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TO THE MEMBERS,
Your Directors have pleasure in presenting this Forty Eighth (48th)
Annual Report together with the Audited Financial Statements and Auditors' Report for the
financial year ended on March 31, 2026.
FINANCIAL RESULTS
(Rs. in Lakhs)
Financial Results:
| Particulars |
Standalone 2025-26 |
Standalone 2024-25 |
Consolidated 2025-26 |
Consolidated 2024-25 |
| Sales |
17,023.35 |
14,922.59 |
36,800.32 |
31,177.31 |
| Other Income |
96.45 |
206.29 |
407.77 |
830.67 |
| Profit for the year before Tax |
949.13 |
1,352.74 |
2,147.56 |
2,511.46 |
| Provision for taxation |
(202.27) |
(289.34) |
(457.10) |
(653.29) |
| Deferred Tax Assets/(Liability) |
70.38 |
323.28 |
106.41 |
354.80 |
| Net Profit |
817.25 |
1,386.68 |
1,796.88 |
2,212.98 |
Company's Performance & State of Company's Affair:
On a consolidated basis, the revenue for Financial Year 2026 was Rs.
36,800.32 Lakhs, higher by 18.03% over the previous year revenue of Rs. 31,177.31 Lakhs.
The profit after tax (PAT) attributable to shareholders was Rs. 1,796.88 Lakhs in
Financial Year 2026 and Rs. 2,212.98 Lakhs in Financial Year 2025, thereby registering a
decline of 18.80% over the last year PAT.
On Standalone basis, the revenue for Financial Year 2026 was Rs.
17,023.35 Lakhs, higher by 14.07% over the previous year revenue of Rs. 14,922.59 Lakhs.
The profit after tax (PAT) attributable to shareholders for Financial Year 2026 was Rs.
817.25 Lakhs registering a decline of 41.06% over the PAT of Rs. 1,386.68 Lakhs for
Financial Year 2025.
Return of Surplus Funds to Shareholders:
Based on the Company's performance, the Directors have recommended a
final dividend for the Financial Year 2025-26 on Equity Share Capital @ 10% [Rs. 0.50 per
equity share (nominal face value of Rs. 5/- each)]. The Dividend payout is subject to
approval of shareholders in ensuing Annual General Meeting.
Dividend Distribution Policy:
Pursuant to Regulation 43A of the Securities and Exchange Board of
India Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations), the Board of Directors of the Company have a Dividend Distribution Policy in
place which aims to maintain a balance between profit retention and a fair, sustainable
and consistent distribution of profits among its Members. The said Policy is available on
the website of the Company under the 'Investors' section at
https://shivalikrasayan.com/wp-content/uploads/2023/11/Dividend-Distribution-Policy.pdf
Reserves:
The Board of Directors has decided to retain the entire amount of
profits for 2025-26 in the retained earnings.
Equity Share Capital:
The paid-up Equity Share Capital as on March 31, 2026 was Rs. 7.87
Crores. During the year under review, the Company has not issued any shares.
Associate Company Medicamen Biotech Limited (MBL):
During 2025-26, SRL holds 54,87,095 Equity Shares of its Associate
Company, Medicamen Biotech Limited thereby maintaining its stake to 40.46%.
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
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.
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.
Transaction with Related Parties:
In line with the requirements of the Companies Act, 2013 (the Act) and
SEBI Listing Regulations, as amended from time to time, the Company has formulated a
Policy on Related Party Transactions ('RPT Policy') for identifying, reviewing, approving
and monitoring of Related Party Transactions and the same is available on the Company's
website at
https://shivalikrasayan.com/wp-content/uploads/2023/12/Related-Party-Transaction-Policy.pdf
All related party transactions entered into during 2025-26 were on
arm's length basis and in the ordinary course of business and were reviewed and approved
by the Audit Committee. With a view to ensure continuity of day-to-day operations, an
omnibus approval is obtained for related party transactions which are of repetitive nature
and entered in the ordinary course of business and on an arm's length basis. A statement
giving details of all related party transactions entered pursuant to the omnibus approval
so granted is placed before the Audit Committee on a quarterly basis for its review.
During the year under review, the Company did not enter into any
contracts or arrangements with related parties pursuant to Section 188(1) of the Act read
with the relevant rules and no material related party transactions were entered into.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
AOC-2 is not applicable to the Company for 2025-26 and hence, does not form part of this
Integrated Annual Report.
In terms of Regulation 23 of the SEBI Listing Regulations, the Company
submits details of related party transactions on a consolidated basis as per the specified
format to the stock exchanges on a half-yearly basis.
The details of the transactions with related parties are provided in
the significant accounting policies at note no. 2.25 of Financial Statements.
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.
Internal Financial Control:
Internal financial control systems of the Company are commensurate with
its size and the nature of its operations.
Directors' Responsibility Statement:
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, audits conducted by the Internal,
Statutory, Cost and Secretarial Auditors, including audit of the internal financial
controls over financial reporting by the Statutory Auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and operating
effectively during 2025-26.
Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the
Directors, to the best of their knowledge and ability, confirm that for the year ended
March 31, 2026:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material departures;
(ii) they have selected such accounting policies and applied them
consistently and made judgements and estimates that are 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 viz., March 31, 2026 and of the profit of the Company for that period;
(iii) they 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;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Corporate Governance & Compliance:
The Company follows the best governance practices to boost long-term
shareholder value and respect minority rights. The Company considers the same as its
inherent responsibility to disclose timely and accurate information to its stakeholders
regarding its operations and performance, as well as the leadership and governance of the
Company. 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 "B".
Management Discussion and Analysis:
Pursuant to Regulation 34 of the SEBI Listing Regulations, the
Management Discussion & Analysis is presented in a separate section forming part of
this Integrated Annual Report. As required under the provisions of the SEBI Listing
Regulations, the Audit Committee of the Company has reviewed the Management Discussion
& Analysis report of the Company for the year ended March 31, 2026.
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 such a manner that generates a positive impact and enhances stakeholder value.
As per SEBI Listing Regulations, the Business Responsibility and
Sustainability Report ("BRSR") form part of the Director's Report as Annexure
"C".
Directors and Key Managerial Personnel:
Re-Appointment:
In accordance with the provisions of Section 152 of the Act Mr. Suresh
Kumar Singh and Dr. Vimal Kumar Shrawat 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.
At the 47th AGM of the Company held on September 27, 2025, the
shareholders of the Company approved the redesignation of Mr. Ashwani Kumar Sharma (DIN:
00325634) as a Non-Executive, Non-Independent Director of the Company with effect from
August 12, 2025.
Independent Directors:
In terms of 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.
The Board is of the opinion that all Directors including the
Independent Directors of the Company possess requisite qualifications, integrity,
expertise and experience in the fields of science and technology, digitalization,
strategy, finance, governance, human resources, safety, sustainability, etc.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2026 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 &
Compliance Officer.
Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee (NRC) is responsible for
developing competency requirements for the Board based on the industry and strategy of the
Company. The Board composition analysis reflects in-depth understanding of the Company,
including its strategies, environment, operations, financial condition and compliance
requirements.
The Committee is also responsible for reviewing the profiles of
potential candidates' vis-a-vis the required competencies and meeting the potential
candidates prior to making recommendations of their nomination to the Board. At the time
of appointment, specific requirements for the position including expert knowledge expected
are communicated to the appointee.
The list of core skills, expertise and competencies of the Board of
Directors as are required in the context of the businesses and sectors applicable to the
Company are identified and are available with the Board. The Directors have also reviewed
the list of core skills, expertise and competencies which were mapped against them. The
same is disclosed in the Corporate Governance Report forming part of this Integrated
Annual Report.
Criteria for determining Qualifications, Positive Attributes and
Independence of a Director:
The NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors in terms of provisions of Section 178(3)
of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing
Regulations.
Independence: In accordance with the above criteria, a
Director will be considered as an 'Independent Director' if he/she meets the criteria for
independence as laid down in the Act and Rules framed thereunder, as amended and
Regulation 16(1)(b) of the SEBI Listing Regulations.
Qualifications: A transparent Board nomination process is in
place that encourages diversity of thought, experience, knowledge, perspective, age and
gender. It is also ensured that the Board has an appropriate blend of functional and
industry expertise. While recommending the appointment of a Director, the NRC considers
the manner in which the function and domain expertise of the individual will contribute to
the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed
under the Act, the Directors on the Board of the Company are also expected to demonstrate
high standards of ethical behavior, strong interpersonal and communication skills and
soundness of judgement.
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.
In 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 Programme 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 Programme 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 Programme are available on the website of the Company at
https://shivalikrasayan.com/srl-policies/
Remuneration Policy:
The Company has adopted a Remuneration Policy for the Directors, KMP
and other employees, pursuant to the provisions of the Act and the SEBI Listing
Regulations. The Remuneration Policy is available on website of the Company at
https://shivalikrasayan.com/wp-content/uploads/2023/11/Nomination-and-Remuneration-Policy.pdf
Board and Committee Meetings:
Regular meetings of the Board and its Committees are conducted to
discuss and approve various strategies, policies, financial matters and such other
businesses.
Details of Board Meetings:
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.
Composition of Audit Committee:
As on March 31, 2026, the Audit Committee comprised three (3) Members
out of which two (2) are Independent Directors and one (1) was a Non-Executive,
Non-Independent Director. During the year, five (5) Audit Committee Meetings were held,
details of which are provided in the Corporate Governance Report.
There have been no instances during the year when recommendations of
the Audit Committee were not accepted by the Board.
Composition of Corporate Social & Responsibility (CSR) Committee:
The CSR Committee comprised four (4) Members out of which two (2) are
an Independent Directors. During the year under review, One (1) Meetings of the CSR
Committee were held, details of which are provided in the Corporate Governance Report.
During the year under review, there were no instances when the recommendations of the CSR
Committee were not accepted by the Board.
Secretarial Standards:
The Directors have devised proper systems and processes for complying
with the requirements of applicable Secretarial Standards issued by the Institute of
Company Secretaries of India, as amended and such systems were adequate and operating
effectively.
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 "D" 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/
Sexual Harassment of Women at Workplace:
The Company firmly believes in providing a safe, supportive, and
friendly workplace environment, where our values come to life through supporting behavior.
A positive workplace environment and a great employee experience are an integral part of
our culture. The Company continues to take various measures to ensure a workplace free
from discrimination and harassment on the basis of gender. The Company educates its
employees on what constitutes sexual harassment and on the procedures to follow in the
event of an incident constituting sexual harassment.
The Company has created a framework for individuals to seek recourse
and redressal for instances of sexual harassment. During the year, the Company conducted
various training and sensitization sessions on prevention of sexual harassment at
workplace for its employees, workmen, and others at various locations. The Company has a
Prevention of Sexual Harassment at Workplace Policy in place to provide clarity around the
process to raise such a grievance and how the grievance will be investigated and resolved.
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.
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/wp-content/uploads/2025/06/Whistle%20Blower%20Policy.pdf
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 2025-26. 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 In terms of Section 204 of the
Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
M/s. AMJ & Associates, a firm of Company Secretaries in Practice, has been appointed
as the Secretarial Auditors of the Company.
At the 47th AGM of the Company held on September 27, 2025, in
accordance with the SEBI Listing Regulations, the Members of the Company 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 1, 2025 to March 31, 2030.
The Report of the Secretarial Auditors is enclosed as Annexure
"E" which forms part of this Report. There have been two observations as given
by the Secretarial Auditors in their Report as below:
- Observation:
During the Period under Review, it was observed that the Company's
mandatory Corporate Social Responsibility (CSR) budget allocation was calculated on the
basis of Profit After Tax (PAT) instead of Profit Before Tax (PBT), deviating from the
methodology prescribed under Section 135 read with Section 198 of the Companies Act, 2013.
While this did not result in any financial deficit in the final CSR expenditure as
explained to us by the management, we recommend updating the Company's internal compliance
templates to ensure that future CSR calculations strictly adhere to the statutory
methodology.
Management Response: The Company calculated the CSR amount
with different approach although there is no deficit in CSR spending as per the
calculation under section 198 during the years. The Company will take due care while
calculating.
- Observation:
During the period under review, the Company failed to comply with
the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ('POSH Act'). Specifically, relating to the Formation
of the Internal Committee (IC) and non-submission of the Annual Report for the calendar
year ended 31st December 2025, as mandated under section 21 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Management Response: The Company is deeply committed to
maintaining a safe, secure, and supportive working environment for all employees. Due to
sudden administrative and structural changes during the financial year, the formal setup
of the internal compliance framework experienced an unintended delay. Management clarifies
that the Company will ensure absolute and complete compliance with all statutory
provisions of the POSH Act.
c. Cost Auditors The Company is required to maintain
cost records as specified by the Central Government as per Section 148(1) of the Act and
the rules framed thereunder, and accordingly, the Company has maintained such cost
accounts and records. In terms of section 148(1) of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, based on the recommendations of the Audit Committee, the
Board of Directors of the Company appointed M/s Cheena & Associates, Cost Accountants
being eligible to conduct Cost Audit relating to the business of the Company for the year
ending March 31, 2027.
M/s. Cheena & Associates, Cost Accountants have confirmed that they
are free from disqualification specified under Section 141(3) and proviso to Section
148(3) read with Section 141(4) of the Act and that their appointment meets the
requirements of Section 141(3)(g) of the Act. They have further confirmed their
independence status and that they maintain an arm's length relationship with the Company.
The remuneration payable to the Cost Auditors is required to be placed
before the Members in a General Meeting for their ratification. Accordingly, a resolution
for seeking Members' ratification for the remuneration payable to M/s. Cheena &
Associates, Cost Accountants is included in the Notice of the 48th AGM forming part of
this Integrated Annual Report.
d. Internal Auditor M/s Amar Sharma & Co, Chartered
Accountants, is not willing to continue as an Internal Auditor of the Company due to other
pre-occupations, therefore, Board based on the recommendation of Audit Committee,
appointed M/s Arun Agarwal & Co., Chartered Accountants as Internal Auditor of the
Company for the financial year 2026-27.
Reporting of Frauds by Auditors:
During the year under review, the Statutory Auditors, Cost Auditors,
Internal Auditors and Secretarial Auditors have not reported any instances of frauds
committed in the Company by its officers or employees, to the Audit Committee under
Section 143(12) of the Act, details of which are required to be mentioned in this Report.
Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2026 is available on
https://shivalikrasayan.com/annual-reports/
Other Disclosures:
No significant material orders have been passed by the Regulators or Courts or Tribunals
which would impact the going concern status of the Company and its future operations.
No applications were made or any proceedings were pending against the Company under the
Insolvency and Bankruptcy Code, 2016.
No deposits have been accepted from the public during the year under review, and no
amount on account of principal or interest on deposits from the public was outstanding as
on March 31, 2026.
There has been no change in the nature of business of the Company as on the date of this
Report. There were no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of this Report.
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
"F".
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.
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:
Capital Expenditure is included in Fixed Assets and Capital Work in Progress and
depreciation is provided at the respective applicable rates.
Expenditure incurred on R&D are as below:
(Amt. in Lakhs)
| Particulars |
2025-26 |
2024-25 |
| Capital Expenditure |
87.00 |
52.92 |
| Revenue Expenditure |
862.37 |
614.52 |
| Total |
949.37 |
667.44 |
c) Foreign Exchange Earning and Outgo:
Value of Imports & Exports in Foreign Currency
| Particulars |
As at March 31, 2026 |
As at March 31, 2025 |
| Raw Materials (on CIF Basis) |
1,799.53 |
692.04 |
| Value of Exports (Calculation on FOB basis) |
57.38 |
12.40 |
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.
- The CSR amount in future, if any, in section 135 and the Companies Act, 2013.
- Observation:
During the period under review, the Company failed to comply with
the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act"). Specifically, noting the
formation of the Internal Committee (IC) and non-constitution of the Internal Committee as
required under section 4 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Response: The Company is deeply committed to maintaining a
safe, secure, and supportive working environment for all employees. Due to sudden,
administrative and structural changes, including a transition in the internal committee
framework, unexpected and unplanned delay. Management clarifies that the Company will
ensure absolute and complete compliance with all statutory provisions of the POSH Act.
c. Cost Auditors: The Company is required to maintain
cost records as specified by the Central Government under sub-section (1) of Section 148
of the Companies Act, and the Company has maintained such cost accounts and records. In
terms of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules,
2014, based on the nature of business and the threshold limits prescribed under the
Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost
Auditor. Accordingly, the Board of Directors of the Company appointed M/s Chhaya A.
Associates, Cost Accountants to conduct the audit of the cost records of the Company for
the financial year 2025-26.
M/s Chhaya A. Associates, Cost Accountants have confirmed that they are
not disqualified as specified under Section 141(3) and proviso to Section 148(3) read with
Section 141(4) of the Act and that the appointment is in accordance with Section 148(3) of
the Act. They have further confirmed their independence and that they maintain an arm's
length relationship with the Company.
The remuneration payable to the Cost Auditors is required to be placed
before the Members in a General Meeting for their ratification. Accordingly, a resolution
for seeking Members' ratification for the remuneration payable to M/s Chhaya A.
Associates, Cost Auditors is included in the Notice of the 48th AGM forming part of this
Integrated Annual Report.
- Internal Auditor:
M/s Amar Sharma & Co., Chartered Accountants, is not
willing to continue as an Internal Auditor of the Company due to other pre-occupations.
Accordingly, the Board of Directors has appointed M/s Amar Sharma & Co., Chartered
Accountants as Internal Auditor of the Company for the financial year 2026-27.
REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditors, Cost Auditors,
Internal Auditors and Secretarial Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under Section
143(12) of the Act, details of which are required to be mentioned in this Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2026 is available on
https://www.tatacapital.com/investor-relations.
OTHER DISCLOSURES
No significant material orders have been passed by the Regulators or Courts or Tribunals
which would impact the going concern status of the Company and its future operations.
No proceedings were made or are pending against the Company under the Insolvency and
Bankruptcy Code, 2016.
No deposits have been accepted from the public during the year under review, and no
amount on account of principal or interest on public deposits was outstanding as on the
date of the balance sheet.
There has been no change in the nature of business of the Company as on the date of this
Report. There were no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of this Report.
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
"B".
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 the
employees drawing remuneration in excess of the limits set out in the said rules are
provided in the Integrated Annual Report.
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.
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, conservation 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 reviewed a critical review of all our approaches
towards energy and environmental conservation that will help us identify gaps and action
plans for the longer term.
b) TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
Capital Expenditure is included in Fixed Assets and Capital Work in Progress and
Depreciation is provided at the respective applicable rates.
Expenditure incurred on R&D are as below:
(In Lakhs)
| Particulars |
2025-26 |
2024-25 |
| Capital Expenditure |
0.00 |
0.00 |
| Revenue Expenditure |
862.37 |
614.52 |
Total |
862.37 |
614.52 |
c) FOREIGN EXCHANGE EARNING AND OUTGO
Value of Imports & Exports in Foreign Currency
(In Lakhs)
| Particulars |
As at March 31, 2026 |
As at March 31, 2025 |
| Raw Materials (CIF Basis) |
2,08,135 |
62,014 |
| Value of Exports (FOB Basis) |
5.38 |
12.40 |
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
continue the supportive relations and assistance in the future.
For and on behalf of the Board |
Shivalik Rasayan Limited |
| Sd/- |
Rahul Bimal |
| Chairman |
| (DIN:00011571) |
| Place: New Delhi |
| Dated: August 14, 2026 |
|