Your Directors have pleasure in presenting this Forty Seventh (47^th) Annual Report together with the Audited Financial
Statements and Auditors’ Report for the financial year ended on March 31,2025.

FINANCIAL RESULTS

COMPANY'S PERFORMANCE & STATE OF COMPANY'S
AFFAIR

On a consolidated basis, the revenue for Financial Year 2025
was Rs. 31,177.31 Lakhs, higher by 14.20% over the previous
year revenue of Rs. 27,298.25 Lakhs. The profit after tax
(PAT) attributable to shareholders was Rs. 2,042.25 Lakhs
in Financial Year 2025 and Rs. 1,812.97 Lakhs in Financial
Year 2024, thereby registering a growth of 12.64% over the
last year PAT.

On Standalone basis, the revenue for Financial Year 2025
was Rs. 14,922.59 Lakhs, higher by 59.29% over the previous
year revenue of Rs. 9,367.63 Lakhs. The profit after tax (PAT)
attributable to shareholders for Financial Year 2025 was
Rs. 1,386.68 Lakhs registering a growth of 60.57% percent
over the PAT of Rs. 863.58 Lakhs for Financial Year 2024.

RETURN OF SURPLUS FUNDS TO SHAREHOLDERS

Based on the Company’s performance, the Directors have
recommended a final dividend for the Financial Year 2024¬
25 on Equity Share Capital @ 10% [Rs. 0.50 Paise per equity
share (nominal face value of Rs. 5/- each)]. The Dividend
payout is subject to approval of shareholders in ensuing
Annual General Meeting.

ASSOCIATE COMPANY
Medicamen Biotech Limited (MBL)

During 2024-25, SRL has purchased 21,000 Equity Shares
of its Associate Company, Medicamen Biotech Limited from
open market thereby increasing its stake to 43.16%.

Also, the report on the performance and financial position
of its associate and salient features of their Financial
Statements in the prescribed Form AOC-1 is annexed to this
report as Annexure "A"

Further, pursuant to the provisions of Section 136 of the Act,
the financial statements of the Company & consolidated
financial statements along with relevant documents
are available on the website of the Company i.e. www.
shivalikrasayan.com

UTILIZATION OF FUNDS

During the year the Company has received funds for the
conversion of 1,90,000 Warrants into Equity Shares which
was issued at a price of Rs. 716/- per share to the persons
belonging Non- Promoter Category for creating a separate
facility in its existing Active Pharmaceutical Ingredient
(API) plant at Dahej-II to manufacture Diabetology and
Cardiovascular API’s for Domestic Market.

RESERVES

The Board of Directors has decided to retain the entire
amount of profits for 2024-25 in the retained earnings.

DEPOSITS

The Company has not accepted any deposits from public
and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of
the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rahul Bishnoi and Mr. Ashwani Kumar Sharma retires
by rotation and being eligible, offers themselves for re¬
appointment. A resolution seeking shareholders’ approval
for their re-appointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that
each of them meet the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder

and Regulation 16(1)(b) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"). There has
been no change in the circumstances affecting their status
as Independent Directors of the Company.

During the year the term of Mr. Harish Pande, Mr. Arun Kumar
and Mr. Kailash Gupta as an Independent Directors were
completed and in place Mr. Sham Goel, Mr. Ramit Madan
and Mr. Shaival Saurabh based on the recommendation of
Nomination and Remuneration Committed were appointed
as an Independent Directors of the Company. These
appointments were approved by the shareholders of the
Company by way of Special resolution at its Annual General
Meeting held on September 28, 2024.

Also, during the year under review and based on the
recommendation of Nomination and Remuneration
Committee, Dr. Ravi Kumar Bansal was further re-appointed
for a second term of 5 years as an Independent Director
of the Company by way of special resolution at its Annual
General Meeting held on September 28, 2024.

Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company as on March
31, 2025 are: Mr. Suresh Kumar Singh, Vice- Chairman &
Whole- Time Director, Dr. Vimal Kumar Shrawat, Managing
Director, Mr. Vinod Kumar, Chief Financial Officer and Ms.
Parul Choudhary, Company Secretary.

NUMBER OF MEETINGS OF THE BOARD

Five (5) meetings of the Board were held during the year.
For details of meetings of the Board, please refer to the
Corporate Governance Report, which is a part of this report.

Committees of the Board

As on March 31, 2025, the Board has 5 (Five) Committees.
Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Risk Management
Committee, and Corporate Social Responsibility Committee.
The details pertaining to the meetings and composition of
the Committees of the Board are included in the Corporate
Governance Report, which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of its knowledge and ability, confirm that:

a) i n the preparation of the Annual Financial Statements
for the year ended on March 31, 2025 the applicable
accounting standards have been followed.

b) the Company have selected such accounting policies
and applied them consistently and made judgment and

estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for the year under review.

c) they 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 annual financial statements have been prepared on
a on-going concern basis.

e) the proper Internal Financial Controls were in place
and that the financial controls were adequate and were
operating effectively.

f) the systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate
and operating effectively.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the
SEBI Listing Regulations, the Board has carried out an
annual evaluation of its own performance, performance of
the Directors as well as the evaluation of the working of its
Committees. The NRC has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation
process for the Board, its Committees and Directors.

The performance of the Board and individual Directors
was evaluated by the Board after seeking inputs from
all the Directors. The performance of the Committees
was evaluated by the Board after seeking inputs from the
Committee Members.

The criteria for performance evaluation of the Board
included aspects such as Board composition and structure,
effectiveness of Board processes, contribution in the long¬
term strategic planning, etc. The criteria for performance
evaluation of the Committees included aspects such as
structure and composition of Committees, effectiveness
of Committee Meetings, etc. The above criteria are broadly
based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with
each Independent Director and the Chairman of the NRC had
one-on-one meetings with the Executive and Non-Executive,
Non-Independent Directors.

The Board discussed upon the performance evaluation
outcome and concluded that they were satisfied with the
overall performance of the Board and Committees of the

Board and Directors individually. The Board also assessed
the fulfilment of the independence criteria by the Independent
Directors of the Company and their independence from the
management as specified in the Listing Regulations.

ln a separate Meeting, the Independent Directors evaluated
the performance of Non-Independent Directors and
performance of the Board as a whole. They also evaluated
the performance of the Chairman taking into account the
views of the Managing Director and Non-Executive Directors
as well.

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT
DIRECTORS

In compliance with the requirements of Regulation 25(7)
of the Listing Regulations, the Company has put in place
a Familiarization Program for the Independent Directors
to familiarize them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in
which the Company operates, business model etc. The
details of the Familiarization Program are available on the
website of the Company at https://shivalikrasayan.com/srl-
policies/

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Company’s policy on appointment of Directors is
available on the Company’s website at www.shivalikrasayan.
com. The policy on remuneration and other matters provided
in Section 178(3) of the Act has been disclosed in the
Corporate Governance Report, which is a part of this report
and is also available on the Company’s website at https://
shivalikrasayan.com/srl-policies/

INTERNAL FINANCIAL CONTROL

The Company’s internal financial controls framework is
based on the "three (3) lines of defence model". The Company
has laid down Standard Operating Procedures, policies and
authorities to guide the operations of the business. Process
owners are responsible for ensuring compliance with the
policies and procedures laid down by the management.
Robust and continuous internal monitoring mechanisms
ensure timely identification of risks and issues. The statutory
and internal auditors undertake rigorous testing of the
control environment of the Company.

The Audit Committee reviews the adequacy and effectiveness
of the Company’s internal controls environment and
monitors the implementation of the audit recommendations
including those relating to strengthening of the Company’s
risk management policies and systems. The ultimate
objective being a zero-surprise risk-controlled organization.

These internal financial controls help to put in place checks
on the implementation of the internal financial controls,
policies and procedures that are adopted by the Company
for ensuring an orderly and efficient conduct of its business.
These internal financial controls help in safeguarding assets,
prevention and detection of frauds and/or errors, maintaining
the accuracy and completeness of the accounting records.

AUDITORS

a. Statutory Auditors- At the Forty Fifth (45th) Annual
General Meeting held on September 29, 2023 appointed
M/s Rahul Chaudhary & Associates, Chartered
Accountants (Registration Number 033971N) as
Statutory Auditors of the Company till the conclusion of
Fiftieth (50th) AGM.

The report of the Statutory Auditor forms part of the
Integrated Report and Annual Accounts for 2024-25.
The said report does not contain any qualification,
reservation, adverse remark or disclaimer. During the
year under review, the Statutory Auditors did not report
any matter under Section 143(12) of the Act, therefore
no detail is required to be disclosed under Section
134(3)(ca) of the Act.

b. Secretarial Auditor-The Board of Directors of your
Company has appointed M/s AMJ & Associates,
Company Secretaries, Delhi as Secretarial Auditor
pursuant to the provisions of Section 204 of the
Companies Act, 2013. The Report of the Secretarial
Auditor is annexed to the Report as per Annexure "B".

In accordance with the SEBI Listing Regulations, the
Board of the Company has appointed. M/s. AMJ &
Associates, a Peer reviewed firm, as the Secretarial
Auditors of the Company for conducting Secretarial
Audit and issue the Secretarial Audit Report for a term
of consecutive five (5) years from Financial Year April
01,2025 to March 31,2030, subject to the approval of
the Members of the Company at the ensuing Annual
General Meeting.

c. Internal Auditor- The Board of Directors of your
Company has appointed M/s, Amar Sharma & Co.,
Chartered Accountants New Delhi as Internal Auditors
pursuant to the provisions of Section 138 of the
Companies Act, 2013 for the financial year 2025-26..

d. Cost Auditors- The Board of Directors of the Company
has, on the recommendation of the Audit Committee,
approved the appointment of M/s Cheena & Associates
as the Cost Auditors of the Company.

In accordance with the provisions of Section 148(3) of the
Act read with Rule 14 of the Companies (Audit and Auditors)

Rules, 2014, as amended, the remuneration of Rs. 75,000/-
plus applicable taxes and reimbursement of out-of-pocket
expenses payable to the Cost Auditors as recommended
by the Audit Committee and approved by the Board has to
be ratified by the Members of the Company. Accordingly, a
resolution to this effect forms part of the Notice convening
the AGM.

CORPORATE GOVERNANCE

The Governance, Corporate Secretarial and Legal functions
of the Company ensure maintenance of good governance
within the organization. They assist the business in
functioning smoothly by ensuring compliance and providing
strategic business partnership in the areas including
legislative expertise, corporate restructuring, regulatory
changes and governance. The Company has also adopted
the governance guidelines on Board effectiveness to fulfill its
responsibility towards its stakeholders.

A report on Corporate Governance together with Auditors’
certificate confirming compliance with Corporate Governance
norms, as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms a part
of this report along with Report on Management Discussion
and Analysis as Annexure "C".

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31,2025 is available on
https://shivalikrasayan.com/annual-reports/

RISK MANAGEMENT

The Company has a comprehensive Risk Management
framework that seeks to minimize the adverse impact
on business objectives and capitalize on opportunities.
The Company has implemented a mechanism for risk
management and formulated a Risk Management Policy
that is reviewed in line with the SEBI Listing Regulations
framework. The Risk Management Policy was reviewed
and amended during the year. The Policy provides for
identification of risks and formulating mitigation plans.
Major risks identified by business and other functions are
systematically addressed through mitigation actions on a
continuous basis.

The Risk Management Committee, chaired by an
Independent Director, monitors the risks and their mitigation
actions as well as formulating strategies towards identifying
new and emergent risks.

Further, the Board is apprised of any actual/emergent risk
that may threaten or\ impact the long-term plans of the
Company. Such risks are linked to the audit universe and are
also covered as a part of the annual risk-based audit plan.

The risk appetite of the organization is approved by the RMC
and the Board and is aligned to the Vision of the organization.
It is an important metric for governing all business actions
and strategic decisions. The Risk appetite is driven by the
following:

• Health and safety of our employees and the
communities in which we operate are our prime
concern and our operating strategy is focused on the
above objective;

• Management actions are focused on continuous
improvement;

• Environment and Climate Change impacts are assessed
on a continuous basis and business decisions support
systems including capital allocation, considers climate
impact through the internal carbon pricing framework;

• The long-term strategy of the Company is focused
on generating profitable growth and sustainable cash
flows that creates long term stakeholder value

The Audit Committee has additional oversight in the area
of financial risks and controls. The major risks identified by
the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company maintains a robust Whistleblower Policy that
ensures transparency and accountability. Whistleblowers
are granted direct access to the Chairperson of the Audit
Committee should they wish to report any concerns related
to unethical behavior, improper practices, fraud, or violations
of laws, rules, or regulations.

There have been no instances where individuals have
been denied access to the Chairperson for reporting such
concerns. All cases reported under the Whistleblower Policy
are presented to and reviewed by the Audit Committee.

The Company has a Whistle Blower Policy and has
established the necessary vigil mechanism for Directors
and Employees in confirmation with Section 177(9) of the
Act and Regulation 22 of Listing Regulations, to report
concerns about unethical behavior. The details of the policy
have been disclosed in the Corporate Governance Report,
which is a part of this report and is also available on https://
shivalikrasayan.com/srl-policies/

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company is committed to addressing the needs of
the communities in which it operates, thereby maximizing
societal value. Additionally, it conducts its business in a
manner that generates a positive impact and enhances
stakeholder value.

As per SEBI Listing Regulations, the Corporate Governance
Report and the integrated Management Discussion and
Analysis, the Business Responsibility and Sustainability
Report ("BRSR") form part of the Director's Report as
Annexure "D".

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided as per
Annexure "E".

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 as
set out in the said Rules forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant, material orders passed by the
Regulators or Courts, which would impact the going concern
status of the Company and its future operations.

TRANSACTION WITH RELATED PARTIES

The Company has formulated a Policy on Related Party
Transactions in accordance with the Act and the SEBI
Listing Regulations including any amendments thereto for
identifying, reviewing, approving and monitoring of Related
Party Transactions ('RPTs').

During the year under review, the RPT Policy was amended
and the said Policy is available on the Company's website at
https://shivalikrasayan.com/srl-policies/

All RPTs are presented to the Audit Committee for review and
approval. Prior omnibus approval of the Audit Committee is
obtained on periodic basis for the transactions which are
planned/ repetitive in nature. A statement giving details of
all RPTs entered pursuant to omnibus approval so granted
is placed before the Audit Committee on a quarterly basis
for its review.

The RPTs entered into during the year under review were
on arm's length basis, in the ordinary course of business
and were in compliance with the applicable provisions of
the Act read with the Rules framed thereunder and the SEBI
Listing Regulations. Further, the Company did not enter into
any contracts or arrangements with related parties in terms
of Section 188(1) of the Act and no material related party
transactions were entered into during the year under review.

In terms of Regulation 23 of the SEBI Listing Regulations,
the Company submits details of RPTs as per the prescribed
format to the stock exchanges on a half-yearly basis.

The information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 are given in
Annexure "F" in Form no AOC-2 and the same forms part
of this report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

During the year under review, the Company has not made
any investment. Further, the Company has not given any
loan or corporate guarantee or provided any security during
the year.

Details of loans, guarantees and investments covered under
the provisions of Section 186 of the Act are given in the notes
to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR)
policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year under review are
set out in Annexure "G" of this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. For other details regarding the CSR Committee,
please refer to the Corporate Governance Report, which is
a part of this report. The CSR policy is available on https://
shivalikrasayan.com/srl-policies/

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, HAVING OCCURRED SINCE THE END OF THE
YEAR AND TILL THE DATE OF THE REPORT

There have been no material changes and commitments,
which affect the financial position of the Company which
have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported
during the year under review, in terms of the provisions of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and
Outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with the Rule, 8 of the Companies (Accounts)
Rules, 2014.

a) CONSERVATION OF ENERGY

We remain committed to reducing our environmental
footprint. Prevention of the wasteful use of natural
resources, consumption of water and energy, and the
management of waste and hazardous materials have
been the key enablers in our journey of environmental
sustainability. We have embarked on a critical review of
all our approaches towards energy and environmental
conservation that will help us identify goals and action
plans for the longer term.

b) TECHNOLOGY ABSORPTION/RESEARCH AND
DEVELOPMENT

1. During the year under review your Company has
installed Scrubber at Dahej Unit-II to mitigate
the effect of vapours in atmosphere. It sucks
the Chemical Vapours and scrubs these vapours
before releasing into air to protect the environment
from chemical process.

2. Capital Expenditure is included in Fixed Assets
and Capital Work in Progress and depreciation is
provided at the respective applicable rates.

3. Expenditure incurred on R&D are as below:

(Amt. in lakh)

c) FOREIGN EXCHANGE EARNING AND OUTGO

Value of Imports & Exports in Foreign Currency

(In Lakhs)

ACKNOWLEDGEMENT

The Directors deeply appreciate and value the dedication,
support, hard work, and commitment of all employees.
Their continuous efforts in improving all functions and
areas, along with the efficient utilization of the Company’s
resources, have been instrumental in achieving sustainable
and profitable growth.

The Directors would also like to place on record their
appreciation for the continued co-operation and support
received by the Company during the year from bankers,
financial institutions, Government authorities, farming
community, business partners, shareholders, customers
and other stakeholders. The Directors look forward to
continuance of the supportive relations and assistance in
the future.

For and on behalf of the Board
Shivalik Rasayan Limited

Sd/-

Rahul Bishnoi

Place: New Delhi Chairman

Dated: August 12, 2025 (DIN: 00317960)