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A Oneindia Venture

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Nifty 25,801.70 +2.84%

22k Gold ₹ 13,910 /gm

Sensex 84,031.09 +2.90%

Nifty 25,801.70 +2.84%

22k Gold ₹ 13,910 /gm

Directors Report of Shilchar Technologies Ltd.

Mar 31, 2025

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

Particulars	FY 2024-25	FY 2023-24
Net Sales/Income from Operation	62,314.75	39,687.82
Other Income	1,647.00	1,283.34
Total Income	63,961.75	40,971.16
Profit before interest, Depreciation & Tax	20,121.63	12,613.28
Less Interest (Financial Cost)	44.13	20.97
Depreciation	340.59	259.84
Profit/Loss Before Exceptional Item &Tax Exp.	19,736.91	12,332.47
Add/Less: Exceptional Items	NIL	NIL
Profit/Loss Before Tax	19,736.91	12,332.47
Less Previous years Adjustments
Provision for Current & Deferred Tax	5,051.72	3,143.66
Net Profit/Loss after tax	14,685.18	9,188.81
Total Comprehensive Income/loss	14,677.42	9,195.95
Total	14,677.42	9,195.95
Add: Balance carried from Profit & Loss A/c	NIL	NIL
Less: Provision for earlier year taxation	NIL	NIL
Net Profit/Loss after tax and adjustments	14,677.42	9,195.95
Transferred to general Reserve	NIL	NIL
Balance carried to the balance sheet	14,677.42	9,195.95
EPS (Basic & Diluted) (Amount in '')	192.55	120.48

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:

â¢ 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}

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 (âCSR")

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.

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:

Sr. No.	Names of Promoter who holds more than 10% shareholding	% of shareholding	Amount of transaction	Nature of transaction
1.	Mr. Alay Shah	25.58%	'' 683.22 Lakhs	Director''s remuneration (Including commission)
2.	Ms. Shilpa Shah	10.54 %	NIL	NA
3.	Mr. Aashay Shah	10.34 %	'' 96.51 Lakhs	Director''s remuneration
4.	Mr. Aatman Shah	10.34 %	'' 81.37 Lakhs	Remuneration

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.

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

â¢ 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^thJanuary, 2025; the shareholders of the Company
had considered and approved the appointment
of Ms. Nandini Tandon (DIN: 01657786) as NonÂ¬
Executive Independent Directors of the Company
to hold office for a first term of 5 consecutive years
w.e.f. 26^th March, 2025, by passing the Special
Resolutions through postal ballot notice dated
4^th February, 2025 for a period of 5 years.

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

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:

Sr. No.	Names of Key Managerial Personnel	Designation
1	Mr. Alay Shah	Managing Director (Executive Director)
2	Mr. Aashay Shah	Whole-Time Director (Executive Director)
3	Mr. Prajesh Purohit	Chief Financial Officer
4	Ms. Mauli Mehta (Upto 28^th Febuary, 2025)	Whole-Time Company Secretary & Compliance Officer
5	Ms. Vishnupriya Civichan (w.e.f 1^st April, 2025)	Whole-Time Company Secretary & Compliance Officer

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:

Facilities	Amount ('' in Crores)	Name of the Agency	Ratings
Long Term/Short Term Bank Facilities	103	Care Edge Ratings	CARE A-; Stable/CARE A2
Short Term Bank Facilities	5	Care Edge Ratings	CARE A2

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.

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
Type of Capital	No. of Shares	Face Value (in '')	Total Share Capital (in '')
Authorised Share Capital	1,50,00,000	10/-	15,00,00,000
Issued, Paid Up and	76,26,800	10/-	7,62,68,000
Subscribed Capital

(v) Maintenance of Cost Records

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

(vi) Particulars of Loans, Guarantees or
Investments

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

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

(vii) Listing of the Company

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

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

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

(viii) Compliance of Secretarial Standard

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

(ix) Significant and Material Orders Passed by the
Regulators

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

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

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

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

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

33. ACKNOWLEDGEMENT & APPRECIATION

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

For and on behalf of Board of Directors
Shilchar Technologies Limited

Sd/-

Alay Jitendra Shah

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

Place: Gavasad, Vadodara DIN: 00263538

Mar 31, 2024

Your Directors have pleasure in presenting the 38^th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS

	2023-24	2022-23
Revenue from Operations	39,687.82	28,024.12
Other Income	1,283.34	808.12
Total Revenue	40,971.16	28,832.24
Less: Expenses before Interest and Depreciation	28,357.88	23,316.52
Less: (a) Interest	20.97	59.96
(b) Depreciation	259.84	240.36
Prof it/(Loss) Before Tax	12,332.47	5,816.04
Less: Tax Expenses
Current Tax	3,131.16	1,489.92
Deferred Tax	11.60	10.74
Short/(Excess) provision of earlier year	0.90	3.14
Profit after Tax	9,188.81	4,312.24

Transfer To Reserves

No amount is transferred to the reserves by the Company.

2. DIVIDEND

Your Directors have recommended a dividend of '' 12.50 per share (i.e. 125%) on Company''s paid up equity share capital comprising of 7,626,800 equity shares of '' 10/- each. Thus, the total dividend outgo for the current fiscal will amount to '' 9,53,35,000/-.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS/STATEMENT OF AFFAIRS

The Company earned operational income of '' 39,687.82 Lakhs compared to '' 28,024.12 Lakhs for the previous year. The other income is '' 1,283.34 Lakhs compared to '' 808.12 Lakhs in the previous year.

The total revenue for the year is '' 40,971.16 Lakhs against '' 28,832.24 Lakhs in the previous year. Profit after tax is '' 12,332.47 Lakhs as compared to previous year figure of '' 5,816.04 Lakhs.

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 prepared the Financial Statements for the Financial Year 2023-2024 in accordance with Indian Accounting Standards (Ind AS).

Moreover, During the year Registered Office of the Company was shifted from Bil Road, Bil - 391 410, Dist. Vadodara, India to Block No 460, Near Muval sub station, Padra Jambusar highway, Gavasd, Vadodara, Gujarat, 391430.

The Company has already started Phase-1 expansion and it is expected to be operational from July 2024. It will enable enhancement of the capacity from 4000 MVA to 5500 MVA. The office building which is under construction is expected to be 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.

Insurance

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

4. ACCREDITATION

Your Company has taken BIS approval for many ratings of transformers during the year. The Company has also received ISO 9001:2015 Certificate for its new plant during year 2018-19.

5. CREDIT FACILITIES

Company has availed working capital facilities from HDFC Bank Limited & The Hong Kong and Shanghai Banking Corporation Limited. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

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, 2017 was due for remittance on or before 27^th July, 2024 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 2023-24, the Company transferred unclaimed dividend amount of '' 17,681.50 with IEPF Account of Central Government on 19^th September, 2023. Further, the Company transferred Equity Shares with IEPF Account effective from 3^rd April, 2023, for which dividend/interim dividend were unclaimed for seven consecutive years. The amount of Unpaid/ Unclaimed Dividend Account 2016-2017''1,66,314/- and it will be transferred to Investor Education and Protection Fund by 29^th July, 2024.

7. SHARE CAPITAL

At the Annual General Meeting of the Company held on 25^th August, 2023, The authorized share capital was increased from '' 5,00,00,000/- (Rupees Five Crores) divided into 50,00,000 (Fifty Lakhs) Equity Shares of '' 10/- (Rupees Ten) to '' 10,00,00,000/- (Rupees Ten Crores) divided into 1,00,00,000/-(One Crores) Equity Shares of '' 10/- (Rupees Ten) each by creation of 50,00,000 (Fifty Lakhs) Equity Shares of '' 10/-(Rupees Ten) each ranking pari passu with the existing Equity Shares of the Company. During the year under review, the Company has issued 38,13,400 bonus equity share in the ratio 1:1 to the existing equity shareholders of the Company. The paid-up Equity Share Capital as on 31^st March, 2024 was '' 7,62,68,000/-, divided into 76,26,800 Equity Shares of '' 10/- each.

8. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UP TO THE DATE OF REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate and the date of this report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-I and is attached to this report.

10. RISK MANAGEMENT

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company''s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

11. CORPORATE SOCIAL RESPONSIBILITY

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 2023-24 is as per Annexure-II attached with this Report. The Policy has been uploaded on the Company''s website and can be accessed at the web https:// www.shilchar.com/under investors/policy documents.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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.

13. RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-III.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at https://www.shilchar.com/under investors/policy documents/ Related Party Policy link.

14. DIRECTORS & KMP

During the year, Board of Director appointed Mr. Rakesh Dhanraj Bansal (DIN: 00002179) as Additional Non-Executive Independent Director of the Company vide Board Meeting held on 5^th February, 2024, further shareholder of the Company approved the appoint of Mr. Rakesh Dhanraj Bansal (DIN: 00002179) as Non-Executive Independent Director of the Company by passing Special Resolution through Postal Ballot on 17^th March, 2024. Moreover, Ms. Niki Tiwari, resigned as Company Secretary and Compliance officer of the Company with effect from 30^th December, 2023 and Ms. Mauli Rushil Mehta was appointed as Company Secretary and Compliance Officer of the Company with effect from 6^th March, 2024. The Company is taken approval of shareholder by way of Special Resolution thought Postal Ballot on 17^th March, 2024 for continuation of Mr. Mukesh Dahyabhai Patel (DIN: 00009605) as Non-Executive Independent Director of the Company on attending the aged of seventy five years.

Further, second term of Mr. Mukesh Dahyabhai Patel (DIN: 00009605) as Non-Executive Independent Director of the Company was completed on 31^st March, 2024. The Board places on record its sincere appreciation for the invaluable contribution and expert guidance by Mr. Mukesh Patel to the Company during his tenure as an Independent Director.

14.1 Board Evaluation

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.

14.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Independent Directors, Senior Management and their remuneration. The Remuneration Policy is enclosed as Annexure-IV.

14.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The required particulars of various Committees are stated in the Corporate Governance Report, attached herewith.

14.4 Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013, Listing Regulations and the relevant rules. The Independent Directors confirm that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that he/she is independent of the management.

Policies

During the year under review, the Board of Directors of the Company has adopted/approved changes policies in compliance with the recent amendments in the Act and SEBI Listing Regulations.

14.5 Whistle Blower Policy

been uploaded on the Company''s website and can be accessed at the web https://www.shilchar.com/under investors/policy documents/Whistle Blower Policy.

15. AUDIT COMMITTEE AND VIGIL MECHANISM

The composition and other particulars of Audit Committee are provided in the Corporate Governance Report, attached herewith.

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shilchar.com under investors/policy documents/Vigil Mechanism Policy link.

16. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1(SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretarial of India and approved by the Central Government.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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;

(d) The directors had 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;

(e) The directors had prepared the annual accounts on a going concern basis;

(f) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(g) 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.

18. ANNUAL RETURN

The Annual Return will be placed at the website of the Company at Investors Desk in Annual Reports option on https://shilchar. com/power/investors-desk Annual Return.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. No Unsecured loan availed from Directors during the year.

21. AUDITORS

21.1 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.

21.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Bhautik Kanasagara., a Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure-V.

21.3 Cost Auditors

Pursuant to provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. K.H. SHAH & Co., Cost Accountants as the Cost Auditors and remuneration payable to them, to conduct the audit of the cost records of the Company for the financial year ending 31^st March, 2024. The Company has received a letter from M/s. K.H. SHAH & Co., Cost Accountant, Vadodara showing their willingness to be appointed as a cost Auditors stating that they are not disqualified under Section 148(2) read with Section 141(3) of the Companies Act, 2013.

21.4 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.

22. 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.

23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control/ Internal Finance Control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

24. 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

During the year the Company has issued 38,13,400 bonus equity share in the ratio 1:1 to the existing equity shareholders of the Company.

d. Employees Stock Option Plan

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

25. CORPORATE GOVERNANCE

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.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is appended as Annexure-VI to this Report.

27. PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as below:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-2024, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.	Name of Director/KMP and Designation	% increase/decrease (-) in Remuneration in the Financial Year 2023-2024	Ratio of remuneration of each Director/to median remuneration of employees
1.	Mr. Alay Shah, Managing Director	0%	51.09:1
2.	Mr. Prajesh Purohit, Chief Financial Officer	14.47%	4.32:1
3	Mr. Aashay Alay Shah, Whole-Time Director	0%	14.59:1
4.	Ms. Niki Tiwari, (upto 30^th December, 2023) Company Secretary	06.66%	0.58:1
5.	Ms. Mauli Rushil Mehta, (W.e.f. 6^th March, 2024) Company Secretary	100%	1.16:1

Note: Independent Directors are paid only sitting fees and hence not included in the above table.

i) The median remuneration of employees of the Company during the financial year was '' 27,400/-.

ii) In the financial year, there was an increase of 08.7% ('' 2,193/-) in the median remuneration of employees;

iii) There were 134 permanent employees on the rolls of Company as on 31^st March, 2024.

iv) Average percentage Increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2023-2024 was 4.239% whereas the increase in the managerial remuneration for the same financial year was 1.615%

v) Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

None of the Directors of the Company are in receipt of any commission from the Company.

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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 is furnished as below:

Sr. No.	Name of Employee	Designation	Age	Qualification	Experience (in years)	Date of joining
1.	Ashok Bhambhani	Head - Buisness Devlopment	62	BE	36	02/04/2019
2.	Rajendra Nath	COO	56	BE Mechanical, MBA	31	22/07/2019
3.	H G Manjunath	DGM	45	BE EC	21	08/04/2018
4.	Varun Rekhi	Sr. Business Dev. North Region	36	BE Electrical	12	12/04/2021
5.	Sohil Dave	Sr. Manager	37	BE Electrical	15	01/05/2018
6.	Prajesh Purohit	Sr. Manager (F & A)	62	B. Com	38	11/09/1995
7.	Nirav Pandya	Sr. Manager	43	DEE	21	22/11/2011
8.	Piyush Trivedi	Sr. Manager	51	B. Com	28	15/10/2007
9.	Vishwas Desai	Sr. Manager	39	MSW, DLP & PGDHRD	16	22/06/2015
10.	Hitesh Patel	Sr. Manager	47	BE	19	06/12/2011

28. MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31^st December, 2014, the activity of your Company falls under Non-regulated sectors and maintenance of cost records as well as the cost audit, as the case may be has been applicable to the Company for the Financial Year 2023-2024.

29. HUMAN RESOURCES

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

In terms of Schedule V read with Regulation 34(3) of SEBI (LODR) Regulation, 2015, disclosures relating to Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 are given as below: No complaint is outstanding as on 31^st March, 2024 for redressal.

(i) Number of complaints filed during the financial year: NIL

(ii) Number of complaints disposed of during the financial year: NIL

(iii) Number of complaints pending as at the end of the financial year: NIL

31. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/COURTS

During the year, no significant and material order was passed by the Regulators or courts.

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THE CURRENT STATUS

During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

33. 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 ALONG WITH THE REASONS THEREOF

Not Applicable

34. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors For Shilchar Technologies Limited

Alay Jitendra Shah

Place: Gavasd, District Vadodara Chairman & Managing Director

Date: 30^th April, 2024 DIN: 00263538

Mar 31, 2023

The Directors have pleasure in presenting the 37^th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March 2023.

1. FINANCIAL RESULTS:


		[Rupees in Lacs]
	2022-23	2021-22
Revenue from Operations	28,024.12	18,018.21
Other Income	808.12	335.38
Total Revenue	28,832.24	18,353.60
Less: Expenses before Interest and Depreciation	23,316.52	16,076.62
Less: (a) Interest	59.96	107.43
(b) Depreciation	240.36	257.93
Profit / (Loss) Before Tax	5,816.04	1,911.62
Less: Tax Expenses
Current Tax	1,489.92	508.42
Deferred Tax	10.74	29.05
Short/ (Excess) provision of earlier year	3.14	(29.89)
Profit after Tax	4,312.24	1,404.04

1. TRANSFER TO RESERVES:

No amount is transferred to the reserves by the Company.

2. DIVIDEND:

Your Directors have recommended a dividend of Rs. 10 /- per share (i.e. 100%) on Companyâs paid up equity share capital comprising of 3,813,400 equity shares of Rs. 10/- each. Thus, the total dividend outgo for the current fiscal will amount to Rs. 3,81,34,000/-.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS/ STATEMENT OF AFFAIRS:

The Company earned operational income of Rs. 28,024.12 lakhs compared to Rs. 18,018.21 lakhs for the previous year. The other income is Rs. 808.12 lakhs compared to Rs.335.38 lakhs in the previous year.

The total revenue for the year is Rs. 28,832.24 lakhs against Rs. 18,353.60 lakhs in the previous year. Profit after tax is Rs. 4,312.24 lakhs as compared to previous year figure of Rs. 1,404.04 lakhs.

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 prepared the Financial Statements for the Financial Year 2022-2023 in accordance with Indian Accounting Standards (IND-AS).

4. PROSPECTS:

The current economic scenario would show positive signal of growth in power production especially in renewable energy sector. The company has tremendous foothold in this sector. The Company also looks forward to new business from local private sectors and its export business.

INSURANCE:

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

4. ACCREDITATION:

Your Company has taken BIS approval for many ratings of transformers during the year.

The Company has also received ISO 9001:2015 Certificate for its new plant during year 2018-19.

5. CREDIT FACILITIES:

Company has availed working capital facilities from HDFC Bank Limited & The HongKong and Shanghai Banking Corporation Limited. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year ended on 31/03/2015 was due for remittance on or before 14/08/2022 and Interim Dividend during FY 2015-16 was due for remittance on or before 19/04/2023 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 2022-23, the Company transferred unclaimed dividend amount of Rs. 45,989/- and Rs. 72,742 with IEPF Account of Central Government on 14/08/2022 and 14/03/2023 respectively. Further, the Company transferred 1000 Equity Shares with IEPF Account effective from 16.09.2022 and 200 Equity Shares with IEPF Account effective from 03.04.2023, for which dividend / interim dividend were unclaimed for seven consecutive years. The amount of Unpaid / Unclaimed Dividend Account 2016 (Final Dividend) is Rs. 17681.50 and it will be transferred to Investor Education and Protection Fund by 13-08-2023 (i.e. after 7 years from the date of transfer to unpaid dividend account i.e 13-08-2023).

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2023 was Rs. 3,81,34,000/-, divided into 38,13,400 Equity Shares of Rs. 10 each. During the year under review the company has not issued any shares or any convertible instruments.

8. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UP TO THE DATE OF REPORT.

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

10. RISK MANAGEMENT

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Companyâs day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

11. CORPORATE SOCIAL RESPONSIBILITY

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 2022-23 is as per Annexure- II attached with this Report. The Policy has been uploaded on the ^Companyâs website and can be accessed at the webhttps://www.shilchar.com/under investors/ policy documents._

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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.

13. RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-III.

14. DIRECTORS & KMP

During the year, the shareholders at 36^th Annual General Meeting held on 8^th August, 2022 made re-appointment of Mr. Alay J. Shah (DIN-00263538) as Managing Director with effect from 1st August, 2022 for a further tenure of 5 years. Moreover, the appointment of Mr. Aashay Alay Shah (DIN- 06886870) was regularized as a Director and designated as Whole Time Director.

14.1 BOARD EVALUATION

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.

14.2 REMUNERATION POLICY

14.3 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

The required particulars of various Committees are stated in the Corporate Governance Report, attached herewith.

14.4 DECLARATION OF INDEPENDENT DIRECTORS

Policies

During the year under review, the Board of Directors of the Company has adopted /approved changes policies in compliance with the recent amendments in the Act and SEBI Listing Regulations.

14.5 WHISTLE BLOWER POLICY

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and Employees. The Policy has been uploaded on the Companyâs website and can be accessed at the webhttps://www.shilchar.com/under investors/ policy documents/Whistle Blower Policy.

15. AUDIT COMMITTEE AND VIGIL MECHANISM

The composition and other particulars of Audit Committee are provided in the Corporate Governance Report, attached herewith.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shilchar.com under investors/policy documents/Vigil Mechanism Policy link.

16. COMPLIANCE OF SECRETARIAL STANDARDS

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:â

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(d) The directors had 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;

(e) The directors had prepared the annual accounts on a going concern basis; and

(f) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(g) 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.

18. ANNUAL RETURN

The Annual Return will be placed at the website of the Company at Investors Desk in Annual Reports option on https:// shilchar.com/power/investors-desk/Annual Return.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

No Unsecured loan availed from Directors during the year.

21. AUDITORS21.1 STATUTORY AUDITORS

The Companyâs 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 ensuing 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.

21.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kashyap Shah & Co., a Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure-V ââ.

21.3 COST AUDITORS

Pursuant to provisions of section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. K.H. SHAH & Co., Cost Accountants as the Cost Auditors and remuneration payable to them, to conduct

the audit of the cost records of the Company for the financial year ending March 31, 2023. The Company has received a letter from M/s. K.H. SHAH & Co., Cost Accountant, Vadodara showing their willingness to be appointed as a cost Auditors stating that they are not disqualified under section 148(2) read with section 141(3) of the Companies Act, 2013.

21.4 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 2022-2023 onwards. The reports of the Internal Auditors are being reviewed by the audit committee from time to time.

22. 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.

23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY.

The Company has adequate system of internal control/ Internal Finance Control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

24. SHARESa. 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

No Bonus Shares were issued during the year under review. d. EMPLOYEES STOCK OPTION PLAN

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

25. CORPORATE GOVERNANCE:

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 Companyâs Auditors confirming compliance forms an integral part of this Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure-VI to this Report.

27. PARTICULARS OF EMPLOYEES:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-2023, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-2023 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.	Name of Director/ KMP and Designation	% increase/decrease (-) in Remuneration in the Financial Year 2021-2022	Ratio of remuneration of each Director / to median remuneration of employees
1.	Mr. Alay Shah,	16.67%	55.41:1
	Managing Director
2.	Mr. Prajesh Purohit,	8.37%	4.11:1
	Chief Financial Officer
3	Mrs. Niki Tiwari,	6.67%	0.63:1
	Company Secretary
4.	Mr. Aashay Alay Shah	100%	15.86:1

Note: Independent Directors are paid only sitting fees and hence not included in the above table.

ii) The median remuneration of employees of the Company during the financial year was Rs 25,207/-.

iii) In the financial year, there was an increase of 16.69% (Rs.3,606/-) in the median remuneration of employees;

iv) There were 115 permanent employees on the rolls of Company as on March 31, 2023.

v) Average percentage decrease made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2022-2023 was 6.135% whereas the increase in the managerial remuneration for the same financial year was 13.75%

vi) Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. None of the Directors of the Company are in receipt of any commission from the Company.

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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 is furnished as below:

/â
/â	Sr. No.	Name of Employee	Designation	Age	Qualification	Experience (in years)	Date of joining
	1	Ashok Bhambhani	HEAD - BUISNESS DEVLOPMENT	61	BE	36	02-04-2019
	2	Rajendra Nath	COO	55	BE Mechanical , MBA	31	22-07-2019
	3	H G Manjunath	DGM	44	BE EC	21	08-04-2018
	4	Varun Rekhi	Sr Business Dev. North Region	35	BE Electrical	12	12-04-2021
	5	Sohil Dave	Sr Manager	36	BE Electrical	15	01-05-2018
	6	Prajesh Purohit	Sr Manager (F & A)	61	B.Com	38	11-09-1995
	7	Nirav Pandya	Sr Manager	42	DEE	21	22-11-2011
	8	Piyush Trivedi	Sr Manager	50	B. Com	28	15-10-2007
	9	Vishwas Desai	Sr. Manager	38	MSW,DLP & PGDHRD	16	22-06-2015
	10	Hitesh Patel	Sr. Manager	46	BE	19	06-12-2011

28. MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of your Company falls under Non-regulated sectors and maintenance of cost records as well as the cost audit, as the case may be has been applicable to the Company for the Financial Year 2022-2023.

29. HUMAN RESOURCES:

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

(i) Number of complaints filed during the financial year: NIL

(ii) Number of complaints disposed of during the financial year: NIL

(iii) Number of complaints pending as at the end of the financial year: NIL

31. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS

During the year, no significant and material order was passed by the Regulators or courts.

32. Details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year along with the current status:

During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

33. 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 Along With The Reasons Thereof: Not Applicable

34. ACKNOWLEDGEMENTS

Mar 31, 2018

BOARDâS REPORT

The Directors have pleasure in presenting the 32^nd Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March 2018.

1. FINANCIAL RESULTS:

		[Rupees in Lacs]
	2017-18	2016-17
Revenue from Operations	8,800.50	11,459.22
Other Income	115.04	341.40
Total Revenue	8,915.53	11,800.62
Less: Expenses before Interest and Depreciation	7,857.75	9,697.16
Less: (a) Interest	125.92	65.80
(b) Depreciation	115.84	136.38
Profit / (Loss) Before Tax	816.03	1,901.28
Less: Tax Expenses
Current Tax	281.13	688
Deferred Tax	(41.58)	(13.83)
Short / (Excess ) provision of earlier year	(10.09)	(1.48)
Profit after Tax	586.57	1,228.59

TRANSFER TO RESERVES:

No amount is transferred to the reserves by the Company.

2. DIVIDEND:

Your Directors have recommended a dividend of Rs.2/- per share (i.e.20%) on Companyâs paid up equity share capital comprising of 38,13,400 equity shares of Rs. 10/- each.

Thus, the total dividend outgo for the current fiscal will amount to Rs.7,626,800/- plus dividend distribution tax of Rs.1,552,664/-.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS/ STATEMENT OF AFFAIRS:

The Company earned operational income of Rs.8800.50 lacs compared to Rs. 11,459.22 lacs for the previous year. The other income is Rs.115.04 lacs compared to Rs.341.40 lacs in the previous year.

The total revenue for the year is Rs. 8,915.53 lacs against Rs. 11,800.62 lacs in the previous year. Profit after tax is Rs.586.57 lacs as compared to previous year figure of Rs. 1,228.59 lacs.

During the period under review, your company was able to export transformers valuing Rs.13.86 crores as compared to previous year Rs.44.36 crores.

The results were not comparable with previous year. This is mainly due to implementation of GST which has impacted on costs and rates. The government had earlier exempted excise duty in case of solar transformers; benefit of such exemption is not available in GST regime. The Government has not reviewed its policy timely in this direction.

The Company has not received any order for windmill transformers since beginning of the financial year, mainly due to Government policies. This has largely impacted on turnover of the Company as compared with previous year.

The Company has concentrated on catering needs of renewable energy sector including solar and wind energy in local market wherein 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 prepared the Financial Statements for the Financial Year 2017-2018 in accordance with Indian Accounting Standards.

PROSPECTS:

The current economic scenario shows positive signal of growth in power production sector, cement sector, construction, service sectors etc. The Company also looks forward new business from local private sectors but it largely depends on how the new power projects will take place under the initiatives taken by the Central Government.

EXPANSION OF CAPACITY AT NEW FACTORY:-

The Company is investing heavily on new production facility located on Padra - Jambusar highway. The new facility will be state-of-the-art with modern equipments and material handling system. Company is investing approximately Rs.36 crores in this facility which will increase revenue by three folds once utilized 100%. The commencement of production at new facility will start from beginning of financial year 2018-2019.

INSURANCE:

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

4. ACCREDITATION:

Your Company has taken BIS approval for many ratings during the year.

The Company is also holding ISO 9001:2000 Certificate since September, 2004 for quality systems in relation to its factory located at village Bil, District Vadodara in the State of Gujarat.

5. CREDIT FACILITIES

To fund expansion at new factory and for working operations, the Company has availed working capital loan and Foreign Currency Term loan from Standard Chartered Bank. Further, the Company has been optimally utilizing its fund based and non fund based working capital requirements as tied up with Bank of Baroda. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year ended on 31/03/2010 was due for remittance on or before 28-07-2017 to the Investor Education and Protection Fund established by the Central Government. Pursuant to the provisions of Section 125 of the Companies Act, 2013, the Company transferred 15,400 shares to IEPF Account of Central Government for which dividend has remain unclaimed/unpaid for consecutive 7 years.

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018 was Rs. 3,81,34,000/-. During the year under review the company has not issued any shares or any convertible instruments.

8. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

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

10. RISK MANAGEMENT

11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per the provisions of Companies Act, 2013 regarding Corporate Social Responsibility, Company have spent CSR expenditure as per Annexure- II attached.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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 Schedule 8 of the Financial Statements.

13. RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.shilchargroup.com under investors/ policy documents/Related Party Policy link.

14. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Alay Shah, Managing Director shall retire by rotation and he is eligible for re-appointment. There is no change in constitution of the Board during the year under review.

The term of Mr. Om Prakash Khanna and Mr. Mukesh Patel as Independent Directors will expire on 31.03.2019 and are eligible for re-appointment for further term. Accordingly, it has been proposed to make their re-appointment at this Annual General Meeting through Special Resolution for further term of five consecutive years from April 01, 2019 up to March 31, 2024.

14.1 BOARD EVALUATION

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.

14.2 REMUNERATION POLICY

14.3 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

The required particulars of various Committees are stated in the Corporate Governance Report, attached herewith.

14.4 DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

15. AUDIT COMMITTEE AND VIGIL MECHANISM

The composition and other particulars of Audit Committee are provided in the Corporate Governance Report, attached herewith.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shilchargroup.com under investors/policy documents/Vigil Mechanism Policy link.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:â

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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

(d) the directors had 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;

(e) the directors had prepared the annual accounts on a going concern basis; and

(f) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(g) 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.

17. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-IV and the same is attached to this Report.

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

No Unsecured loan availed from Directors during the year.

20. AUDITORS

20.1 STATUTORY AUDITORS

The Company at 31 Annual General Meeting held on 11.08.2017 made an appointment of M/s. CNK & Associates LLP, Chartered Accountants, Vadodara as Statutory Auditors to hold the office for term of 5 years until the conclusion of the 36th Annual General Meeting. 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 and have conveyed their eligibility to continue to hold the office for remaining term.

20.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. Kashyap Shah & Co., a Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure-V ââ.

20.3 INTERNAL AUDITORS

M/s. C G Pradhan & Co, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

21. OBSERVATION OF AUDITORS

There are no qualifications, reservations or adverse remarks made by the Auditors. Observations of auditors are self explanatory and do not call for further information.

22. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control/ Internal Finance Control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

23. 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

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

24. CORPORATE GOVERNANCE:

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 Companyâs Auditors confirming compliance forms an integral part of this Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure-VI to this Report.

26. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed are hereunder:

Particulars	Name of the Employee: Mr Alay Shah
Designation of the Employee	Managing Director*
Remuneration Received	Rs.1,23,24,042/-
Nature of Employment, whether contractual / otherwise	Permanent
Qualification and experience of the Employee	26 years
Date of commencement of employment	1990
The age of the employee	52 Years
The last employment held by such employee before joining the Company	NA
The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub -rule (2) of Rule 5	NA
Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager	NO

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 as amended, has been furnished herein below.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.	Name of Director/ KMP and Designation	% increase/decrease (-) in Remuneration in the Financial Year 2017-18	Ratio of remuneration of each Director / to median remuneration of employees
1.	Mr. Alay Shah, Managing Director	-37.91%	97.70:1
2.	Mr. Prajesh Purohit, Chief Financial Officer	7.31%	79.71:1
3	Ms. Niki Kandoi Company Secretary (w.e.f. 25.12.2017)	N.A.	46.21:1

Note: Independent Directors are paid only sitting fees and hence not included in the above table.

ii) The median remuneration of employees of the Company during the financial year was Rs 2.24 lacs.

iii) In the financial year, there was increase of 33.33 % in the median remuneration of employees;

iv) There were 105 permanent employees on the rolls of Company as on March 31, 2018

v) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was 9% whereas the decrease in the managerial remuneration for the same financial year was 37.91%.

27. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of your Company falls under Non-regulated sectors and hence, maintenance of cost records as well as the cost audit, as the case may be has been applicable to the Company for the Financial Year 2017-18.

28. HUMAN RESOURCES:

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment at its workplace. The Company has adopted an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All female employees are covered under the policy. There was no complaint received from any employee during the financial year 2017- 18 and hence, no complaint is outstanding as on March 31, 2018 for redressal.

30. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS

During the year, no significant and material order was passed by the Regulators or courts.

31. STATEMENT OF COMPLIANES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

32. ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

For SHILCHAR TECHNOLOGIES LIMITED

Place: Bil, District Vadodara JITENDRA SHAH

Date: 28.05.2018 CHAIRMAN

(DIN- 00257348)

Mar 31, 2016

BOARDâS REPORT

The Directors have pleasure in presenting the 30^th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March 2016.

1. FINANCIAL RESULTS:___

		[Rupees in Lacs]
	2015-16	2014-15
Revenue from Operations	10,164.30	10,587.20
Other Income	298.25	301.18
Total Revenue	10,462.55	10,888.38
Less: Expenses before Interest and Depreciation	8,841.20	9,772.32
Less: (a) Interest	75.23	67.85
(b) Depreciation	139.39	152.61
Profit before Tax & Extra Ordinary Items	1,406.73	895.61
Add: Excess Provision for Expenses Written Back	1.69	1.13
Less: Prior yearâs Income Tax Adjustment	-	-
Profit Before Tax Less: Tax Expenses	1,408.42	896.74
Current Tax	505	313.50
Deferred Tax	(5.80)	2.25
Profit after Tax Balance brought forward from previous yearâs amount available	909.22	580.99
for appropriation	1,977.02	1,463.65
Balance available for appropriation Adjustments as per Transitional Provisions of Schedule II to the Companies Act, 2013Add : Adjustments (Net) to carrying cost of	2,886.24	2,044.64
assets APPROPRIATION	1.64 2,887.88	1.29 2,045.94
Interim Dividend & Corporate Dividend Tax on it.	91.79	-
Proposed Final Dividend on Equity Share	19.07	57.20
Corporate Dividend Tax on above	3.88	11.71
Balance Carried over to next year	2,773.14	1,977.02

2. DIVIDEND:

The Board had declared and paid interim dividend of Rs. 2/- per share (i.e. 20%) on the paid up equity share capital comprising of 3,813,400 equity shares of Rs. 10/- each.

Further, your Directors have recommended a final dividend of Rs.0.50 per share (i.e. 5%) on Companyâs paid up equity share capital comprising of 3,813,400 equity shares of Rs. 10/- each. Thus, the total dividend outgo for the current fiscal will amount to Rs.9,533,500/-plus dividend distribution tax of Rs.1,940,830/-.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS:

The Company earned operational income of Rs. 10,164.30 lacs compared to Rs. 10,587.20 lacs for the previous year. The other income is Rs. 298.24 lacs compared to Rs. 289.03 lacs in the previous year.

The total revenue for the year is Rs. 10,462.55 lacs against Rs. 10,876.24 lacs in the previous year. Profit after tax is Rs. 909.22 lacs as compared to previous year figure of Rs. 580.99 lacs, witness a spur of 56.49%.

During the period under review, your company was able to export transformers valuing Rs. 29.22 crores as compared to previous year Rs.51.42 crores.

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

PROSPECTS:

The current economic scenario shows positive signal of growth in power production sector, cement sector, construction, service sectors etc. Moreover, tax benefits have been linked to the wind energy and subsidies have been provided to solar power generation. This will boost Companyâs domestic sales in coming year. The Company also looks forward new business from local private sectors but it largely depends on how the new power projects will take place under the initiatives taken by the Central Government.

4. ACCREDITATION:

Your Company has been authorized by the Bureau of Energy Efficiency (BEE) for using three (4) Star Rating labels on its Distribution Transformers with the capacity of 25KVA/63KVA/100KVA and 200KVA, respectively.

The Company is also holding ISO 9001:2000 Certificate since September, 2004 for quality systems in relation to its factory located at village Bil, District Vadodara in the State of Gujarat.

5. CREDIT FACILITIES

The Company has been optimally utilizing its fund based and non fund based working capital requirements as tied up with Bank of Baroda. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of prohibition of the Companiesâ Act 2013, any unclaimed or unpaid Dividend relating to the financial year ended on 31/03/2009 is due for remittance on or before 30/09/2016 to the Investor Education and Protection Fund established by the Central Government.

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 3,81,34,000/-. During the year under review the company has not issued any shares or any convertible instruments.

8. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report

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

10. RISK MANAGEMENT

11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per the provisions of Companies Act, 2013 regarding Corporate Social Responsibility, Company have spent CSR expenditure as per Annexure II attached.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments 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.

13. RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.shilchargroup.com under investors/ policy documents/Related Party Policy vlink.-

14. DIRECTORS

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mr. Zarksis Parabia has been appointed as Additional Director in the category of Independent Director with effect from 14/03/2016 and he shall hold office only up to the date of this Annual General Meeting and being eligible, it is proposed to make him appointment as regular director of the Company, not liable to retire by rotation.

Mr. Jahangir Parabia, one of the Director submitted his resignation from the Board of Directors of the Company which came into effect from 11/03/2016. The Board places on record its appreciation for the valuable contribution made by Mr. Jahangir Parabia during his tenure of office.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Jitendra C. Shah, non-executive Chairman retire by rotation and he is eligible for re-appointment.

14.1 BOARD EVALUATION

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.

14.2 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report, attached herewith.

14.3 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The required particulars of various Committees are stated in the Corporate Governance Report, attached herewith.

14.4 DECLARATION OF INDEPENDENT DIRECTORS

15. AUDIT COMMITTEE AND VIGIL MECHANISM

The composition and other particulars of Audit Committee are provided in the Corporate Governance Report, attached herewith.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shilchargroup.com under investors/policy documents/Vigil Mechanism Policy link.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:â

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

17. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure IV and the same is attached to this Report.

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. AUDITORS

20.1 STATUTORY AUDITORS

The Companyâs Auditors M/s. Naresh & Co, Chartered Accountants, Vadodara who retired at the ensuring Annual General Meeting of the Company is eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, 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.

20.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. Kashyap Shah & Co., a Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure Vâ.

20.3 INTERNAL AUDITORS

M/s.C G Pradhan & Co, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

21. OBSERVATION OF AUDITORS

There is no qualifications, reservations or adverse remarks made by Statutory Auditors.

22. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

23. 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

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

24. CORPORATE GOVERNANCE:

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 Companyâs Auditors confirming compliance forms an integral part of this Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure - VI to this Report.

26. PARTICULARS OF EMPLOYEES:

Particulars	Name of the Employee: Mr Alay Shah
Designation of the Employee	Managing Director*
Remuneration Received	Rs. 7,181,496/-
Nature of Employment, whether contractual / otherwise	Permanent
Qualification and experience of the Employee	25 years
Date of commencement of employment	1990
The age of the employee	49 Years
The last employment held by such employee before joining the Company	NA
The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub - rule (2) of Rule 5	NA
Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager	NO

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.	Name of Director/ KMP and Designation	% increase/decrease (-) in Remuneration in the Financial Year 2014-15	Ratio of remuneration of each Director / to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1.	Mr. Alay Shah, Managing Director	52.10%	38.06:1	Profit after tax increased by 56.49% due to reasons explained in the Directors Report
2.	Mr. Prajesh Purohit, Financial Officer	5.66%	4.12:1	Profit after tax increased by Chief 56.49% due to reasons explained in the Directors Report
3	Ms. Mauli Bhatt, Company Secretary	100%	0.89:1	Profit after tax increased by 56.49% due to reasons explained in the Directors Report

Note: Independent Directors are paid only sitting fees and hence not included in the above table.

ii) The median remuneration of employees of the Company during the financial year was Rs 1.88 lacs.

iii) In the financial year, there was an increase of 14.00 % in the median remuneration of employees;

iv) There were 91 permanent employees on the rolls of Company as on March 31, 2016

v) Relationship between average increase in remuneration and company performance:- Profit after Tax for the financial year ended March 31, 2016 increased by 56.49% whereas the increase in median remuneration was 14..00%

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by 46.50 % from Rs. 58.40 lacs in 2014-15 to Rs. 85.55 lacs in 2015-16 whereas the Profit before Tax increased by 57.06% to Rs. 14.08 crore in 2015-16 (Rs. 8.97 crore in 2014-15).

vii) a) Variations in the market capitalization of the Company : The market capitalization as on March 31, 2016 was Rs. 87.71 crore (Rs. 38.97 crore as on March 31, 2015).

b) Price Earnings ratio of the Company was Rs. 11.07 as at March 31, 2016 and was Rs. 10.93 as at March 31, 2015

c) Percentage increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year: The Company had come out with initial public offer (IPO) in 1995. The share price of the company was Rs. 50/- per share including Rs. 40/- towards premium per share of the face value of Rs. 10/- per share. Share price of the Company quoted on BSE on 31st March 2016 was Rs. 102.20 per share of Company. Percentage increase in the Net-worth of the Company was 20.86% as compared to previous year.

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 was 8.13 % whereas the increase in the managerial remuneration for the same financial year was 46.50 %.

ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Compensation-cum-Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

xi) Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

27. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of your Company falls under Non-regulated sectors and hence, maintenance of cost records as well as the cost audit, as the case may be has been applicable to the Company for the Financial Year 2015-16 & 2016-17 respectively.

28. HUMAN RESPURCES:

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment at its workplace. The Company has adopted an Antiharassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All female employees are covered under the policy. There was no complaint received from any employee during the financial year 2015- 16 and hence, no complaint is outstanding as on March 31, 2016 for redressal.

30. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

For SHILCHAR TECHNOLOGIES LIMITED

Place: Bil, District Vadodara

Sd/-

Date: 25/04/2016 JITENDRA SHAH

CHAIRMAN

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2014.

1. Financial Results:

[Rupees in Lacs]

Particulars 2013-14 2012-13

Revenue from 10043.41 7274.29 Operations

Other Income 227.17 154.44

Total Revenue 10270.58 7428.73

Less: Expenses before Interest 9236.98 6862.37 and Depreciation

Less: (a) Interest 234.30 271.41

(b) Depreciation 106.32 102.54

Profit before Tax & Extra Ordinary Items 692.98 192.40

Add: Excess Provision for Expenses 1.56 0.35 Written

Less: Prior year''s Income Tax 3.57 1.23 Adjustment

Profit Before Tax 690.97 191.52

Less: Tax Expenses

Current Tax 247.00 75.50

Deferred Tax 25.62 (13.20)

Profit after Tax 418.35 129.22

Balance brought forward from previous year''s amount available

for appropriation 1089.91 982.82

Balance available for appropriation 1508.26 1112.06

APPROPRIATION

Proposed Dividend on Equity Share 38.13 19.07

Corporate Dividend Tax on above 6.48 3.09

Balance Carried over to next year 1463.65 1089.91

2. Dividend:

For the year under review, your Directors have recommended a dividend of Rs.1/- per share (i.e. 10%) on Company''s paid up equity share capital comprising of 38,13,400 equity shares of Rs. 10/- each. Thus, the total dividend outgo for the current fiscal will amount to Rs.38,13,400/- plus dividend distribution tax of Rs. 6,48,087/-.

3. Operational Highlights:

The Company earned operational income of Rs. 10043.41 lacs compared to Rs. 7274.28 lacs for the previous year, depicting a growth of 38.06%. The other income is Rs.227.17 lacs compared to Rs. 154.44 lacs in the previous year.

The total revenue for the year is Rs.10270.58 lacs against Rs. 7428.73 lacs in the previous year. Profit after tax is Rs. 418.35 lacs as compared to previous year figure of Rs.129.22 lacs, witness a spur of 223.75%.

During the period under review, Global economic activity showed signs of stabilization. In emerging market economies, domestic demand remained subdued while demand from advanced economies helped their exports. The improvement in growth and employment prospects in the United States of America led to outward capital flows from emerging market economies. In 2013-14, like most emerging market economies, India faced capital outflows and intense exchange rate pressures coupled with persisting high inflation and increased interest rates. On account of several measures, the current account deficit however came into control and also recouped foreign exchange reserve.

Under the above challenging scenario, your Company has expanded its horizon on export front and successfully developed market for its renewable energy transformers. This has resulted in better contribution and improved profitability.

4. Accreditation:

Your Company has been authorized by the Bureau of Energy Efficiency (BEE) for using three (4) Star Rating labels on its Distribution Transformers with the capacity of 25KVA/63KVA/100KVA and 200KVA, respectively.

The Company is also holding ISO 9001:2000 Certificate since September, 2004 for quality systems in relation to its factory located at village Bil, District Vadodara in the State of Gujarat.

5. Finance:

The Company has been optimally utilizing its fund based and non fund based working capital requirements as tied up with Bank of Baroda. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. Management Discussion and Analysis:

The Management Discussion and Analysis Report is appended as Annexure-1 to this Report.

7. Corporate Governance:

A separate Section on Corporate Governance is included in the Annual Report and the certificate from the Company''s Auditors confirming the compliances of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed thereto, which forms part of the Director''s Report.

8. Directors:

Shri Ashesh Shah retires by rotation, and being eligible, offer himself for re-appointment.

Shri Jahangir H. Parabia was appointed as Director (in the category of Independent Director) with effect from 10.08.2013. Shri J. H. Parabia holds office upto the date of the forthcoming Annual General Meeting.

Pursuant to applicable provisions of the Companies Act, 2013, the Board of Directors have classified Shri O. P. Khanna and Shri Mukesh D. Patel as Independent Directors.

9. Auditors:

The Auditors, M/s. Naresh and Co., Chartered Accountants, Vadodara retire at the conclusion of the forthcoming Annual General Meeting and being eligible have expressed their willingness to be re-appointed. The Company has received a consent alongwith Certificate from M/s. Naresh and Company to the effect that their re-appointment, if made, will be in accordance with the conditions as prescribed under the companies Act, 2013.

10. Auditor''s Report:

The Auditor''s Report is not qualified. The Auditors, in their Report, have referred to the notes forming part of the accounts. The said notes are self-explanatory and do not require any further clarifications.

11. Fixed Deposits:

Your Company has not accepted any fixed deposits.

12. Energy, Technology and Foreign Exchange:

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given vide Annexure-2 and forms part of this Report.

13. Particulars of Employees:

The statement of Particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the company.

14. Directors'' Responsibility Statement:

The Directors state that:

(i) In the preparation of the annual accounts for the financial year ended 2013-14, the applicable accounting standards had been followed along with proper explanation relating to material departures

(ii) The Directors had 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 2013-14 and of the profit or loss of the Company for that period ;

(iii) The Directors had 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 for that period ;

(iv) The Directors had prepared the annual accounts on a going concern basis.

15. Compliance Certificate

The Company has obtained a compliance certificate as required u/s. 383A of the Companies Act, 1956 which is attached herewith, forming part of this report.

16. Cost Audit

Pursuant to the directives of the Ministry of Corporate Affairs, your Company appointed Mr. K. H. Shah proprietor of M/s. K. H. Shah & Co. Cost Accountants as cost Auditor of the Company under Section 233B of the Companies Act, 1956 for the year 2013-2014. The Cost Audit Report for the year ended 31st March, 2014 will be submitted to the Ministry within the stipulated time.

17. Personnel / Industrial relations:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects.

18. Acknowledgement:

Your Directors wish to place on record their deep appreciation and thanks to all the Banks, Central and State Government and Local Authorities and all stakeholders for their continued co-operation in the progress of your Company.

Your Directors also wish to place on record their wholehearted thanks for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors For SHILCHAR TECHNOLOGIES LIMITED

Place: Bil, District Vadodara ALAY SHAH Date: 24.05.2014 MANAGING DIRECTOR

Mar 31, 2013

The Directors have pleasure in presenting the Twenty Seventh Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2013.

1. Financial Results:

[Rupees in Lacs]

Particulars 2012-13 2011-12

Revenue from Operations 7274.29 8294.16

Other Income 154.44 55.74

Total Revenue 7428.73 8349.90

Less: Expenses before Interest and Depreciation 6862.37 7780.93

Less: (a) Interest 271.41 402.26

(b) Depreciation 102.54 106.96

Profit before Tax & Extra ordinary Items 192.40 59.75

Add: Excess Provision for Expenses Written Back 1.66 3.33

Less: Prior year''s Income Tax Adjustment 2.54 (0.44)

Profit Before Taxation 191.52 62.65

Less: Tax Expenses

Current Tax 75.50 30.00

Deferred Tax (13.20) (9.23)

Profit after Tax 129.22 41.88

Balance brought forward from previous year''s amount available for appropriation 982.82 963.13

Balance available for appropriation 1112.06 1004.98

APPROPRIATION

Proposed Dividend on Equity Share 19.07 19.07

Corporate Dividend Tax on above 3.09 3.09

Balance Carried over to next year 1089.91 982.82

2. Dividend:

For the year under review, your Directors have recommended a dividend of Rs.0.50 paisa per share (i.e. 5%) on Company''s paid up equity share capital comprising of 38,13,400 equity shares of Rs. 10/- each. Thus, the total dividend outgo for the current fiscal will amount to Rs. 22,16,024/- including dividend distribution tax of Rs.3,09,324/-.

3. Operational Highlights:

The Company earned operational income of Rs. 7274.29 lacs compared to Rs. 8294.16 lacs for the previous year. The other income is Rs. 154.44 lacs compared to Rs. 55.74 lacs in the previous year.

The total revenue for the year is Rs. 7428.73 lacs against Rs. 8349.90 lacs in the previous year. Profit after tax is Rs. 128.22 lacs as compared to previous year figure of Rs. 41.88 lacs.

During the period under review, the Company has strategically shifted its focused from state electricity boards to private sectors and put thrust on export front and developing market for transformers having application in renewable energy sector. This has impacted in terms of marginalized the sales volume but improved its margins and profitability.

4. Accreditation:

Your Company has been authorized by the Bureau of Energy Efficiency (BEE) for using three (4) Star Rating labels on its Distribution Transformers with the capacity of 25KVA/63KVA/100KVA and 200KVA, respectively.

The Company is also holding ISO 9001:2000 Certificate since September, 2004 for quality systems in relation to its factory located at village Bil, District Vadodara in the State of Gujarat.

5. Finance:

The Company has been optimally utilizing its fund based and non fund based working capital requirements as tied up with Bank of Baroda and Standard Chartered Bank, respectively. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. Management Discussion and Analysis:

The Management Discussion and Analysis Report is appended as Annexure-1 to this Report.

7. Corporate Governance:

A separate Section on Corporate Governance is included in the Annual Report and the certificate from the Company''s Auditors confirming the compliances of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed thereto, which forms part of the Director''s Report.

8. Directors:

Mr. Mukesh D. Patel and Mr. Jitendra C. Shah retire by rotation, and being eligible, offer themselves for re-appointment.

Mr. Rajesh Varma, Independent Director, resigned from the directorship owing to his personal reasons. The Board placed on record its sincere appreciation for the valuable contribution extended by Mr. Rajesh Varma during his tenure with the Company.

9. Auditors:

The Auditors, M/s. Naresh and Co., Chartered Accountants, Vadodara retire at the conclusion of the forthcoming Annual General Meeting and being eligible have expressed their willingness to be re-appointed. The Company has received a Certificate from M/s. Naresh and Company to the effect that their re-appointment, if made, will be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

10. Auditor''s Report:

The Auditor''s Report is not qualified. The Auditors, in their Report, have referred to the notes forming part of the accounts. The said notes are self-explanatory and do not require any further clarifications.

11. Fixed Deposits:

Your Company has not accepted any fixed deposits.

12. Energy, Technology and Foreign Exchange:

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given vide Annexure-2 and forms part of this Report.

13. Particulars of Employees:

The statement of Particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the company.

14. Directors'' Responsibility Statement:

The Directors state that:

(i) In the preparation of the annual accounts for the financial year ended 2012-13, the applicable accounting standards had been followed along with proper explanation relating to material departures

(ii) The Directors had 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 2012-13 and of the profit or loss of the Company for that period ;

(iii) The Directors had 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 for that period ;

(iv) The Directors had prepared the annual accounts on a going concern basis.

15. Compliance Certificate

The Company has obtained a compliance certificate as required u/s. 383A of the Companies Act, 1956 which is attached herewith, forming part of this report.

16. Cost Audit

Pursuant to the directives of the Ministry of Corporate Affairs, your Company appointed Mr. K. H. Shah proprietor of M/s. K. H. Shah & Co. Cost Accountants as cost Auditor of the Company under Section 233B of the Companies Act, 1956 for the year 2012-2013. The Cost Audit Report for the year ended 31st March, 2013 will be submitted to the Ministry within the stipulated time.

17. Personnel / Industrial relations:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects.

18. Acknowledgement:

Your Directors wish to place on record their deep appreciation and thanks to all the Banks, Central and State Government and Local Authorities and all stakeholders for their continued co-operation in the progress of your Company. Your Directors also wish to place on record their wholehearted thanks for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors

For SHILCHAR TECHNOLOGIES LIMITED

Place: Bil, District Vadodara ALAY SHAH

Date: 04.05.2013 MANAGING DIRECTOR

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2012.

1. Financial Results:

[Rupees in Lacs]

Particulars 2011-12 2010-11

Revenue from Operations 8294.16 9347.09

Other Income 55.74 72.32

Total Revenue 8349.90 9419.41

Less: Expenses before Interest and Depreciation 7757.55 8792.05

Less: (a) Interest 425.67 351.19

(b) Depreciation 106.96 98.87

Profit before Tax & Extra ordinary Items 59.72 177.30

Add: Interest on Income tax Refunds 0.00 1.61

Add: Excess Provision for Expenses Written Back 3.33 0.38

Less: Foreign Currency Moneytary Item Translation Difference

Account Written off 0.00 2.47

Less: Prior year's Income Tax Adjustment (0.44) (2.25)

Profit Before Taxation 62.62 179.08

Less: Tax Expenses

Current Tax 30.00 67.35 Tax of Earlier Year 0.00 0.00

Deferred Tax (9.23) (4.45)

Profit after Tax 41.85 116.19

Balance brought forward from previous year's amount

available for appropriation 963.13 869.17

Balance available for appropriation 1004.98 985.37

APPROPRIATION

Transfer to Foreign currency Monetary Item

Transaction Difference 0.00 0.11

Proposed Dividend on Equity Share 19.07 19.07

Corporate Dividend Tax on above 3.09 3.17

Balance Carried over to next year 982.82 963.13

2. Dividend:

For the year under review, your Directors have recommended a dividend of Rs. 0.50/- per share (i.e. 5%) on Company's paid up equity share capital comprising of 38,13,400 equity shares of Rs. 10/- each. Thus, the total dividend outgo for the current fiscal will amount to Rs. 22.16 lacs including dividend distribution tax of Rs. 3.09 lacs.

3. Operational Highlights:

The Company earned operational income of Rs.8294.16 lacs compared to Rs. 9347.09 lacs for the previous year. The other income is Rs. 55.74 lacs compared to Rs.72.31 lacs in the previous year. The total revenue for the year is Rs.8349.90 lacs against Rs.9419.41 lacs in the previous year. Profit after tax is Rs.41.85 lacs as compared to previous year figure of Rs.116.19 lacs. The Company has witnessed decrease of 12.80% and 177.65% in earning revenue and net profit, respectively over previous year.

During the period under review, the Company has begun supplying transformers for renewable energy sector and concentrated more on export market.

4. Accreditation:

Your Company has been authorized by the Bureau of Energy Efficiency (BEE) for using three (4) Star Rating labels on its Distribution Transformers with the capacity of 25KVA/63KVA/100KVA and 200KVA, respectively.

The Company is also holding ISO 9001:2000 Certificate since September, 2004 for quality systems in relation to its factory located at village Bil, District Vadodara in the State of Gujarat.

5. Finance:

The Company has been optimally utilizing its fund based and non fund based working capital requirements as tied up with Bank of Baroda and Standard Chartered Bank, respectively. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges in increase rate scenario through out the year.

6. Management Discussion and Analysis:

The Management Discussion and Analysis Report is appended as Annexure-1 to this Report.

7. Corporate Governance:

A separate Section on Corporate Governance is included in the Annual Report and the certificate from the Company's Auditors confirming the compliances of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed thereto, which forms part of the Director's Report.

8. Directors:

Mr. Ashesh J. Shah and Mr. Kirtikant P. Shah retire by rotation, and being eligible, offer themselves for re-appointment.

9. Auditors:

The Auditors, M/s. Naresh and Co., Chartered Accountants, Vadodara retire at the conclusion of the forthcoming Annual General Meeting and being eligible have expressed their willingness to be re-appointed. The Company has received a Certificate from M/s. Naresh and Company to the effect that their re-appointment, if made, will be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

10. Auditor's Report:

The Auditors, in their Report, have referred to the notes forming part of the accounts. The said notes are self-explanatory.

11. Fixed Deposits:

Your Company has not accepted any fixed deposits.

12. Energy, Technology and Foreign Exchange:

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given vide Annexure-2 and forms part of this Report.

13. Particulars of Employees:

The statement of Particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the company.

14. Directors' Responsibility Statement:

The Directors state that:

(i) in the preparation of the annual accounts for the financial year ended 2011-12, the applicable accounting standards had been followed along with proper explanation relating to material departures

(ii) the Directors had 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 2011-12 and of the profit or loss of the Company for that period ;

(iii) the Directors had 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 for that period ;

(iv) the Directors had prepared the annual accounts on a going concern basis.

15. Compliance Certificate

The Company has obtained a compliance certificate as required u/s. 383A of the Companies Act, 1956 which is attached herewith, forming part of this report.

16. Personnel / Industrial relations:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects.

15.Acknowledgement:

Your Directors wish to place on record their deep appreciation and thanks to all the Banks, Central and State Government and Local Authorities and all stakeholders for their continued co-operation in the progress of your Company.

Your Directors also wish to place on record their wholehearted thanks for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors

For SHILCHAR TECHNOLOGIES LIMITED

Place: Bil, District Vadodara ALAY SHAH

Date: 12.05.2012 M.D.

Mar 31, 2011

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2011.

1. Financial Results

(Rs. in Lacs)

Particulars 2010-2011 2009-2010

Sales (net of excise duty) and other income 9347.09 7108.33

Profit Before Interest and Depreciation 614.07 590.56

Less :

a) Interest 337.90 206.68

b) Depreciation 98.87 95.46

PROFIT / LOSS BEFORE TAX & EXTRA ORDINARY 177.30 288.42 ITEMS

Add : Interest on I.T.Refunds 1.61 0.45

Add : Excess Provision written back 0.38 0.18

Less : Prior years I T Adjustments (2.25) 44.21

Less : Foreign currency Montetary Item Translation Difference Account Write Off 2.47 2.70

PROFIT BEFORE TAXATION 179.08 242.14

Provision for Tax - Current 67.35 80.00

- Deferred (4.47) 8.60

PROFIT AFTER TAX 116.20 153.54

Balance brought forward from previous year 869.17 760.24

Amount available for appropriation 985.37 913.78

APPROPRIATION

Transfer to Foreign currency Monetary Item 0.11 0.00 Translation Difference

Proposd Dividend on Equity Share 19.07 38.13

Corporate Dividend Tax on above 3.17 6.48

Balance Carried over to next year 963.13 869.17

2. Dividend:

Your Directors recommend 5% dividend on Companys paid up equity share capital comprising of 38,13,400 equity shares of Rs. 10/ - each. Thus, the total dividend outgo for the current fiscal will amount to Rs. 21.54 lacs including dividend distribution tax of Rs. 3.17 lacs as against Rs. 44.61 lacs including dividend distribution tax of Rs. 6.48 lacs in the previous year.

3. Operational Highlights:

During the year under review, your Company has achieved Sales of Rs. 9347.09 lacs as against Rs. 7108.33 lacs in the preceding year, showing volume growth of around 31.49%. Out of the total sales, the Company has achieved sales worth Rs. 7841.81 lacs towards sales of Distribution & Power Transformers which accounts for around 84.58% of total sales. The exports of the Company steadily grew from Rs. 846.44 lacs in the previous year to Rs. 904.52 lacs in the current year.

The Company has recorded a profit after tax Rs.116.20 lacs as compared to Rs. 153.54 lacs in the financial year ended 2009-10. The margins are depleted due to increase in raw material prices, manufacturing and operating cost and finance cost. The efforts are made to reduce operating and finance cost, to minimize movement of raw materials, components and labour, to improve designs and lay outs and to enhance overall efficiency. Simultaneously, the Company is developing energy efficient transformers having application in Solar, Windmill and Hydel projects. This Green initiative adopted by your Company will apart from contributing towards social cause will help in achieving better yields and to lead for improving bottom line.

4. Accreditation:

Your Company has been authorized by the Bureau of Energy Efficiency (BEE) for using three (3) Star Rating labels on its Distribution Transformers with the capacity of 25KVA/63KVA/100KVA and 200KVA, respectively and during the period under review, it has applied for upgrading the same to four (4) Star Rating labels.

The Company is also holding ISO 9001:2000 Certificate since September, 2004 for quality systems in relation to its factory located at village Bil, District Vadodara in the State of Gujarat.

5. Finance:

The Company has been optimally utilizing its fund based and non fund based working capital requirements as tied up with Bank of Baroda and Standard Chartered Bank, respectively. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. Management Discussion and Analysis:

The Management Discussion and Analysis Report is appended as Annexure-1 to this Report.

7. Corporate Governance:

A separate Section on Corporate Governance is included in the Annual Report and the certificate from the Companys Auditors confirming the compliances of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed thereto, which forms part of the Directors Report.

8. Directors:

Mr. O. P. Khanna and Mr. Rajesh Varma retire by rotation, and being eligible, offer themselves for re-appointment.

9. Auditors:

The Auditors, M/s. Naresh and Co., Chartered Accountants, Vadodara retire at the conclusion of the forthcoming Annual General Meeting and being eligible have expressed their willingness to be re-appointed. The Company has received a Certificate from M/ s. Naresh and Company to the effect that their re-appointment, if made, will be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

10. Auditors Report:

The Auditors, in their Report, have referred to the notes forming part of the accounts. The said notes are self-explanatory.

11. Fixed Deposits:

Your Company has not accepted any fixed deposits.

12. Energy, Technology and Foreign Exchange:

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given vide Annexure-2 and forms part of this Report.

13. Particulars of Employees:

The statement of Particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the company.

14. Directors Responsibility Statement:

The Directors state that:

(i) in the preparation of the annual accounts for the financial year ended 2010-11, the applicable accounting standards had been followed along with proper explanation relating to material departures

(ii) the Directors had 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 2010-11 and of the profit or loss of the Company for that period ;

(iii) the Directors had 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 for that period ;

(iv) the Directors had prepared the annual accounts on a going concern basis.

15. Compliance Certificate

The Company has obtained a compliance certificate as required u/s. 383A of the Companies Act, 1956 which is attached herewith, forming part of this report.

16. Personnel / Industrial relations:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects.

17. Acknowledgement:

Your Directors wish to place on record their deep appreciation and thanks to all the Banks, Central and State Government and

Local Authorities and all stakeholders for their continued co-operation in the progress of your Company.

Your Directors also wish to place on record their wholehearted thanks for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors For SHILCHAR TECHNOLOGIES LIMITED

JITENDRA C. SHAH CHAIRMAN

Place: Bil, Dist. Vadodara Date : 28.05.2011

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31 st March 2010.

1. Financial Results

(Rs. in Lacs)

Particulars 2009-2010 2008-2009

Sales (net of excise duty) and other income 7108.33 4712.58

Profit Before Interest and Depreciation 590.56 265.26 Less:

a) Interest 206.68 166.38

b) Depreciation 95.46 95.33

PROFIT/LOSS BEFORE TAX & EXTRA ORDINARY 288.42 3.55 ITEMS

Add interest on I.TRefunds 0.45 0.00

Add: Excess Provisionwrittln back 0.18 0.35

Less: Prior years IT Adjustments 44.21 (2.62)

Less: Foreign currency Monetary Item Translation

Difference Account Write Off 2.70 0.00

PROFIT BEFORE TAXATION 242.14 6.52

Provision for Tax - Current 80.00 0.74

- FBT 0.00 2.20

- Deferred 8.60 1.41

PROFITAFTERTAX 153.54 2.17

Balance brought forward from previous year 760.24 790.59

Amount available for appropriation 913.78 792.76 APPROPRIATION

Transfer to Foreign currency Monetary Item 0.00 10.21 Translation Difference

Proposd Dividend on Equity Share 38.13 19.07

Corporate Dividend Tax on above 6.48 3.24

Balance Carried over to next year 869.17 760.24

2. Dividend:

Your Directors recommend 10% Dividend on Companys paid up equity share capital comprising of 38,13,400 equity shares of Rs. 10/- each. Thus, the total dividend outgo for the current fiscal will amount to Rs. 44.62 lacs including dividend distribution tax of Rs. 6.49 lacs as against Rs. 22.30 lacs including dividend distribution tax of Rs. 3.24 lacs in the previous year.

3. Operational Highlights:

India has shown a remarkable resilience in recovering from the global economic slow down. The GDP growth which plunged from three years average of over 9 per cent to 6.7 per cent in 2008-09 is moved up at around 7.2 per cent in 2009-10. Indias exports have been expanding since October, 2009. Similarly industrial sector recovery is increasingly becoming broad based. Corporate sector has also recorded improved profitability. Service Sector activities have shown buoyancy. Besides, there is a sustained increase in bank credit. The Reserve Bankof India, the apexbank has optimistically place GDP growth rate at 8% for the FY 2010-11.

Although the fiscal year 2009-10 did not witness any colorful ups and downs but it has wonderfully scored in one respect, by bringing in arid providing stability and growth momentum to the Indian economy. On downside risks, the uncertainty still persisted about the pace and shape of global recovery and private demand in major advanced economies. The peaked inflation and hardening of energy pnces are causing concern. However, with the kind of visionary support extended and zeal shown by the government in pushing forward the reforms agenda during such tough time, this would surety help Industries and other sectors to excel in their respective performances and to successful meetwith all types of challenges.

During the year under review, your Company has regained its position what it was in 2007-08 and achieved Sales of Rs.7108.33 lacs as against Rs.4712.58 lacs in the preceding year, showing volume growth of 50.84%. Out of the total sales, the Company has aehieved sales worth Rs.5787.10 lacs towards sales of Distribution Transformers which accounts for 81.41% of total sales. The exports of the Company grew marginally from Rs. 844.57 lacs in the previous year to Rs. 846.44 lacs in the current year. However, the Company has made headway in exporting distribution transformers which constitutes almost 42% of the exports sales.The Company has recorded a net profit of Rs. 153.54 lacs from Rs. 2.17 lacs in the financial year ended 2008-09. The operatingrnarginsforthe financial yearended 2009-10 were at Rs.242.14 lacs as compared to Rs.6.52 lacs in Ihe previous yearJThiiheatthypeffonttancewill certainly help the Company in accelerating its growth in the current fiscal year.

4. Accrediation:

Your Directors are pleased to inform you that during the year under review, your Company has participated in the Bureau of Energy Efficiencys Voluntary Scheme for energy efficiency labeling, May, 2006 (Scheme) and has been authorized by the said Bureau for using three (3) Star Rating labels on its Distribution Transformers with the capacity of 25KVA/63KVA/ 100KVAand200KVA, respectively.

The Company is also holding ISO 9001:2000 Certificate since September, 2004 for quality systems in relation to its factory located at village Bil, District Vadodara in the State of Gujarat.

5. Finance:

The Company has adequately arranged its fund based and non fund based working capital requirements from Bank of Baroda and Standard Chartered Bank, respectively. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. Employee Stock Option Scheme:

Members approval was obtained at the Annual General Meeting held on 30.07.2009 for introduction of Employees Stock Option Scheme (ESOS)-2009. However, considering low response from employees as well as low volume of trading of shares, the Remuneration Committee decided not to implement the said stock option scheme till further decision taken in this regard. Hence, during the FY 2009-10, the Company did not have any stock option scheme.

7. Management Discussion and Analysis:

The Management Discussion and Analysis Report is appended asAnnexure-1 to this Report.

8. Corporate Governance:

A separate Section on Corporate Governance is included in the Annual Report and the certificate from the Companys Auditors confirming the compliance&if <5onditÃÂ»ons on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed thereto, which forms part of the Directors Report.

9. Directors:

Mr. Mukesh D. Patel and Mr. Jitendra C. Shah retileby rotation, and being eligible, offer themselves for re- appointment.

10. Auditors:

The Auditors, M/s. Naresh and Co., Chartered Accountants, Vadodara retire at the conclusion of the forthcoming Annual General Meeting and being eligible have expressed their willingness to be re-appointed. The Company has received a Certificate from M/s. Naresh and Company to the effect that their re-appointment, if made, will be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956. The statutory auditors have also confirmed that they hold a vald cerilftcate Issued by the "Peer Review Board" of the Institute of Chartered Accounteuts of India.

11. Auditors Report:

The Audirots Report is self explanatory and does not require any further clarifications.

12. Fixed Deposits:

Your Company has not accepted any fixed deposits.

13. Energy, Technology and Foreign Exchange:

In accordance with the requirements of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given vide Annexure-2 and forms part of this Report.

14. Particulars of Employees:

The statement of Particulars of Employees pursuant to Section 217 (2A) of the CompaniesAct, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the company.

15. Directors Responsibility Statement:

The Directors state that:

(i)in the preparation of the annual accounts for the financial year ended 2009-10, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii)the Directors had selected such accounting made judgements and estimates that are reasonable and prudent so as to give a true and fair view of thl state of affairs of the Company at the end of the fjfiancial year 2009-10 and of the profit or loss of the Corifpany for that period ;

(iii)the Directors had taken pfbper and sufficient cam for tha maintenance of adequate accounting records in accordance with the provi|ion of this Act for safeguarding the assets of the Company for that period ;

(iv)the Directors had prepared the annual accounts 0ft a gofri$ concern basis.

16. Compliance Certificate:

The Company has obtained a compliance cerfiftcaie as requited u/s. 383A of the Companies Act, 1956 which is attached herewith, forming part of this report.

17. Personnel / Industrial relations:

During the penod under review, the personal and industrial relations with the employees remained cordial in all respects.

18. Acknowledgement:

Your Directors wish to place on record their deep appreciation and thanks to all the Banks, Central and State Government and Local Authorities and all stakeholders for their continued co-operation in the progress of your Company.

Your Directors also wish to place on record their wholehearted thanks for the dedicated services rendered by the employees of the Company.

By order of the Board of Directors For SHILCHAR TECHNOLOGIES LIMITED

Place: Bil, Dist. Vadodara JITENDRA C. SHAH

Date: 28.04.2010 CHAIRMAN

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