The Board of Directors of your Company are pleased to present the 39^th Annual Report of the Company, accompanied by the
Audited Financial Statements for the financial year ended 31^st March, 2025. This report highlights the continued development
and robust momentum of the Company throughout the year.

We trust that the insights and financial performance detailed in this report will reflect our commitment to excellence, our
achievements and the strategic initiatives that have driven our success.

1. FINANCIAL RESULTS

2. OPERATIONAL HIGHLIGHTS AND PROSPECTS/
STATEMENT OF AFFAIRS

On Standalone Basis:

Total Income:

The total income increased by 56.11% to ' 63,961.75 Lakhs
in comparison to ' 40,971.16 Lakhs of Previous Financial
Year 2023-2024.

EBIDTA:

The EBIDTA increased by 59.52% % to ' 20,121.63 Lakhs in
comparison to ' 12,613.28 Lakhs of Previous Financial Year
2023-2024.

PAT:

The PAT of the Company increased by 59.81% % to
' 14,685.18 Lakhs in comparison to ' 9,188.81 Lakhs of
Previous Financial Year 2023-2024.

The Company has concentrated on catering needs of
renewable energy sector including solar and wind energy
in local market where in the Company has been enjoying
commendable position being one of the top companies in
India supplying transformers for renewable energy.

There is no change in nature of business of the Company
during the financial year.

The Company has completed expansion and it is operational
in July 2024. It will enable enhancement of the capacity from
4000 MVA to 5500 MVA. The office building construction was
completed by July 2024. The Company has already started
working on the Phase-2 expansion which will increase our
capacity from 5500 MVA to 7500 MVA.

3. BASIS OF PREPARATION OF FINANCIAL
STATEMENTS

The Annual Standalone Audited Financial Statements
for the Financial Year 2024-2025, forming part of this
Annual Report, have been prepared in accordance with

Indian Accounting Standards (Ind-AS) notified under
Section 133 of the Companies Act, 2013 read with
Companies (Indian Accounting Standard) Rules, 2015 and
presentation requirements of Division II of the Schedule III of
the Companies Act, 2013 and in accordance with applicable
regulations of SEBI (LODR) Regulations, 2015.

In accordance with the provisions of Section 136(1) of the
Companies Act, 2013, the Company has duly placed on its
website "www.shilchar.com" the below:

• Annual Report of the Company including therein its
Standalone Financial Statements for the Financial Year
2024-2025

4. TRANSFER TO RESERVES

The Company has not transferred any amount to Reserve for
the Financial Year ended 31^st March, 2025.

5. DIVIDEND

In order to maintain the continuity and the Company's
proven track record of declaration of dividend since years and
keeping in view the financial performance of the Company
for the FY 2024-2025, the Board of Directors at its meeting
held on 21^st April, 2025, has recommended final dividend
@125% on the Paid-Up Equity Share Capital amounting
to ' 1430.03 Lakhs for the FY 2024-2025 for approval and
its declaration by the Members at the ensuing 39^th Annual
General Meeting ("AGM") of the Company.

6. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy is primarily aimed at
enhancement of long term shareholders value and
sustainable growth and therefore your Company has
formulated the policy with an aim to bring fairness in the
matter of declaration of dividend and to protect the interest
of investors. The Company intends to maintain similar or
better levels of dividend payout in future. However, the
actual dividend payout in each year will be based on the
profits and investment opportunities of the Company.

The Directors confirms that Dividend pay-outs of the
Company are in accordance with the Dividend Distribution
Policy of the Company.

The Dividend Distribution Policy is placed on the website
of the Company at below web link: https://shilchar.com/
upload/power investor relations/dvidend-distribution-
policy.pdf

7. CORPORATE GOVERNANCE

{Pursuant to Regulations 17 to 27 and Regulation 34 of the
SEBI (LODR) Regulations, 2015}

As per Regulation 34(3) and Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, a separate Section on Corporate Governance on
corporate governance practices followed by the Company,

together with a certificate from the Company's Auditors
confirming compliance forms an integral part of this Report.

8. CODE OF CONDUCT

The Board of Directors has formulated, implemented and
has in place a comprehensive "Code of Fair Disclosure
of Unpublished Price Sensitive Information" & "Code of
Conduct for Prevention of the Insider Trading", for regulating,
monitoring and reporting the trading by Designated
Personnel of the Company which exemplifies the spirit of
good ethics and governance.

Further, the Board of Directors has also formulated "Code
of Conduct for Board of Directors and Senior Management"
with a purpose to enhance integrity, ethics & transparency in
governance of the Company and thereby reinforce the trust
and confidence reposed in the Management of the Company
by the Members and other stakeholders.

The aforestated codes are available on the website of the
Company at https://shilchar.com/upload/power investor
relations/code-of-conduct-pit-policy.pdf.

Further, in compliance to Regulation 26(3) of the SEBI
(LODR) Regulations, 2015, the Board Members and Senior
Management personnel have affirmed compliance with the
code of conduct. A declaration in regard to compliance with
the Codes of Conduct for the Financial Year 2024-2025 has
been received by the Company from the Managing Director
and is duly annexed to the Corporate Governance Report,
which forms an integral part of this Annual Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

For the Directors' Responsibility Statement in relation to
financial statements of the Company for the year ended on
31^st March, 2025, the Board of Directors states that:

(a) in the preparation of the annual accounts, the applicable
accounting standards read with requirements set out
under Schedule III to the Act, have been followed and
there are no material departures from the same;

(b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at 31^st March, 2025 and of the profit and
loss of the Company for the financial year ended on
31^st March, 2025;

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

(d) the annual accounts/financial statements have been
prepared on a 'going concern' basis;

(e) proper internal financial controls are in place and are
adequate and operating effectively; and

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

10. CORPORATE SOCIAL RESPONSIBILITY (“CSR")

As per the provisions of Section 135 of the Companies
Act, 2013 regarding Corporate Social Responsibility, the
Company has laid down CSR Policy. The composition of
CSR committee, contents of CSR Policy and Report on
CSR activities carried out during the year 2024-25 is as per
Annexure-A attached with this Report. The Policy has been
uploaded on the Company's website and can be accessed
at the web https://shilchar.com/upload/power investor
relations/corporate-social-responsibility-policy.pdf.

11. ANNUAL RETURN

The Annual Return of the Company in Form MGT-7 reflecting
the financial and non-financial summary of the Company, is
available on the Company's website at www.shilchar.com.

12. NOMINATION AND REMUNERATION POLICY

On the recommendation of Nomination and Remuneration
Committee, the Board of Directors of the Company has
approved and adopted the Nomination and Remuneration
Policy of the Company which has been designed to identify,
retain, motivate and promote the talent. The Policy inter
alia lays down the principles relating to qualification, core
competence, expertise and experience for selection,
appointment, cessation, remuneration and evaluation of
Directors, Key Managerial Personnel and Senior Management
Personnel of the Company and the same is available on the
Company's website on https://shilchar.com/upload/power
investor relations/nomination-remuneration-policy.pdf.

The details of the policy along with the composition, number
and date of meetings held, attendance of the members of
the Nomination and Remuneration Committee meetings
are given separately in the Corporate Governance Report
which forms an integral part of this Annual Report.

13. RISK MANAGEMENT POLICY

The Company has proactive approach towards the Risk
Management which is designed to identify and assess the
threats and framing a suitable response to those threats
affecting the achievement of organizational objectives.

In order to manage, minimize and mitigate these risks,
it regularly analyses and takes corrective actions and
periodically reviews its process. The Board of Directors of
the Company has framed a Risk Management Policy which
consists of three essential elements viz. Risk Identification,
Risk Assessment, Risk Management and Risk Mitigation &
Risk Monitoring.

The Risk Management Policy is available on the website
of the Company at https://shilchar.com/upload/power
investor relations/risk-management-policy.pdf.

The composition, number and date of meetings held,
attendance of the members of the Risk Management
Committee meetings are given separately in the Corporate
Governance Report which forms an integral part of this
Annual Report.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY

A Vigil Mechanism/Whistle Blower Policy provides a
channel to the employees to report to the management
cases relating to unethical behaviour, actual or suspected
fraud or violation of the Company's codes of conduct or
ethics policy. The Company has established a robust Vigil
Mechanism and adopted a Whistle Blower Policy to provide
the adequate safeguards against victimization of employees
and direct access to the Chairman of the Audit Committee.
Further, it is affirmed that no personnel of the Company
have been denied access to the Audit Committee during the
FY 2024-2025.

The Vigil Mechanism/Whistle Blower Policy is available on
Company's website at https://shilchar.com/upload/power
investor relations/whistle-blower-policy.pdf.

15. PREVENTION OF SEXUAL HARASSMENT OF
EMPLOYEE AT WORKPLACE

The Company is committed to maintain the workplace free
of discrimination, prejudice, gender bias, or any form of
harassment including sexual harassment at workplace and
focused on creating safe and healthy working environment,
where every employee is treated with dignity. The Company
believes that 'Prevention is better than cure' and marching
towards the same vision, the Company has in place a
policy on "Prevention, Prohibition and Redressal of Sexual
Harassment" at workplace and has complied with the
provisions relating to the constitution of Internal Complaints
Committee which creates an awareness to prevent the
sexual harassment at workplace. No complaints on sexual
harassment were received during the year FY 2024-2025.

16. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS

The Company believes that the Human Capital is the
strongest pillar of the Company and with same vision the
Company continues to retain focus on core values of "Trust,
Quality and Excellence" that drives the organization culture.
The Company is focused on developing the practices to
foster and strengthen the capability of human capital to
deliver the critical outcomes and increasing the operational
efficiency and capital productivity.

The talent being the backbone of the Company is the key
strength, which has led the Company to achieve the positive
results and various milestones in its journey. The Company
believes that attracting, developing and retaining talent is
crucial to organizational success.

During the FY 2024-2025, employee satisfaction and
involvement by fostering employee growth and development
through training programs, career development and
performance management systems, resulted in maintaining
harmonious and cordial Industrial Relations.

17. AUDITORS

(a) Statutory Auditors

The Company's Auditors M/s. CNK & Associates LLP,
Chartered Accountants, Vadodara have been re-appointed
as Auditors of the Company to hold the office from the
conclusion of 36^th Annual General Meeting until conclusion
of 41^st Annual General Meeting. As required under Listing
Regulations, the auditors have also confirmed that they hold
a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India..

(b) Secretarial Auditors

M/s. Kashyap Shah & Co., Company Secretaries, Vadodara,
the Secretarial Auditors of the Company has conducted the
audit of secretarial records for the FY 2024-2025.

Annual Secretarial Audit Report

The Secretarial Audit Report is annexed with the Board's
Report as "Annexure-B" and has no material qualifications,
reservations, adverse remarks or disclaimer therein for the
FY 2024-2025. Observation mentioned in the report are
self-explanatory.

Certificate of Non-Disqualification of Directors
{Pursuant to Regulation 34(3) read with amended Schedule
V(C)(10)(i) of the SEBI (LODR) Regulations, 2015}

The Company has obtained the certificate from M/s. KSPS
& Co LLP, Company Secretaries, Vadodara that none of the
Directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as Directors
of Companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs or any such statutory authority
and the same is annexed to Corporate Governance Report
which forms an integral part of this Annual Report.

Further, the Board of Directors of the Company has
recommended the appointment of M/s. KSPS & Co LLP,
Company Secretaries for conducting audit of the secretarial
records for 5 consecutive years starting from FY 2025-2026
to 2029-2030. The required consent to act as the Secretarial
Auditors of the Company has been received by the Company
from M/s. KSPS & Co LLP, Company Secretaries on terms &
conditions as mutually agreed upon between the Secretarial
Auditors and the Board/Management of the Company.

(c) Cost Auditors

M/s. K H Shah & Co., Cost Accountants has conducted the
Audit of Cost Records for the FY 2024-2025 with no audit
qualifications, reservations, adverse remarks or disclaimer in
the Cost Audit Report for the FY 2024-2025.

Further, the Board has re-appointed M/s. K H Shah & Co.,
Cost Accountants as Cost Auditors to conduct the audit

of cost records of the Company for the FY 2025-2026; the
consent of which along with a certificate confirming their
independence and arm's length relationship has been duly
received by the Company from the said Auditors.

The Ordinary Resolution seeking approval from members
for ratification of remuneration to be paid to the said
Cost Auditors, forms a part of the Notice of this Annual
General Meeting.

(d) Internal Auditors

M/s. Sharp & Tannan Associates, Chartered Accountants
(FRN: 109983W), Vadodara has been appointed as Internal
Auditors of the Company from the financial year 2023-2024
onwards. The reports of the Internal Auditors are being
reviewed by the audit committee from time to time.

18. OBSERVATION OF AUDITORS

There are no material qualifications, reservations or adverse
remarks made by the Auditors. Observations of auditors are
self-explanatory and do not call for further information. The
auditors have not reported any frauds under sub Section 12
of Section 143.

19. REPORTING OF FRAUDS BY THE STATUTORY
AUDITORS

There was no instance of fraud during the FY 2024-2025,
which required the Statutory Auditors to report to the
Audit Committee and/or Board. Therefore, there exists no
details to be disclosed in this Director's Report pursuant to
Section 134(3) of the Companies Act, 2013.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo is
annexed as "Annexure-C" which forms an integral part of
this Board's Report.

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

The details of remuneration of Directors, Key Managerial
Personnel and Particulars of Employees and other
information required, are annexed as "Annexure-D" which
forms an integral part of this Board's Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

A comprehensive Management Discussion and Analysis
Report for the FY 2024-2025 inclusive of several significant
aspects of your Company's performance and the industry
landscape which includes Company's business operations
and performance review, global & Indian industry trends,
key financial ratios, other material changes/developments
in the textiles Industry and future perspective of the
Company's businesses and other required details is
annexed as "Annexure-E" which forms an integral part of
this Board's Report.

23. RELATED PARTY TRANSACTIONS

As a part of Company's philosophy of adhering to highest
ethical standards, transparency and accountability, all the
contracts/arrangements/transactions entered into by the
Company with related parties were in the ordinary course
of business and on an arm's length basis for the Financial
Year under review. The transactions entered with related
parties are periodically placed before the Audit Committee
for review and approval.

During the FY 2024-2025, the Company had submitted
the disclosures of related party transactions to the Stock
Exchange within the prescribed timeline.

A statement showing particulars of contracts and
arrangements with related parties in the prescribed
Form AOC-2 is annexed as "Annexure-F" which forms an
integral part of this Board's Report.

During the FY 2024-2025, there were no materially
significant Related Party Transactions made by the Company
with its Promoters (except mentioned below), Directors or
the Management or their relatives and with its associate
Company that may have potential conflict with interest of the
Company and requiring shareholders' approval except with
its subsidiary Company the details of which are mentioned
in Form AOC-2.

Pursuant to Schedule V, Part A, Para 2A of the SEBI (LODR) Regulations, 2015, the list of Related Party Transactions entered
into by the Company with the promoters of the Company holding 10% or more shareholding in the Company is as follows:

The above disclosure along with other details of the Related
Party Transactions as per the Indian Accounting Standards
(IND-AS 24) are set out in Notes to the Standalone Financial
Statements of the financial year under review, which forms
part of this Annual Report.

The Board of Directors has approved a policy on Related
Party Transactions and is available on the website of the
Company at https://shilchar.com/upload/power investor
relations/related-party-transaction-policy.pdf.

24. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

ESG Reporting is changing the landscape of businesses
globally. To meet the ever-increasing global challenges
pertaining to ESG i.e., Environmental, Social and Governance
dimensions, your Company adopted responsible and
sustainable business practices.

Your Company is pleased to present the 2^nd Business
Responsibility and Sustainability Report (BRSR) for the
FY 2024-2025 which forms integral part of this Board's
Report and is annexed as "Annexure-G".

The "Business Responsibility Policy" is also available on the
website of the Company at www.shilchar.com.

25. INFORMATION OF SUBSIDIARY/WHOLLY
OWNED SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES

The Company does not have any Subsidiary, Joint Venture or
Associate Company.

26. MATERIAL CHANGES
During the year:

During the Financial Year under review, there were no other
material changes occurred or material commitments which
affected the financial position of the Company except if
any separately stated in this Board's Report and except as
stated below:

i. Postal Ballot:

a. During the year under review, the Board of Directors
sought approval of the Shareholders of the Company
through Postal Ballot process vide Postal Ballot notice
dated 4^th February, 2025 for the Special Business as set
out herein below:

- Appointment of Mrs. Nandini Ashish Tandon
[DIN: 01657786] as a Non-Executive Independent
Director.

- Approval for increasing Authorised Share Capital
from ' 10,00,00,000 to ' 15,00,00,000.

The resolution was passed with requisite majority of the
Shareholders on 15^th March, 2025 being the e-Voting
end date.

27. BOARD MEETINGS

There were total 4 (four) Board Meetings held during the
FY 2024-2025 for consideration and approval of the various
agenda items which were circulated well in advance to the
Board of Directors. The details of the meetings viz. dates,
number of meetings held, attendance details etc. are
mentioned in the Corporate Governance Report, which
forms an integral part of the Annual Report.

28. BOARD OF DIRECTORS

The Board of Directors of the Company is fully committed to
provide the strategic direction towards long-term success of
the Company. They ensure long term sustainability, create
value, delegate responsibilities, manage risks and ensure
high-quality governance to keep the Company on the path
of sustainable growth and development.

• The details of size and composition of the Board is
provided in Corporate Governance Report, which forms
an integral part of the Annual Report.

• During the financial year under review, the following
changes took place in the board structure of
the Company:

i) In accordance with the provisions of Section 152
of the Companies Act, 2013, Mr. Alay Shah
(DIN: 00263538), was re-appointed as Director
liable to retire by rotation.

ii) Ms. Reshma Patel (DIN: 00165162), Non-Executive
Independent Director has completed her tenure
as Non-Executive Independent Director of the

Company and ceased from the Directorship of the
Company with effect from 27^th March, 2024.

The Board places on record its sincere
appreciation for invaluable contribution and
expert guidance by Ms. Reshma Patel during her
tenure as Independent Director.

iii) In order to maintain the diverse and Independent
Board to ensure good governance practices,
on the recommendations of Nomination and
Remuneration Committee and approval of
Board of Directors at their meetings held on 30^th
January, 2025; the shareholders of the Company
had considered and approved the appointment
of Ms. Nandini Tandon (DIN: 01657786) as Non¬
Executive Independent Directors of the Company
to hold office for a first term of 5 consecutive years
w.e.f. 26^th March, 2025, by passing the Special
Resolutions through postal ballot notice dated
4^th February, 2025 for a period of 5 years.

iv) Mr. Rajesh Varma was re-appointed as Independent
Director for 2^nd term from 8^th February, 2025 to
7^th February, 2030.

(ii) Deposits

The Company neither has accepted or renewed any deposits
nor has any outstanding deposits during the Financial Year
under review. No unsecured loan from Directors received
during the year.

(iii) Investor Education and Protection Fund
("IEPF")

In terms of Section 125 of the Companies Act, 2013, any
unclaimed or unpaid Dividend relating to the financial year
ended on 31^st March, 2018 was due for remittance on or
before 19.09.2025 to the Investor Education and Protection
Fund established by the Central Government. Pursuant to
the provisions of Section 125 of the Companies Act, 2013,
every year the Company transfers shares to IEPF Account
of Central Government for which dividend has remained
unclaimed/unpaid for consecutive 7 years.

During the financial year 2024-25, the Company transferred
unclaimed dividend amount of ' 1,66,314 with IEPF Account
of Central Government on 2^nd September, 2024. Further,
the Company transferred Equity Shares with IEPF Account
effective from 9^th September, 2024, for which dividend/
interim dividend were unclaimed for seven consecutive
years. The amount of Unpaid/Unclaimed Dividend Account
2017-2018 ' 26,378/- and it will be transferred to Investor
Education and Protection Fund by 19^th September, 2025.

(iv) Changes in Share Capital

During FY 2024-2025, the Company has altered/modified its
authorized share capital and but has not issued any shares
including equity shares with differential rights as to dividend,
voting or otherwise. The Company has not issued any sweat
equity shares to its directors or employees.

Further, as on 31^st March, 2025, none of the Directors of the
Company hold instruments convertible into equity shares of
the Company.

Shares

A. Buy back of securities

The Company has not bought back any of its securities
during the year under review.

b. Sweat equity

The Company has not issued any Sweat Equity Shares during
the year under review.

c. Bonus shares

The Company has not issued any Bonus Shares during the
year under review.

d. Employees stock option plan

The Company has not provided any Stock Option Scheme to
the employees.

Accordingly, the Equity Share Capital of the Company as at 31^st March, 2025 continues to stand same as per previous financial
year with no changes as per the details below:

(v) Maintenance of Cost Records

In compliance with the above provisions, the Company
ensures the preparation and maintenance of cost records of
the Company on annual basis, the cost audit of which was
carried by the Cost Accountants of the Company, M/s. K. H.
SHAH & Co., Vadodara.

(vi) Particulars of Loans, Guarantees or
Investments

{Pursuant to Section 186 of the Act and rules thereunder}

There were no loans, guarantees made by the Company
under Section 186 of the Companies Act, 2013 during
the year under review and hence the furnishing above
information is not applicable. Particulars of Investments are
mentioned in Note no. 8 of the Financial Statements.

(vii) Listing of the Company

The Equity Shares of the Company continues to be listed on
"BSE Limited" since 6^th November, 1995.

The annual listing fees for the FY 2024-2025 has been duly
paid to these Stock Exchanges.

Further the Annual Custody Charges to National Securities
Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) for the FY 2024-2025 & FY 2025-2026
has also been paid.

(viii) Compliance of Secretarial Standard

During the FY 2024-2025, the Company had complied with
the applicable Secretarial Standards issued by ICSI and other
laws, provisions and Acts.

(ix) Significant and Material Orders Passed by the
Regulators

No significant material orders have been passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations in future,
during the FY 2024-2025.

(x) Application under the Insolvency and Bankruptcy Code, 2016

During FY 2024-2025, your Company has neither made any application nor were any proceedings initiated/pending against
the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended on 31^st March, 2025.

(xi) Details of settlement done with Banks or Financial Institutions

During the FY 2024-2025, there is no such settlement done with any Banks and Financial Institutions.

33. ACKNOWLEDGEMENT & APPRECIATION

Your Board expresses gratitude towards all the employees, business partners, institutions, banks and the Members, for their
continued trust and support to the Company.

For and on behalf of Board of Directors
Shilchar Technologies Limited

Sd/-

Alay Jitendra Shah

Date: 21^st April, 2025 Chairman & Managing Director

Place: Gavasad, Vadodara DIN: 00263538