Shilchar Technologies Ltd

Dear Members,

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 NonExecutive 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.

29. KEY MANAGERIAL PERSONNEL

{Pursuant to provisions of Section 203 of the Act, 2013 read with relevant Rules thereunder}

The Company comprises of dynamic, well qualified, experienced, specialized and versatile professionals in the management of the Company who are designated as 'Key Managerial Personnel (KMPs)' in compliance with applicable provisions. The details of the Key Managerial Personnel of the Company are as under:

30. COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has various Committees the details of which viz. composition of committees, details of meetings held, attendance at the meetings etc. are provided in the Corporate Governance Report, which forms an integral part of the Annual Report.

31. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

32. OTHER STATUTORY DISCLOSURES

(i) Credit Rating

The Credit Rating details for Current Financial Year are as under:

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015, necessary disclosures were made to the Stock Exchanges in regards to above provisions and also were uploaded on the website of the Company.

(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:

Share Capital Structure (including Capital & No. of Shares

(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.