To,
The Members of Shivalik Bimetal Controls Limited (SBCL/The Company)
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
(Rs. In Lakhs)
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 Expenditure |
34,958.43 |
33,950.41 |
44,013.60 |
40,463.03 |
| Profit/(Loss) before Interest, Depreciation, Tax & |
12,538.28 |
11,008.32 |
14,299.75 |
11,656.17 |
| Exceptional Item |
|
|
|
|
| Finance Cost |
339.59 |
291.43 |
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/ (Loss) before Taxes |
10959.71 |
9,736.10 |
12,356.47 |
10,103.57 |
| Share of Profit in Joint Venture/Associate |
- |
- |
335.38 |
167.51 |
| Profit/ (Loss) before Tax |
10,959.71 |
9,736.10 |
12,691.85 |
10,271.08 |
| Tax Expense |
2,773.66 |
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 |
(5.73) |
(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 Rs.462.0 crore, while EBITDA registered a robust
growth of 15.0% year-on-year to Rs.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 Rs.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 Rs.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 Rs.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 Rs.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 Rs.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
Rs.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
Rs.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 Rs.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 Rs.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 Rs.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 Rs.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 Rs.570.9 crore. Profitability improved at a
faster pace, with EBITDA rising by 26.0% year-on-year to Rs.130.7 crore, reflecting strong
operational efficiency and margin expansion. Profit After Tax (PAT) grew by 24.8%
year-on-year to Rs.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 Rs.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 Rs.30,238.72 Lakhs compared to Rs.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 Rs.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 Rs. 11,120.36 Lakhs an increase of 54.90% from Rs.7,179.07 Lakhs in the
previous year. Additionally, the profit after tax saw remarkable growth, reaching
Rs.1,034.37 Lakhs, reflecting a 193.95% increase from Rs.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 Rs.18.65 Lakhs to Rs.375.27 Lakhs.
Additionally, the profit after tax reached Rs.67.14 Lakhs from Rs.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 Rs.95.11 Lakhs in the previous year to Rs.246.42 Lakhs in current financial
year and the profit after tax for the year amounted to Rs.0.92 Lakhs in comparison to
Rs.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.phpRspageId=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 Rs.2/- per equity share (100% of the nominal value) in its meeting on
February 05, 2026, with a total payout of Rs.11.52 Crores, which was successfully
distributed on February 27, 2026.
Further reinforcing shareholder returns, the Directors have proposed a final dividend
of Rs.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 Rs.11.52 Crores.
With this, the total dividend per equity share for FY 2025-26 stands at Rs.4/- (200% of
the nominal value), amounting to a total dividend payout of Rs.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 Rs.15,00,00,000 (Rupees Fifteen Crore Only) consisting of 75000000 (Seven
Crore Fifty Lakhs Only) equity shares of Rs.2/- (Rupee Two Only) each.
The Company's paid-up equity share capital remained at Rs.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 Rs.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.phpRspageId=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 |
Rs.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.phpRspageId=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. phpRspageId=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:
Rs. 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: Rs. 87.86 Lakhs
- Recurring Expenditure: Rs. 451.05 Lakhs
- Total: Rs. 538.91 Lakhs
- Total R & D expenditure as a percentage of total turnovers: 1.17 %
(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 |
Rs. 25,201.98 Lakhs |
| ii) Expenditure FC |
Rs. 20,550.27 Lakhs |
| iii) Expenditure in FC (Capex) |
Rs. 545.44 Lakhs |
| iv) Investment in Subsidiary |
Rs. 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.
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