

%

(C) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the
year and the Foreign Exchange outgo during the year in terms of actual
outflows.

i)

Earnings in FC

' 25,201.98 Lakhs

ii)

Expenditure FC

' 20,550.27 lakhs

iii)

Expenditure in FC (Capex)

' 545.44 Lakhs

iv)

Investment in Subsidiary

' 20.96 Lakhs

SIGNIFICANT/ MATERIAL ORDERS PASSED BY
THE REGULATORS

There are no significant/material orders passed by the Regulators,
Courts or Tribunals impacting the going concern status of your
Company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS

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

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in the Report on Corporate
Governance forming part of the Annual Report.

ACKNOWLEDGEMENT/ APPRECIATION

Your Directors wish to place on record their appreciation for the
continued support and cooperation received from various State
Governments as well as the Government of India. The Directors also
thank the banks, shareholders, suppliers, dealers and in particular the
valued customers for their trust and patronage.

For Shivalik Bimetal Controls Limited

Sd/-

N. S. Ghumman

Place: New Delhi Chairman & Whole Time Director

Date: 06.08.2026 DIN:00002052

Registered Office:

16-18, New Electronics Complex, Chambaghat, Distt. Solan, Himachal
Pradesh - 173213
CIN: L27101HP1984PLC005862
E-mail:
investor@shivalikbimetals.com


 
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