Shiva Global Agro Industries Ltd

To the Members of the

Shiva Global Agro Industries Limited

Notice is hereby given that the 32nd Annual General Meeting (AGM) of the Members of Shiva Global Agro Industries Limited will be held on Saturday, September 21, 2024 at 1.00 P.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM), to transact the following business:

1. FINANCAIL HIGHLIGHTS:

Your Company's Revenue from Operations for the year was Rs.8042.41 Lacs as against Rs.17955.77 Lacs in previous financial year. The profit before Interest, Depreciation and Tax was Rs.-734.78 Lacs as compared to Rs.1226.22 Lacs in the previous financial year and the profit before tax for the year stood at Rs.-1278.88 Lacs as against Rs.679.92 Lacs in the previous financial year.

During the financial year 2023-24, Profit after tax stood at Rs.-972.65 Lacs as against Rs.503.34 Lacs in previous financial year.

Transfer to Reserves:

During the financial year 2023-24, there is no profit transfer to the General Reserve.

The company's consolidated revenue from Operations were recorded at Rs. 36427.35 Lacs as against Rs.54020.49 Lacs in previous financial year. The Net Profit Before Tax was Rs.-3353.17 Lacs for the year under review as against the previous year's consolidated Net Profit Before Tax of Rs.774.88 Lacs. The Profit after Tax was Rs.-2530.43 Lacs as against Rs.-570.16 Lacs in the previous year.

GLOBAL & INDIAN ECONOMY

Despite geopolitical instability, conflicts, inflationary concerns, and unprecedented monetary tightening, the global economy has remained resilient. According to the IMF, global GDP is estimated to grow by 3.2% in 2023, with headline inflation normalizing across major countries. The US and several major emerging market economies (EMEs) have experienced better-than-expected growth. However, recent flare-ups in the Middle East and marine route disturbances in the Red Sea area have impacted trade flow, which may affect growth prospects in the coming periods. Prior to these disruptions, supply chains and trade activities had improved post-Covid, leading to a softening trend in major commodity prices, including food, metal, energy, and fertilizer.

India, once again, has emerged as the fastest-growing major economy, with the RBI projecting a 7.6% GDP growth in FY24, driven by strong investment activity. On the supply side, gross value added (GVA) expanded by 6.9% in 2023-24, led by the manufacturing and services sectors. Despite a challenging agricultural environment, including a below-normal monsoon (94% of Long Period Average), the economy showed resilience. Monetary policy tightening during the year successfully arrested inflation, which declined to 4.85% in March 2024. Robust economic activity and improved tax compliance were reflected in strong direct (18%) and indirect tax (12%) collections, with record receipts of income tax, corporate tax, and GST. Additionally, India's foreign exchange reserves reached an all-time high of $646 billion as of March 29, 2024, with the Indian Currency emerging as one of the most stable emerging market currencies.

India faced a challenging agricultural environment due to a below-normal monsoon (94% of Long Period Average), resulting in lower crop sowings and reservoir levels, impacting rabi plantings. This affected Company's primary markets, leading to a decline in agri-inputs consumption. The 2nd Advance Estimates suggest a 1.3% decrease in food grain production (309 million tonnes) compared to the previous year, with significant drops in pulses and coarse cereal output. Despite this, the Real Gross Value Added growth in Agriculture & allied sectors remained steady, with a marginal 0.1% increase.

To support the farming community, the Government continued its focus on farmer welfare initiatives. Direct income support schemes like PM-Kisan and Rythu Bandhu helped improve cash availability and enabled agri-input purchases. The PM-Pranam scheme was approved to promote sustainable farming practices, incentivizing states to adopt balanced fertilizer use and alternate fertilizers. Additionally, the Namo Drone Didi scheme was launched to equip 15,000 women-led Self-Help Groups with agricultural drones for crop monitoring, fertilization, and sowing seeds, aiming to improve resource use efficiency and drive technology in agriculture. These initiatives demonstrate the Government's commitment to supporting the agricultural sector and promoting sustainable growth.

The agricultural sector in the region faced significant challenges in the year 2023-24, marked by deficient rainfall during the monsoon season, leading to reduced agricultural production, decreased demand for fertilizers and adding high channel inventories in the primary market impacting overall business performance.

The second half of the year brought another blow, as a drastic correction in fertilizer subsidy rates further exacerbated the crisis. The deficient monsoon in the region had a devastating impact on the agricultural sector, leading to significant decline in crop production, subsequent reduction in fertilizer demand, low volume of fertilizer consumption, accumulation of fertilizer stocks, resulting in increased inventory levels and impact on cash flow and working capital. This highlights the vulnerability of the agricultural industry to climate- related factors and the need for sustainable solutions to mitigate these risks.

Despite the adverse situation, the Company has shown a resilient performance and has taken progressive steps to strengthen its operations during the year. During the year, plants operating at under capacity and achieved the production volume of 44,884 MT of Single Super Phosphate (SSP), NPK Mix & other fertilizers combined together. The primary sales volume of SSP was 40,684 MTs and that of NPK Mix fertilizers was 7,996 MTs. P.D.M. Granules (Potash Derived from Molasses) and the secondary fertiliser 'Ca:M:S-Virat' Granules (Calcium, Magnesium and Sulphur) saw a sales volume of 890 MT and 900 MT respectively.

By implementing an optimal buying strategy and diversifying sources, the sourcing team overcame prevailing pricing pressures in the market and ensured the on-time availability of critical raw materials.

Regular maintenance activities were being performed in a phased manner at both Plants ensuring that all infrastructure, including machinery, equipment, and facilities, were properly maintained and upgraded in a sequential and organized manner, to minimize downtime and optimize efficiency.

In the year 2023-24, the state of Maharashtra, particularly the Marathwada region, experienced deficient rainfall, leading to a challenging year for the fertilizer business in the region. This resulted in decreased sales, which extended the inventory holding period and increased inventory carrying costs. Consequently, the company fully utilized its financing facilities, adding pressure on its financial performance. Despite this, the outflow towards finance remained stable, with a marginal decrease from Rs. 424.30 Lacs in FY 2022-23 to Rs. 423.48 Lacs in FY 2023-24. Thanks to efficient cash management, the company maintained adequate liquidity, backed by reliable lines of credit, ensuring financial stability and security.

As on March 31, 2024, the company had rating of 'IND B+/Stable /IND A4' for Fund Based Working Capital limit and 'IND A4' for Non-Fund based Working Capital Limit from India Rating & Research.

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company's dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review. The Dividend Distribution Policy is available on the website of the Company at https://www.shivaagro.org/a_gp.html

The consolidated financial statements, which are prepared in accordance with the provisions of the Companies Act, 2013 and the relevant accounting standards, forms part of this Annual Report. As required under the provisions of the Companies Act, 2013, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures are enclosed as Annexure A to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company on request and will also be kept for inspection at the Registered Office of the Company.

The details of the performance of the subsidiaries of the Company are given below :

The Company (a 51% subsidiary) achieved a total turnover of Rs. 8,078.38 Lacs and recorded Rs.-381.42 Lacs as profit After Tax.

The Company (a 61.53% subsidiary) achieved a total turnover of Rs.2920.45 Lacs and earned Rs.-13.10 Lacs of Profits After Tax.

The Company (a 51.01% subsidiary) achieved a total turnover of Rs.17469.40 Lacs and earned Rs.-409.34 Lacs of Profits After Tax. During the year under review, the company had no Joint Venture/s or any Associate Company.

The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and risk mitigation plans have been put in place, details of which are set out in the Management Discussion and Analysis Report. The Company has in place a Risk Management framework to identify, evaluate business risks and challenges across the Company both at corporate level as also separately for each business division.

The Company, during the year has reviewed its Internal Financial Control systems and has continually contributed to establishment of more robust and effective internal financial control framework, prescribed under the ambit of Section 134(5) of the Act. The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Company has its own internal audit function to monitor and assess the adequacy and effectiveness of the Internal Controls and System across all key processes areas. Deviations are reviewed periodically, and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has adequate Internal Financial Controls system that is operating effectively as at 31st March 2024.

There were no instances of fraud which necessitates reporting of material misstatement to the Company's operations.

There has been no communication from regulatory agencies concerning non-compliance with or deficiencies in financial reporting practices.

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

All related party transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are foreseen and are repetitive in nature. The related party transactions entered into by the Company are reviewed by independent chartered accountants to confirm that they were in the ordinary course of business and at arm's length basis. Related party transactions entered during the financial year under review are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2024. The Policy on Related Party Transaction is available on the Company's website at https://www.shivaagro.org/a_gp.html

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to non-executive independent directors in the form of sitting fee.

M/s. Falor Jhavar Khatod & Co (Firm Regn. No. 104223W) were appointed as the Statutory Auditors of the Company for the period of five years commencing from the conclusion of 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the shareholders of the Company. As required under the provisions of Section 139 of the Act, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval.

As required under Regulation 33 of the Listing Regulations, Falor Jhavar Khatod & Co., have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditor's Report given by Falor Jhavar Khatod & Co., on the financial statements of the Company for the year ended March 31, 2024 forms part of the Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act. Therefore no disclosure is required in terms of Section 134(3)(ca) of the Act.

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of its certain products and accordingly such accounts and records are made and maintained in the prescribed manner. Further, the cost accounting records maintained by the Company are required to be audited.

For the financial year 2023-24, Mr. Jayant B. Galande was appointed as Cost Auditors. On the recommendation of the Audit Committee, the Board has re-appointed Mr. Jayant B. Galande, Cost Accountants as the Cost Auditors for auditing the cost records of the Company for the financial year 2024-25.

The Act mandates that the remuneration payable to the Cost Auditor is ratified by the shareholders. Accordingly, a resolution seeking the shareholders' ratification of the remuneration payable to the Cost Auditors for the FY 2024-26 is included in the Notice convening the 32nd Annual General Meeting. During the year, the Company filed the Cost Audit Report for the financial year 2022-23 with the Ministry of Corporate Affairs within the prescribed time limit.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/S V&V Co. LLP, Company Secretaries, to undertake the secretarial audit of the Company for the financial year 2023-24. The report of the Secretarial Auditor is enclosed as Annexure B and forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In terms of Regulation 24A of the Listing Regulations, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity. Hence, the Secretarial Audit Report of all the material subsidiaries are also enclosed as Annexure C and forms part of this report. The Secretarial Audit Reports of the unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

Your Company is managed and controlled by a Board comprising an optimum blend of Directors. As on March 31, 2024, the Board of Directors comprised of seven Directors consisting of Executive and Non-executive Directors. Out of seven, three are Independent Directors including one Woman Director.

The composition of the Board is in conformity with Regulation 17 of Listing Regulations and the relevant provisions of the Act. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, engineering, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

In accordance with the Section 152 of the Companies Act 2013, Mr.Narayanlal P. Kalantri (DIN: 00486333) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Nomination and Remuneration Committee has recommended the name of Mrs.Jayashree Lakshmikant Maniyar (DIN 10721349) as Additional Director (Non-Executive, Independent) and the same has been accepted by board in their Board meeting held on August 06, 2024. The appointment of Mrs.Maniyar is subject to approval of shareholders in the ensuing Annual General Meeting.

Mr.Arunkumar Ramgopal Toshniwal (DIN 01689971) have resigned from his office with effect from the close of business hours on August 06, 2024 due to personal reasons. Mrs.Sandhya Satish Maheshwari will be completing her term of office as an independent Director in the ensuing Annual General Meeting.

Consequent to the changes in the Board composition, the Committees of Board were also reviewed and re-constituted, as applicable, the details of which are in the Corporate Governance section of the Report.

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2023-24, Four Board Meetings were held, the details of which are given in the Report on Corporate Governance.

As on March 31, 2024, the Independent Directors of the Company included Mrs. Sandhya Maheshwari, Mr.Rajesh Agrawal and Mr.Prakash Nihalani. All the Independent Directors of the Company have furnished the necessary declaration in terms of Section 149(7) of the Companies Act, 2013 and under Regulation 25(8) the Listing Regulations, affirming that they meet the criteria of Independence as stipulated thereunder.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience, including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.

The Company has an ongoing familiarization programme for all Independent Directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company, etc.

On their appointment, Independent Directors are familiarized about the Company's operations and businesses. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the division are also made to the directors. Direct meetings with the chairman and the managing director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.

The role, rights, duties and responsibilities of Independent Directors have been incorporated in the Letters of Appointment issued to them. The amendments / updates in statutory provisions are informed from time to time. The details of familiarisation programme as above are also disclosed on the Company's website at https://www.shivaagro.org/a_gp.html

On the recommendation of the Nomination and Remuneration Committee, the Board has, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Corporate Governance Report. The Remuneration Policy is available on the Company's website at https://www.shivaagro.org/a_gp.html

In accordance with the provisions of Section 134 of the Act and Regulation 17 of the Listing Regulations, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, Stakeholders Relationship Committee, and Nomination & Remuneration Committee and also the Directors individually. The manner of evaluation of performance and the process adopted for this purpose are explained in the Corporate Governance Report.

As on March, 2024, the Audit committee comprised of Mr.Rajesh Agrawal, Chairperson, Mrs. Sandhya Maheshwari, Member and Mr.Deepak Maliwal, Member. During the year, Four Audit Committee Meetings were held, the details of which are provided in the Corporate Governance Report, which is a part of this Annual Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

As required pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Directors' Responsibility Statement is enclosed as Annexure D to this Report and forms part of the Report.

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Omprakash K. Gilda, Managing Director, Mr. Umesh O. Bang, Chief Financial Officer and Mrs. Rashmi G. Agrawal, Company Secretary are the Key Managerial Personnel (KMP) of the Company.

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place Prevention of Sexual Harassment Policy. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the financial year 2023-24, no incidents of sexual harassment was reported.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy under which the employees are free to report violations of the applicable laws and regulations and the Code of Conduct.

The Audit Committee has reviewed the functioning of whistle blower mechanism of the Company and found the same satisfactory. A copy of the Whistle Blower Policy is available on the website of the Company https://www.shivaagro.org/a_gp.html

The Company is committed to maintain the highest standards of Corporate Governance. As stipulated under the Listing Regulations, the Report on Corporate Governance is appended as Annexure F to this Report. The requisite certificate from the Auditor confirming compliance with the conditions of Corporate Governance by the Company is also attached to the Report on Corporate Governance.

A report on Management Discussion and Analysis, highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns, etc., is provided separately and forms part of the Directors' Report.

The Shiva Group, guided by its long-standing tradition of patronage and community service, is committed to supporting marginalized individuals in the community, with a focus on education and healthcare. As part of its social responsibility initiatives, the Company has designated a specific amount of funds to carry out various activities and programs aimed at making a positive impact on the lives of those in need. The Company has put in place a Corporate Social Responsibility (CSR) policy, which is available on the website of the Company at https://www.shivaagro.org/a_gp.html.

As per the provisions of section 135 (9) of the companies Act, 2013, where the amount to be spent by a company under sub-section (5) of section 135, does not exceed fifty lakh rupees, the requirement under sub-section (1) of section 135, for constitution of the Corporate Social Responsibility (CSR) Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. And accordingly, all the functions and responsibilities of the CSR Committee are placed with Board of Directors of the Company.

As per the provisions of Section 135 of the Companies Act and the Rules made thereunder, the Company is required to spend Rs.18.79 Lac for the financial year 2023-24, (i.e. least 2% of the average net profits of the Company made during the three immediately preceding financial years) in pursuance of its Corporate Social Responsibility Policy. Accordingly, the company has spent Rs.19.00 Lacs in the F.Y. 2023-24 towards CSR activities as specified in provisions of the Companies Act, 2013 and applicable the rules.

Company's focus on Health, Safety and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Your Company maintained high standards of environmental performances with all facilities operating well within norms. The overall safety environment continued to improve during the year under review.

Your Company is prompt in paying interest and repayment of loans to the financial institutions/banks. Banks and Financial Institutions continue their unstinted support in all aspects, and the Board had placed its appreciation for the same on record.

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

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.

During the year under review

o There are no significant material orders passed by the Regulators or Courts that would impact the Company's going concern status and future operations.

o There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

o The Company has not made any one-time settlement with any Bank or Financial Institution as such disclosure or reporting requirements in respect of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not required.

The paid-up equity share capital of the Company as on March 31, 2024, was Rs.999.30Lacs i.e. 99,93,000 Equity Shares of Face value Rs.10/- each fully paid.

No equity shares were allotted during the year.

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Regulations. The Policy on Material Subsidiary is available on the website of the Company i.e. at https://www.shivaagro.org/a_gp.html

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the website of the Company viz. https://www.shivaagro.org/inv_f_areturn.html.

iv. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO ? CONSERVATION OF ENERGY :

Energy conservation is an ongoing process at the company. In 2023-24, we implemented various measures to reduce energy consumption, including:

• Conducting annual energy assessments

• Continuously monitoring power usage, especially for critical equipment and machinery

• Identifying and replacing outdated, high-power equipment with modern, energy-efficient alternatives

• Eliminating power leakages

• Discarding obsolete equipment

These efforts demonstrate our commitment to continuous improvement in energy conservation.

a. Conducting energy audits and assessments to identify areas of improvement.

b. Implementing energy-efficient lighting systems, such as LED lighting.

c. Replacing old equipment and machinery with energy-efficient alternatives.

d. Installing power-saving devices, like voltage optimizers and energy savers.

e. Implementing smart building technologies to optimize energy usage.

f. Conducting regular maintenance to ensure equipment is running efficiently.

g. Using energy-efficient AC systems and optimizing temperature control.

h. Implementing energy-efficient manufacturing processes and technologies.

i. Educating employees on energy conservation practices and encouraging their participation.

j. Installing motion sensors and timers to control lighting and equipment usage.

k. Upgrading to energy-efficient motors and drives.

l. Improving insulation and reducing heat loss in buildings.

m. Implementing energy-efficient water management systems.

n. Monitoring energy usage and tracking progress towards energy reduction goals.

As part of its long-term sustainability plan, the Company has taken several key initiatives to utilize alternate and renewable sources of energy, including:

¦ Renewable Energy Assessment: Conduct a feasibility study to identify suitable alternative energy sources (e.g., solar, wind, geothermal, biomass).

¦ Energy Audit: Analyze energy consumption patterns to determine the potential for alternative energy sources.

¦ Technology Evaluation: Research and evaluate various technologies and systems for harnessing alternative energy (e.g., solar panels, wind turbines, fuel cells).

¦ System Design: Design a customized system to meet the company's energy needs.

¦ Installation and Implementation: Install and integrate the alternative energy system into existing infrastructure.

¦ Monitoring and Maintenance: Regularly monitor performance, maintain equipment, and perform repairs as needed.

¦ Energy Storage Integration: Consider incorporating energy storage solutions (e.g., batteries) to optimize energy usage and reduce grid dependence.

¦ Policy and Incentive Review: Explore government incentives, tax credits, and policies supporting alternative energy adoption.

¦ Employee Training and Education: Educate employees on the benefits and operation of alternative energy systems.

¦ Continuous Improvement: Regularly assess and optimize alternative energy systems to ensure maximum efficiency and cost savings

Apart from above, company is using indigenously produced Briquettes made from agricultural waste instead of using traditional Coal in the furnace. Plans are also in progress for installation of solar system in order to meet the energy requirements of the plant.

? TECHNOLOGY ABSORPTION:

Technology absorption is one of the critical area in the present business scenario. During the year under review, lots of efforts were made for technology absorption. Following is the illustrative list of the measures taken by the company:

a. Research and Development (R&D) Investments: Allocating funds to develop new technologies or improve existing ones.

b. Technology Scouting: Identifying and acquiring new technologies from external sources, such as startups or research institutions.

c. Employee Training and Development: Providing training programs to enhance employees' skills and knowledge in new technologies.

d. Proof-of-Concept (POC) Development: Creating prototypes or testing new technologies to assess their feasibility and potential.

e. Industry-Academia Partnerships: Collaborating with educational institutions to leverage their research expertise and resources.

f. Technology Road-mapping: Developing strategic plans to identify, evaluate, and implement new technologies.

g. Intellectual Property (IP) Management: Protecting and managing patents, trademarks, and copyrights related to new technologies.

h. Digital Transformation Initiatives: Implementing new technologies to drive business process improvements and innovation.

i. Innovation Centers or Labs: Establishing dedicated facilities to foster innovation, experimentation, and prototyping.

Apart from this, digitalization of infrastructure facilities at plants and office, introduction of unity power factor based high efficiency UPS system instead of traditional UPS, Upgrading Air Quality Monitoring Systems & Emission monitoring systems across Plants, Operating plant at its full efficiency level i.e. 400 TPD are some measures taken by the company.

These measures demonstrate a company's commitment to technology absorption, enabling them to stay competitive, innovative, and future-ready.

? FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange outgo during the FY-2023-24 is Rs.1189.93 Lacs as against Rs. 4513.15 Lacs in previous financial year 2022-23. There were no foreign exchange earnings during the year.

The disclosure with respect to remuneration as required under Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure E to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report.

However, the annual report is being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection. Any member interested in obtaining such information may address their email to the company secretary at admin@shivaagro.org

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

Your Company is eligible to accept deposit from public pursuant to Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 ("the Rules"). Pursuant to the Special Resolution passed by the members at the Annual General

Meeting (AGM) of the Company held on September 30, 2014, the Board of Directors of the Company, approved the Fixed Deposit Scheme for acceptance of deposits from Members in accordance with the requirements of the Act and the Rules.

The Company has accepted/renewed deposits of Rs.73.00 Lacs during the year under review and total Rs.269.00 Lacs were outstanding as on March 31, 2024. There were no defaults in respect of repayment of any deposits or payment of interest thereon during the year under review.

The Company has not accepted any deposits which are not in compliance with the requirements of the Act. The Company has no overdue deposits as at the end of the year under review.

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the Rules made thereunder.

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments, the farming community and all our other stakeholders.

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results.

Statement showing salient features of the financial statements of subsidiaries and joint ventures and associates as per the

Companies Act, 2013

Subsidiaries : in Lacs)

1. There are no subsidiaries which are yet to commence operations.

2. There are no subsidiaries which have been liquidated or sold during the year.

3. There are no joint ventures/ associates during the year.

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2024 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

SHIVA GLOBAL AGRO INDUSTRIES LIMITED

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Shiva Global Agro Industries Limited (CIN:L24120MH1993PLC070334) (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. The Company has complied with the applicable provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Overseas Direct Investment. There were no External Commercial Borrowings and Foreign DirectInvestment during the year under review;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (there were no events requiring compliance during the review period);

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (there were no events requiring compliance during the review period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (there were no events requiring compliance during the review period);

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (there were no events requiring compliance during the review period);

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (there were no events requiring compliance during the review period);

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

vi. Following significant laws specifically applicable to the Company in view of the management:

1) Fertiliser (Control) Order, 1985;

2) The Hazardous Wastes (Management andHandling) Rules, 1989

3) The Legal Metrology Act, 2009;

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by the Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, and Standards as mentioned above.

We further report thatthe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with provisions of the Act.

Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company does not have specific actions having major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards referred to above.

To,

The Members

SHIVA GLOBAL AGRO INDUSTRIES LIMITED

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Secretarial Audit report of Material Subsidiaries

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

NEW MONDHA, NEAR STATE BANK OF INDIA,

NANDED - 431602. (MH) IN

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s GHATPRABHA FERTILIZERS PRIVATE LIMITED [CIN: U24129MH2005PTC156501] (hereinafter called "the Company") a Material Subsidiary of M/s SHIVA GLOBAL AGRO INDUSTRIES LIMITED, a BSE listed Company (hereinafter called "the Holding Company").

The secretarial Audit was conducted in a manner that provided me with a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also information provided by the Company, its officers, agents and Authorised representatives during the conduct of the secretarial audit, the explanations and clarifications given to me and the representations made by the management, 1st

hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31 March 2024, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanismin place to the extent, in the manner and subject to the reporting made hereinafter:

I. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year that ended on 31 March, 2024 and made available to me according to the provisions of:

(i) The Companies Act, 2013 ("the Act") and the rules made there under as applicable;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (Not applicable to the Company for the financial year ended March 31, 2024);

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended from time to time (Not applicable to the Company during the audit period);

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and 2015, as amended from time to time (Not applicable to the Company during the audit period);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations; (Not applicable to the Company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008; (Not applicable to the Company during the audit period);

The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients (Not applicable to the Company during the audit period);

(f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period);

(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period);

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

NEW MONDHA, NEAR STATE BANK OF INDIA,

NANDED - 431602. (MH) IN

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. SHIVA-PARVATI POULTRY FEED PRIVATE LIMITED [CIN: U01222MH2004PTC145045] (hereinafter called "the Company") a Material Subsidiary of M/s SHIVA GLOBAL AGRO INDUSTRIES LIMITED, a BSE listed Company (hereinafter called "the Holding Company").

The secretarial Audit was conducted in a manner that provided me with a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also information provided by the Company, its officers, agents and Authorised representatives during the conduct of the secretarial audit, the explanations and clarifications given to me and the representations made by the management, I

hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31 March 2024, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanismin place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the

financial year that ended on 31 March, 2024 and made available to me according to the provisions of:

(i) The Companies Act, 2013 ("the Act") and the rules made there under as applicable;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (Not applicable to the Company for the financial year ended March 31, 2024);

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended from time to time (Not applicable to the Company during the audit period);

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and 2015, as amended from time to time (Not applicable to the Company during the audit period);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations; (Not applicable to the Company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008; (Not applicable to the Company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients (Not applicable to the Company during the audit period);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period);

(vi) The other laws, as informed and certified by the management of the Company which are specifically applicable to the Company are:

(a) Business/Trade Related Laws/Regulations:

i. Competition Act, 2002

ii. The Maharashtra Industrial Policy 2013.

(b) Employment and Labour Laws:

i. The Employees' Provident Funds and [Miscellaneous Provisions] Act, 1952, the Employees'

ii. Provident Fund Scheme, 1952, Employees' Pension Scheme, 1995

iii. The Employees' State Insurance Act, 1948; the Employees State Insurance (General)

iv. The Maternity Benefit Act, 1961 and the State Rules made there under;

v. The Minimum Wages Act, 1948 and the Minimum Wages (Central) Rules, 1950;

vi. The Payment of Bonus Act, 1965 and the Payment of Bonus Rules, 1975;

vii. The Payment of Gratuity Act, 1972 & the Payment of Gratuity (Central) Rules, 1972;

viii. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

(c) Other Laws:

i. The Factories Act, 1948 ("Factories Act")

ii. Trademarks Act, 1999

iii. The Environment Protection Act, 1986 ("Environment Protection Act")

iv. Hazardous Waste (Management and Handling) Rules, 1989 ("Hazardous Waste

(d) General Laws applicable to the Company:

i. Indian Contract Act 1872

ii. Information Technology Act, 2000

iii. Sale of Goods Act 1930

iv. Consumer Protection Act 1986

I have also examined compliance with the applicable clauses of the following to the extent applicable:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the Stock Exchange. (Not applicable to the Company during the audit period);

During the period under review the Company has generally complied with all material aspects of applicable provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above:

I further report that:

a) The Compliance by the Company with applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same has been subject to review by the statutory financial auditor and other designated professionals.

b) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes if any in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

c) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

d) Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicablelaws, rules regulations and guidelines.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

NEW MONDHA, NEAR STATE BANK OF INDIA,

NANDED - 431602. (MH) IN

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. SHRINIVASA AGRO FOODS PRIVATE LIMITED [CIN: U99999MH2005PTC157949] (hereinafter called "the Company") a Material Subsidiary of M/s SHIVA GLOBAL AGRO INDUSTRIES LIMITED, a BSE listed Company (hereinafter called "the Holding Company").

The secretarial Audit was conducted in a manner that provided me with a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also information provided by the Company, its officers, agents and Authorised representatives during the conduct of the secretarial audit, the explanations and clarifications given to me and the representations made by the management, I

hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31 March 2024, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanismin place to the extent, in the manner and subject to the reporting made hereinafter:

I. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for

the financial year that ended on 31 March, 2024 and made availableto me according to the provisions of:

(i) The Companies Act, 2013 ("the Act") and the rules made there under as applicable;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (Not applicable to the Company for the financial year ended March 31, 2024);

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended from time to time (Not applicable to the Company during the audit period);

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and 2015, as amended from time to time (Not applicable to the Company during the audit period);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations; (Not applicable to the Company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008; (Not applicable to the Company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the companies Act and dealing with clients. (Not applicable to the company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period);

(vi) The other laws, as informed and certified by the management of the Company which are specifically applicable to the Company are:

(a) Business/Trade Related Laws/Regulations:

i. Competition Act, 2002

ii. The Maharashtra Industrial Policy 2013.

(b) Employment and Labour Laws:

i. The Employees' Provident Funds and [Miscellaneous Provisions] Act, 1952, the Employees'

ii. Provident Fund Scheme, 1952, Employees' Pension Scheme, 1995

iii. The Employees' State Insurance Act, 1948; the Employees State Insurance (General)

iv. The Maternity Benefit Act, 1961 and the State Rules made there under;

v. The Minimum Wages Act, 1948 and the Minimum Wages (Central) Rules, 1950;

vi. The Payment of Bonus Act, 1965 and the Payment of Bonus Rules, 1975;

vii. The Payment of Gratuity Act, 1972 & the Payment of Gratuity (Central) Rules, 1972;

viii. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

ix. The Legal Metrology Act, 2009

(c) Other Laws:

i. The Factories Act, 1948 ("Factories Act")

ii. Trademarks Act, 1999

iii. Shops and establishments laws

iv. The Environment Protection Act, 1986 ("Environment Protection Act")

v. Hazardous Waste (Management and Handling) Rules, 1989 ("Hazardous Waste

(d) General Laws applicable to the Company:

i. Indian Contract Act 1872

ii. Information Technology Act, 2000

iii. Sale of Goods Act 1930

iv. Consumer Protection Act 1986

I have also examined compliance with the applicable clauses of the following to the extent applicable:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(j) (ii) The Listing Agreements entered into by the Company with the Stock Exchange. (Not applicable to the Company during the audit period);

During the period under review the Company has generally complied with all material aspects of applicable provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above:

I further report that:

a) The Compliance by the Company with applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same has been subject to review by the statutory financial auditor and other designated professionals.

b) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes if any in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

c) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

d) Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicablelaws, rules regulations and guidelines.

The details of remuneration during the year 2023-24 as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows: