To the Members,

Your Directors have pleasure in presenting the 37^th Annual Report of (‘the Company') for the financial year (‘Year') ended Sfst March, 2021

(Rs. in Lakhs)

PER SHARE DATA

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the Financial Year and the date of this Report.

COMPANY'S PERFORMANCE

Standalone performance

Your Company's revenue increased to Rs . 20,776.77 Lakhs for the current year as against Rs . 19,162.67 Lakhs in the previous year, recording an increase of 8.42% .

The Company successfully delivered on the Profitability front with Core EBIDTA 59.73% at about Rs . 4,018.36 Lakhs as against Rs . 2,515.57 Lakhs in the previous year.

Your Company's net profits increased to Rs . 2,406.68 Lakhs in the current year as against Rs . 1,256.34 Lakhs in the previous year, recording an increase of 91%

The members are advised to refer the separate section on the Management Discussion and Analysis in this Report for detailed understanding of the operating results and business performance

UNIT IV

Construction of Unit IV Factory Building completed and erection of equipment's is in progress and that all equipment's will be ready for trials runs by end of calendar year 2021

UNIT I

Construction of Factory Building complstsd on adjoining land and installation of equipment in the new building is going on . It is expected that the unit will be fully operational by end of calendar year 2021.

CONSOLIDATED

The Annual Report includes the Audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, its Joint Venture and Associate Companies . The Consolidated Financial Statements shall be laid before the ensuing 37^th Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company

Additional details regarding performance of the Associate Company & Joint Venture Companies have been mentioned in the succeeding paragraphs

PERFORMANCE OF THE ASSOCIATE /JOINT VENTURE COMPANIES

Your Company has one Associate Company and two Joint Venture Companies as on 31^st March, 2021. The members may refer to the financial statements forming part of the Annual Report as required under the provisions of Section 129(3) of the Companies Act, 2013 . The key highlights of these Associate/Joint Venture Companies are as under:

Shivalik Bimetal Engineers Private Limited

This Company recorded a turnover of Rs .126.43 Lakhs for the year ended 31^st March, 2021 (Previous year of Rs . 141. 00 Lakhs) and also recorded a profit of Rs . 22.05 Lakhs for the year ended 31^st March, 2021 (Previous year of Rs 24 43 Lakhs)

i) Innovative Clad Solutions Private Limited

This Company recorded a turnover of Rs . 7,311. 61 Lakhs for the year ended 31^st March, 2021 (Previous year of Rs . 8,817 . 62 Lakhs) and recorded a Profit of Rs . 205.24 Lakhs for the year ended 31^st March, 2021 (Previous year Loss of Rs 52 36 Lakhs)

ii) Checon Shivalik Contact Solutions Private Limited

This Company recorded a turnover of Rs . 3,936.35 Lakhs for the year ended 31^st March, 2021 (Previous year of Rs . 2,803.21 Lakhs) and recorded a profit of Rs . 241.33 Lakhs for the year ended 31^st March, 2021, (Previous year of Rs 129 01 Lakhs)

These financial statements have been prepared in accordance with the recognition and measurement principles of applicable Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as specified in section 133 of the Companies Act, 2013

A statement containing salient features of the financial statements of the Associate/Joint Venture Companies in Form AOC-1 (Part-B) is given in ‘Annexure-A' to this Report .

Further, in accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing the Standalone and the Consolidated Financial Statements have been placed on the website of the Company i . e . www.shivalikbimetals.com

DIVIDEND

Based on the Company's performance, the Directors have recommended a final dividend of Rs . 0.30 (i . e, @15% of the nominal value of the share) per Equity Share of the face value of Rs . 2/- each for the year ended 31^st March, 2021. The final dividend on equity shares, if approved by the members, would entail a cash outflow of Rs . 115.20 Lakhs .

This is in addition to the Interim Dividend of Rs . 0 .30 (i . e, @15% of the nominal value of the share) per equity share of Rs . 2/- each (last year: 15%) in its Board Meeting held on 09^th February, 2021, and which was paid on 25^th February, 2021, amounting to Rs 115 20 Lakhs

The total dividend per equity share for year ended 31^st March, 2021 is Rs . 0.60 (i . e, @ 30% of the nominal value of the share) and total dividend payout is Rs . 230.40 Lakhs . The Register of Members and Share Transfer Books will remain closed from Thursday, 09^th day of September, 2021 to Wednesday, 15‘^h day of September, 2021 (both days inclusive) .

TRANSFER TO RESERVE

The Company proposes to retain the entire amount of profits in the Statement of Profit and Loss .

PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from public/shareholders under Section 73 and 74 of the Companies Act, 2013 .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rohit Kapur, Independent Director of the Company passed away on September 05, 2020. The Board places on record its appreciation for his invaluable contribution and guidance

Mr. Swarnjit Singh (DIN: 07409567), was appointed as an Additional Director holding the position of Independent Director on the Board of Directors of the Company with effect from November 11, 2020. Mr. Swarnjit Singh (DIN: 07409567), was appointed as an Additional Director and therefore, his term of office expires on the date of ensuing Annual General Meeting. The Company has received notice under Section 160 of the Companies Act, 2013 from members proposing the candidature of Mr. Swarnjit Singh (DIN: 07409567), for being appointed as Independent Director of the Company. The Board of Directors recommend to the Shareholders for his appointment as Director of the Company A resolution seeking shareholders' approval for his appointment forms part of the Notice .

In accordance with the Provisions of the Companies Act, 2013, Mr. S . S . Sandhu (DIN: 00002312) Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment and a resolution seeking shareholders' approval for his re-appointment forms part of the Notice

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 along with the Rules framed thereunder and under Regulation 16 (1)(b) read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board/Committee of the Company.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out the Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees A structured questionnaire was prepared after circulating the drafts forms, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution, effectiveness of Board processes and meetings and performance of specific duties, obligations, governance and information and functioning etc

The performance evaluation of the Independent Directors and fulfillment of their independence criteria as specified in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and their independence from the management was done by the entire Board excluding the Directors being evaluated The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Board excluding the Directors being evaluated The Board of Directors expressed their satisfaction with the evaluation process

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review, Four (4) Board Meetings and Four (4) Audit Committee Meetings were convened and held, the details of aforesaid meetings are given in the Corporate Governance Report The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the notes to Financial Statements .

Statutory Auditors

M/s . Arora Gupta & Co. , Chartered Accountants (Firm Registration No . 021313C) had been appointed as Statutory Auditors of the Company in the 33^rd Annual General Meeting for a period of 5 years subject to ratification by the members at every Annual General Meeting. Pursuant to the amendment to Section 139 of the Act effective from 07^th May, 2018, ratification by members every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of forthcoming 37^th Annual General Meeting does not include the proposal for seeking member's approval for ratification of Statutory Auditors' appointment .

Auditors Report

There are no qualifications, reservations, or adverse remarks or disclaimers made by the M/s Arora Gupta & Co , Statutory Auditors, in their report. Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013 .

Cost Auditors

The Company is required to maintain the cost records as specified by the Central Government under section 148(1) of the Act and accordingly such accounts and records are made and maintained As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company has been carrying out audit of cost records

Mr Ramawatar Sunar, being eligible, have consented to act as the Cost Auditor of the Company for the financial year 2021-22 . Mr. Ramawatar Sunar, has further certified that his re-appointment is within the limits as prescribed under Section 141(3)(g) of the Act and that he is not disqualified from such re-appointment within the meaning of the said Act The remuneration proposed to be paid to Mr Ramawatar Sunar, subject to ratification by the shareholders of the Company at the ensuing AGM, has been set out in the Notice of ensuing AGM .

The Board of Directors on the recommendation of Audit Committee has re-appointed Mr. Ramawatar Sunar, Cost Accountants, (Firm Registration No. 100691) as Cost Auditor to audit the cost records of the Company for the financial year 2021-22 . As required under the Act, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming 37^th Annual General Meeting

Secretarial Auditor and Secretarial Standards

The Board has re-appointed M/s R Miglani & Co , Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2021-22, as required under Section 204 of the Act and the rules made thereunder. The Secretarial Audit Report for the financial year 2020-21 is annexed herewith as ‘Annexure-B' to the Board's Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

During the Year, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India

Reporting of frauds by Auditors

During the financial year 2020-21, the Statutory Auditors, Secretarial Auditor and Cost Auditor of the Company, pursuant to the provisions of Section 143(12) of the Act including rules made thereunder, have confirmed that they have not come across any event indicating commitment of any fraud by the officers or employees of the Company thus, no reporting under the said provision was required

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place Internal Financial Control system, commensurate with size and complexity of its operations to ensure proper recording of financial or operational information, compliance of various internal controls, other regulatory

and statutory compliancss . During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls .

Internal Auditors' comprising of external professional Chartered Accountants firm monitor & evaluate the efficacy of Internal Financial Control system in the Company, its compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened . Significant audit observations & corrective action suggested are presented to the Audit Committee

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return of the Company is available on the website of the Company at http://www. shivalikbimetals . com/images/annual_report/doc/0_1728219698_Form_MGT_7_2Q21. pdf

CORPORATE GOVERNANCE REPORT INCLUDING MANAGEMENT AND DISCUSSION ANALYSIS REPORT

As per the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, a detailed Corporate Governance Report together with the Practicing Company Secretary Certificate on the Compliance of conditions of Corporate Governance and Management Discussion & Analysis Report forms part of the Annual Report and annexed as ‘Annexure - C & D' to this Report .

The Corporate Governance Report forming part of this Report also covers the following:

a) Particulars of the Board Meeting(s) held during the Financial Year 2020-21;

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for the performance evaluation of Directors;

c) The details with respect to composition of Committees and establishment of Vigil Mechanism (including Whistle Blower Mechanism/Policy)

PARTICULARS OF CONTRACTS /ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms' length basis

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the website of the Company under the head of investor relation/shivalik corporate policy tab at www.shivalikbimetals.com .

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large Therefore, disclosure in Form AOC-2 is not required Members may refer to Note No 44 to the standalone financial statements which sets out related party disclosures pursuant to Ind AS

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of Act, your Company has constituted a Corporate Social Responsibility Committee The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report .

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board The CSR Policy may be accessed on the on the website of the Company under the head of investor relation/shivalik corporate policy tab at www.shivalikbimetals.com. During the year the Company has focused on the following areas:

• Promotion of education,

• Promotion of sports .

• Rural Dsvslopmsnt

• Health & Hygisns

Ths Company would also undertake other nssd-bassd initiatives in compliance with Schedule VII to the Act. During the Year, the Company has spent amount of Rs . 47.98 Lakhs on CSR activities . The financial data pertaining to the Company's CSR activities for the financial year 2020-21 is annexed in the prescribed format in ‘Annexure-E' to the Board's Report . The Company is undertaking the CSR activities directly as well as through trust ‘ABS Foundation'.

CREDIT RATINGS

The Company has obtained credit ratings from CRISIL as at the end of the financial year 2020-21 as given below:

^Interchangeable to Letter of Credit, Packing credit, Sub limit Cash Credit of Rs. 7.5 crore, Bank Guarantee of Rs. 5 crore

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace The Company has duly constituted an Internal Complaints Committee pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 . The Company is committed to create a safe and healthy working environment The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace, which is free of gender bias and Sexual Harassment. The Company has a zero tolerance approach to any form of Sexual Harassment The policy has been displayed on the website of the Company under the head of investor relation/shivalik corporate policy tab at www.shivalikbimetals.com.

There were no complaints received during the Financial Year 2020-21.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Board of Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they 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 at the end of the financial year and of the profit of the Company for the year ended on 31^st March, 2021;

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

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f) they have dsvissd proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively .

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

In accordance with Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has already formulated the Nomination and Remuneration & Board Diversity Policy. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters has been outlined in the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and given hereunder. In terms of Section 136(1) of the Companies Act, 2013, the same is available for inspection in electronic mode Copies of this statement may be obtained by the members in writing to the Company Secretary of your Company

Further, the Company has no person in its employment drawing salary of Rs . 1.02 Crores per annum or Rs . 8.50 Lakhs per month (Excluding whole-time Directors- details of whom are given hereunder) as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Notes:

1 . Remuneration shown above includes Salary, HRA, Medical Allowance, Company's contribution towards Provident Fund and Monetary value of perquisites calculated as per rules prescribed under Income Tax Law

Other Disclosure

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2020-21:

(ii) the percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year 2020-21:

(iii) the psrcsntags incrsass in the median rsmunsration of smploysss in ths financial year 2020-21: Median :9.69

(iv) the number of permanent employees on the rolls of Company- 306.

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average increase in the remuneration of all the employees excluding KMP's: 11. 38 % .

• Justification: Increase in salary of KMP's is decided based on the Company's performance, individual performance, inflation, prevailing Industry trends and benchmarks .

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company hereby affirms that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees .

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are given as under:

(A) Conservation of energy-

i) Some of the steps taken for conservation of energy are;

• Shop floor lighting has been changed to LED;

• The new building(s) (UNIT-IV and UNIT-I) have been designed keeping energy conversation in mind , all lighting systems are using latest LED technology (low power consumption);

• The both buildings have been designed to ample natural ventilation, such that artificial cooling is not required their by leading to power saving;

ii) The steps taken by the Company for utilizing alternate sources of energy;

• The bulk of the energy use in all operations is from renewable sources mainly hydroelectric power.

iii) The capital investment on energy conservation equipment: Nil

(B) Technology Absorption

i) the efforts made towards technology absorption;

• Design of custom built machines for automatic inspection of components;

• Automated systems for high speed measurement and dimensional checks;

• In house development and building of new electron beam welding machines;

• High Speed automatic packing machines for electronic parts .

ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

• Reduction in internal rejections and external customer complaints;

• Reduction in production lead time;

• Improvement of production efficiency;

• Development of new products;

• Development and validation of new processes and process enhancements .

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N A

• The details of technology imported - N . A .

• The year of import - N . A.

• Whether the technology been fully absorbed- N . A.

• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N . A

iv) The expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significanf/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future .

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in the Report on Corporate Governance forming part of the Annual Report.

ACKNOWLEDGEMENTS/ APPRECIATION

Your Directors would like to sincerely express their appreciation for co-operation received from the Company's Bankers, during the year under review, from time to time

Your directors place on record their deep sense of appreciation for the commitment and dedication of all the Company's executives, staff and workers

Your Directors also thank all the Govt. Authorities, Business Associates, Customers, Vendors and the Shareholders and all Stakeholders for their continuous support and co-operation to the Company during the year