Shivalik Bimetal Controls Limited has submitted its Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26, providing a comprehensive standalone disclosure of its environmental, social, and governance (ESG) performance. Incorporated in 1984 and listed on both the National Stock Exchange of India Limited and Bombay Stock Exchange, the company manufactures thermostatic bimetal/trimetal strips and electron beam welded shunt strips, with exports accounting for 56.65% of total turnover and operations spanning 16 states domestically and 38 countries internationally.

Business Overview and Financial Parameters

The company's two core product lines together account for 100% of its turnover, with thermostatic bimetal/trimetal strips contributing 50.04% and EB welded shunt strips contributing 49.93% of total turnover. Under CSR applicability as per Section 135 of the Companies Act, 2013, the company reported a turnover of ₹46,195.39 Lakhs and a net worth of ₹44,931.25 Lakhs. The company holds a paid-up capital of ₹11,52,08,400 and operates through 3 national locations (2 plants, 1 office) and 1 international office, with a new manufacturing facility being set up at Pune, Maharashtra.

The following table summarises key business and financial parameters:

Workforce and Employee Well-Being

As at the end of FY 2025-26, the company had 191 permanent employees and 838 total workers (589 permanent and 249 other than permanent). The workforce is predominantly male, with women comprising 4.71% of permanent employees and 1.43% of total workers. Women hold 20% representation on the Board of Directors (2 out of 10) and 20% among Key Managerial Personnel (1 out of 5).

The following table presents the workforce composition:

Well-being spending as a percentage of total revenue stood at 0.30% in FY 2025-26, compared to 0.31% in FY 2024-25. The company is certified under ISO 45001:2018 for its Occupational Health and Safety Management System. The Lost Time Injury Frequency Rate (LTIFR) for workers was reported at 2.28 per one million person-hours worked in FY 2025-26, with 5 total recordable work-related injuries among workers and zero fatalities recorded during the year.

Environmental Performance

The company's total energy consumption in FY 2025-26 was 31,014.08 GJ, of which 28,807.23 GJ was sourced from renewable sources—primarily hydro power grids and installed solar plants. Solar plants contributed 2,794.03 GJ of the renewable total. Non-renewable energy consumption stood at 2,206.85 GJ. Energy intensity per rupee of turnover was 0.000006714 for FY 2025-26, compared to 0.000006534 in FY 2024-25.

Total water withdrawal and consumption was 13,318 kilolitres in FY 2025-26. The company treated a total of 9,724 KL of water and discharged 9,286.70 KL, with 3,180 KL recycled and reused in the production process and 4,261.70 KL reused for washroom facilities and gardening. Effluent Treatment Plants (ETPs) and Sewage Treatment Plants (STPs) are installed across operations to support wastewater treatment and reuse.

Total waste generated in FY 2025-26 amounted to 956.55 metric tonnes, comprising plastic waste (10.24 MT), e-waste (0.75 MT), bio-medical waste (0.0013 MT), other hazardous waste including ETP sludge and used oil (5.15 MT), and other non-hazardous waste (940.41 MT). Of total waste, 769.34 metric tonnes was disposed via authorised channels, and 187.20 metric tonnes was recovered through recycling or other operations.

Scope 1 GHG emissions were 156.10 metric tonnes of CO2 equivalent in FY 2025-26, compared to 171.71 metric tonnes in FY 2024-25. Scope 2 emissions were not separately reported. The company confirmed full compliance with applicable environmental laws including the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, and the Environment Protection Act, and holds a valid No Objection Certificate from the Pollution Control Board.

CSR and Social Initiatives

The company undertook several CSR initiatives in FY 2025-26 aligned with its sustainability objectives. Key highlights include:

• Mobile Healthcare Unit (MHU): Implemented in partnership with HelpAge India, the program registered 3,378 new beneficiaries, delivered 12,263 medical treatments, and performed 3,105 blood sugar screenings across 12 scheduled regular sites and 24 specialized health camps in Himachal Pradesh. FY 2025-26 marks the second consecutive year of this initiative.
• Quality Education: Approximately 37% of total CSR expenditure was directed towards education, supporting renovation, classroom and laboratory development, and provision of learning resources in government schools.
• Zero Hunger: In partnership with the Annamrita Foundation under the PM POSHAN Programme, the company contributed to the provision of nutritious mid-day meals to more than 1,400 government school children annually. FY 2025-26 marks the second consecutive year of this initiative.
• Tree Plantation: Over 600 saplings were planted in and around manufacturing facilities in collaboration with the Forest Department, Solan (Himachal Pradesh), marking the third consecutive year of this initiative.

Governance, Compliance, and Stakeholder Engagement

The company reported zero monetary penalties, zero disciplinary actions for bribery or corruption, and zero complaints related to conflict of interest for both directors and KMPs in FY 2025-26. Accounts payable days stood at 34 days in FY 2025-26, compared to 47 days in FY 2024-25. Related party purchases as a share of total purchases were 9.36% and related party sales as a share of total sales were 0.23% in FY 2025-26.

All nine principles of the National Guidelines on Responsible Business Conduct (NGRBC) are covered by the company's policies, which have been approved by the Board and translated into procedures. The company is affiliated with four trade and industry associations, including the Indian Electrical and Electronics Manufacturers Association (IEEMA), Indo-German Chamber of Commerce, Engineering Export Promotional Council of India, and Electronic Industries Association of India. A BRSR Committee has been constituted by the Board, with Mr. Kabir Ghumman, Managing Director, identified as the highest authority responsible for implementation and oversight of the Business Responsibility policy.

Shivalik Bimetal Controls Limited has convened its 42nd Annual General Meeting (AGM) for September 2, 2026, to address critical governance changes including the appointment of a new statutory auditor and an alteration to its Articles of Association. The meeting follows the resignation of M/s. Arora Gupta & Co. Chartered Accountants due to professional commitments and resource constraints. Shareholders are asked to approve the appointment of M/s. Walker Chandiok & Co LLP as statutory auditors to fill the casual vacancy effective August 7, 2026, and subsequently for a five-year term until the conclusion of the 47th AGM. Additionally, the Board seeks approval to amend the Articles of Association to enable the issuance of various marketable securities, including warrants and convertible instruments, providing greater flexibility for future capital raising initiatives.

Governance and Auditor Transition

The transition in statutory audit oversight is a key agenda item for the upcoming AGM. M/s. Arora Gupta & Co. Chartered Accountants (FR No. 021313C) resigned with effect from August 6, 2026, citing practical difficulties in deploying adequate audit resources commensurate with the company's expanded audit requirements. Their last limited review report was submitted on August 6, 2026, covering the quarter ended June 30, 2026.

To fill this casual vacancy, the Board appointed M/s. Walker Chandiok & Co LLP (FRN: 001076N/N500013) effective August 7, 2026. This firm, established in 1935 and converted to an LLP in 2014, is one of India’s largest audit firms with over 2,215 personnel across 16 cities. The proposed remuneration for Walker Chandiok & Co LLP is ₹60 lakh per annum plus applicable taxes and out-of-pocket expenses. The Board noted no material change in fees compared to the outgoing auditor. Shareholders must approve this appointment via an Ordinary Resolution at the AGM, as required under Section 139(8) of the Companies Act, 2013.

Alteration of Articles of Association

The second major resolution involves amending the Articles of Association (AoA) to broaden the company’s capital raising capabilities. Currently, the AoA primarily addresses equity share issuance. The proposed amendments, subject to shareholder approval via Special Resolution, will explicitly permit the issuance of:

• Equity shares with differential voting or dividend rights.
• Preference share capital.
• Convertible securities (fully or partly convertible).
• Warrants convertible into equity shares.
• Non-convertible securities.

Management clarified that these changes are enabling in nature and do not authorize any immediate issuance of securities. Any future issuance will remain subject to SEBI regulations, the Companies Act, 2013, and further shareholder approvals. This structural update positions Shivalik Bimetal Controls to access diverse funding instruments without requiring repeated AoA amendments.

Director Re-appointment and Cost Auditor Ratification

Mr. Kabir Ghuman (DIN: 01294801), Managing Director, retires by rotation and offers himself for re-appointment. Mr. Ghuman, who joined the Board on August 29, 2024, holds a Bachelor’s degree in Mechanical Engineering and has over 16 years of experience with the company. His remuneration remains unchanged at ₹2 crore annually. He currently holds 2,183,250 shares in the company.

Additionally, shareholders are asked to ratify the remuneration of Mr. Ramawatar Sunar (FRN: 100691), Cost Auditor, for the financial year 2026-27. The approved remuneration is ₹1.75 lakh per annum plus taxes and expenses, as recommended by the Audit Committee.

Financial Context and Dividend Details

These governance updates follow a strong financial performance in FY26, where consolidated revenue grew 12.3% year-on-year to ₹570.9 crore, and profit after tax rose 24.8% to ₹95.8 crore. The Board had previously declared an interim dividend of ₹2 per equity share, paid on February 27, 2026. A final dividend of ₹2 per equity share is proposed for FY26, subject to AGM approval. The total dividend payout for FY26 stands at ₹4 per share, amounting to ₹23.04 crore. The record date for determining entitlement to the final dividend is fixed as August 26, 2026. The Register of Members and Share Transfer Books will remain closed from August 27, 2026, to September 2, 2026.

AGM Logistics and Voting

The 42nd AGM will be held via Video Conferencing/Other Audio-Visual Means (VC/OAVM) on September 2, 2026, at 10:30 a.m. IST. Remote e-voting will commence on August 30, 2026, at 9:00 a.m. IST and conclude on September 1, 2026, at 5:00 p.m. IST. M/s. Amit Saxena & Associates has been appointed as the scrutinizer for the voting process. Institutional investors and members holding more than 2% of shares are exempt from the first-come-first-served attendance restriction.