Your Directors take pleasure in presenting the 24^th (Twenty Fourth) Integrated Annual Report along with the Audited Standalone
and Consolidated Financial Statements of the Company for the Financial Year ended March 31,2026.

FINANCIAL HIGHLIGHTS

The highlights of the financial performance of the Company, for the financial year ended March 31,2026 are as below:

Note: Figures for the previous periods have been regrouped and reclassified, wherever necessary.

Further, Comparison of Standalone and Consolidated product wise Sales of the Current financial year to the Previous financial year
is as mentioned below:

STANDALONE

FINANCIAL PERFORMANCE

The Standalone Revenue from Operations and Other Income
for the financial year 2025-26 stood at H7,103.75 crores (P.Y
H6,623.68 crores) representing an increase of 7.25 %. During the
financial year ended 31^st March, 2026, your Company recorded
a profit before tax of H743.79 crores as against H660.46 crores
in previous financial year an increase of 12.62 %. Net profit after
tax also increased by 12.91 % at H552.85 crores compared to
H489.62 crores in previous financial year. EBIDTA was increased
from H921.34 crore in F.Y 2024-25 to HI,033.92 crores in
F.Y 2025-26.

The Consolidated Revenue from Operations and Other
Income has increased from H15,389.26 crores in F.Y 2024-25

to H18,755.82 crores in F.Y 2025-26 representing a growth of
21.88%. PBT increased from H1,241.19 crores in F.Y 2024-25
to H1,462.37 crores in the F.Y 2025-26, a growth of 17.82 %.
PAT increased from H909.26 crores in F.Y 2024-25 to H1,060.17
crores in F.Y 2025-26, an increase of 16.60 %. EBIDTA increased
from H2,096.16 crores in F.Y 2024-25 to H2,536.65 crores in F.Y.
2025-26 i.e., an increase of 21.01%.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the
reserve from surplus during the current financial year.

OPERATIONAL HIGHLIGHTS

Brief highlight of the production on Y-O-Y basis of the Company
in comparison to the installed capacity is as mentioned below:

During FY''26, production of steel increased by 9.66 % (y-o-y) to
hit a record of 5.45 MTPA as against 4.97 MTPA in FY''25, whereas
the sales of various steel products during FY''26, also reached
the highest ever level of 2.35 MTPA, an increase of 17.50 %
(y-o-y) as compared to 2.00 MTPA in FY''25.

On Consolidated basis the production increased from 10.67
MTPA to 12.13 MTPA, a growth of around 13.68 % y-o-y basis,
whereas Sales increased from 3.94 MTPA to 4.94 MTPA, a growth
of 25.38 % y-o-y basis.

STATE OF COMPANY''S AFFAIRS

Shyam Metalics and Energy Ltd. is a leading integrated metal
producing company with a focus on long steel products, ferro
alloys, Aluminium and Stainless Steel. It is amongst the largest
producers of ferro alloys in terms of installed capacity and the

fourth-largest player in the sponge iron industry. The Company
is primarily engaged in the production of long steel products
such as iron pellets, sponge iron, steel billets, TMT, structural
products, wire rods, and ferro alloys.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (''SEBI Listing Regulations''), the Board of
Directors of your Company had formulated and approved the
Dividend Distribution Policy which sets out the parameters and
circumstances to be considered by the Board in determining the
distribution of dividend to its shareholders and / or retaining
profits earned. The said Policy may be accessed on the website
of the Company at:

https://shyam-metalics-documents.s3.ap-south-1.

amazonaws.com/undefined/cfa3cedd-223c-4878-ac8e-

bc3ee2071716-Dividend_Distribution_Policy.pdf.

DIVIDEND

During the year under review, your Board had initially declared
an interim dividend @ 18% (H1.8/- per equity share) on 22^nd July,
2025. The same was paid on 2^nd August, 2025.

Further, the Board has recommended final dividend @ 27%
(H2.70/- per equity share) for the Financial Year 2025-26 on
11^th May, 2026 after evaluating the financial parameters of the
Company and the same to be recommended for the approval
of the Shareholders at the ensuing Annual General Meeting of
the Company.

The dividend recommendation is in accordance with the
Dividend Distribution Policy of the company. Further, in terms
of the provisions of the Finance Act, 2020, dividend shall be
taxed in the hands of shareholders and the Company shall
withhold tax at source at the applicable rates as per the Income
Tax Act, 1961.

CAPEX AND LIQUIDITY

During the period under review, the Company, on a consolidated
basis spent H8,630 Crores on capital projects largely towards
ongoing growth projects in India, essential sustenance and
replacement schemes. During the period under review, the
board has approved an additional capex cost of H2,700 crores by
planning to enhance their integrated capacity from 24.20 MTPA
to 28.57 MTPA in states of Orissa and West Bengal in phases
which will be implemented in Company and their wholly owned
step-down subsidiaries to expand its business in near future.

POWER

During FY''26, the power generation was 375 MW as against 333
MW in FY''25.

SMEL Employee Stock Incentive Plan - 2023
("ESIP-2023")

The SMEL Employee Stock Incentive Plan - 2023 (“ESIP-2023")
was approved by the Members of the Company through postal

ballot on 7^th July 2023 and subsequently amended and approved
by the Members at their meeting held on 21^st September 2023.
The ESIP-2023 comprises the following two schemes:

1. SMEL Performance ESOP Scheme (“ESOP-2023"); and

2. SMEL Loyalty ESOP Scheme (“ESOP II-2023").

The schemes provide for grant of stock options to eligible
employees of the Company and its subsidiary(ies), including
eligible Directors, in accordance with the terms of ESIP-2023
and applicable laws, including the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations").
The grant of stock options under ESIP-2023 does not form
part of the remuneration payable to any Executive and/or
Non-Executive Director.

Under ESOP-2023, the options are subject to vesting over a
period of four years in the ratio of 20%, 23%, 23% and 34% on
the first, second, third and fourth anniversaries, respectively, of
the respective grant dates. Under ESOP II-2023, the options vest
over a period of three years in the ratio of 40%, 30% and 30% on
the first, second and third anniversaries, respectively.

During the Financial Year 2025-26, the following transactions
were undertaken under ESIP-2023:

Grant of Stock Options

At its meeting held on 29^th August 2025, the Nomination and
Remuneration Committee granted 1,04,500 fresh stock options
to five (5) eligible employees under ESOP-2023 at an exercise
price of H679.43 per option, representing a discount of 25% to
the prevailing market price.

Vesting of Stock Options

During the year, the second tranche of options vested on the
second anniversary of the respective grant dates, as under:

• On 25^th September 2025, 1,38,598 options, representing
23% of the respective grants, vested in favour of 41 eligible
employees under ESOP-2023.

• On 27^th September 2025, 3,910 options, representing 23%
of the grant, vested in favour of one (1) eligible employee
under ESOP-2023; and 57,900 options, representing 30%
of the grant, vested in favour of five (5) eligible employees
under ESOP II-2023.

Exercise of Stock Options

On 24^th January 2026, four (4) eligible employees exercised
an aggregate of 57,900 vested options arising from the
second-anniversary vesting cycle under ESOP II-2023.

Out of the above, the following Directors exercised their vested
options under ESOP II-2023:

• Mr. Deepak Agarwal - 20,700 stock options

• Mr. Dev Kumar Tiwari - 15,600 stock options

The necessary accounting treatment in respect of the aforesaid
transactions has been made in the books of account for the
respective periods. The accounting policy and relevant
disclosures in accordance with Ind AS 102 - Share-based
Payment have been provided in the respective notes to the
Standalone and Consolidated Financial Statements.

Further, the disclosures in terms of Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 and under
Regulation 14 of the SEBI SBEB & SE Regulations are available on
the website of the Company. The Company has also obtained
a certificate from M/s MKB & Associates, Secretarial Auditor,
confirming that the ESIP-2023, comprising ESOP-2023 and ESOP
II-2023, has been implemented in accordance with the SEBI SBEB
& SE Regulations and the resolutions passed by the Members.
The said certificate shall be available for electronic inspection
by the Members during the ensuing Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material change(s) and commitment(s),
except elsewhere stated in this report, affecting the financial
position of the Company between the end of the financial year
of the Company i.e. March 31,2026 and the date of this Report.

There has been no change in the nature of business of the
Company during the financial year ended on March 31,2026.

CREDIT RATING

The Company has updated the financial credit rating to AA
(Stable) for long term banking facilities and A1 for short term
banking facilities by CRISIL. The rating emphasizes the financial
strength of the Company in terms of the highest safety with
regard to timely fulfilment of its financial obligations.

The above rating continues to draw strength from promoter''s
experience, operational efficiency by virtue of having an
integrated plant, production of value-added products fetching
higher margins, increasing profit levels and moderate its
financial position.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act,
2013 (“the Act"), the SEBI Listing Regulations and Ind AS, the
Audited Consolidated Financial Statements are provided in the
Annual Report.

SHARE CAPITAL

During the FY'' 2025-26, there was no change in the Authorised
Share Capital of the Company. The Authorised Share Capital of
the Company is H4,00,00,00,000/- (Rupees Four Hundred Crores)
divided into 40,00,00,000 Equity Shares of H10/- each.

There has been no change in the Paid-Up Capital of the Company
as on 31^st March, 2026. The Paid-Up Capital of the Company is
H2,79,13,18,530/- (Rupees Two Hundred Seventy-Nine Crore

Thirteen Lacs Eighteen Thousand Five Hundred And Thirty)
divided into 27,91,31,853 Equity Shares of H10/- each.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
COMPANIES

During the financial year 2025-26, Shyam SEL and Power Limited
(SSPL) was the Material Wholly Owned Subsidiary pursuant to
Regulation 16 of the SEBI Listing Regulations.

As on 31^st March, 2026, following are the step-down subsidiaries
of the company:

1. Shyam Energy Limited

2. Shree Venkateshwara Electrocast Private Limited

3. Ramsarup Industries Limited

4. Shyam Metalics International DMCC

5. S S Natural Resources Private Limited

6. Meadow Housing Private Limited

7. Whispering Developers Private Limited

8. Nirjhar Commodities Private Limited

9. Shree Sikhar Iron & Steel Private Limited

10. SMEL Steel Structural Private Ltd.

11. Star Metalworks Private Limited

Consequent upon the purchase of the entire stake of Star
Metalworks Private Limited by Shyam SEL and Power Limited
(SSPL) on 29^th October, 2025, it has become the wholly-owned
subsidiary of SSPL and Step-down subsidiary of SMEL.

Consequent upon acquisition of 26% Equity Share Capital in
Emerge Solar Projects Private Limited (“ESPPL") by Shyam SEL
and Power Limited on 14^th August, 2025, it has become an
Associate Company of SSPL.

An application was filed with the National Company Law Tribunal
(NCLT), Kolkata Bench, on 3^rd November, 2025, seeking approval
for the Scheme of Amalgamation of Shree Venkateshwara
Electrocast Private Limited, a step-down subsidiary of the
Company, with and into Shyam SEL & Power Limited (SSPL), a
material wholly owned subsidiary of the Company.

Board of Directors, at its meeting held on 24^th January,
2026, approved the voluntary liquidation of Shyam Metalics
International DMCC, incorporated in Dubai, UAE, being a
wholly owned subsidiary of Shyam SEL & Power Limited and
consequently a step-down subsidiary of the Company.

The Company has one Associate namely, Meghana Vyapaar
Private Limited and other Associates namely Kolhan Complex
Private Limited and Emerge Solar Projects Private Limited
through its subsidiary, SSPL.

The Company has one Joint Venture namely MJSJ Coal Limited
and another Joint Venture namely Kalinga Energy & Power
Limited through its subsidiary, SSPL.

During the year under review, the Board of Directors reviewed
the affairs of its subsidiaries. There has been no material change
in the nature of the business of the subsidiaries.

A separate statement containing performance and highlights
of Financial Statements of subsidiaries, associates and joint
ventures is provided in the prescribed Form AOC-1 as
Annexure - I and is annexed to this report pursuant to Section
129(3) of the Act read with Rule 5 of the companies (Accounts)
Rules, 2014.

Pursuant to the provision of section 136 of the Act, the Audited
Standalone and Consolidated financial statements of the
company for the financial year ended 31^st March 2026 along with
relevant documents and separate audited financial statements
in respect of subsidiaries are available on the website of the
Company at https://shyammetalics.com.

There have been no joint ventures and associates during
the year under review that have become or ceased to be
the joint ventures and associates, except of the companies
mentioned above.

The Company has formulated a policy for determining
“Material Subsidiary" in terms of Regulation 16(c) of SEBI
Listing Regulations. The policy may be accessed on the
website of the Company at: https://shyam-metalics-documents.
s3.ap-south-1.amazonaws.com/undefined/b4f4e630-3c03-
4fc5-8b99-db91016084e0-Policy-for-determining-
Material-Subsidiaries.pdf

DIRECTORS

During the period under review, Mr. Mahabir Prasad Agarwal
(DIN: 00235780) relinquished his position as Chairman and
Non-Executive Director of the Company with effect from the
close of business hours on May 9, 2025.

The Board places on record its sincere appreciation for the
extraordinary contribution of Mr. Agarwal, whose vision,
entrepreneurial spirit and steadfast leadership laid the
foundation of the Company and guided its growth over the
years. His strategic direction, commitment to excellence
and enduring values have been instrumental in shaping the
Company into a diversified and respected enterprise, creating
sustainable value for all stakeholders.

As a mark of deep respect and recognition of his remarkable
contribution to the Company''s growth and success, the Board
had conferred upon him the honorary designation of “Chairman
Emeritus". This distinction reflects the Board''s gratitude for
his invaluable guidance and leadership. While the position
does not involve any executive authority or management
responsibilities, the Board has resolved to continue inviting
Mr. Agarwal to attend all Board Meetings during his lifetime,
enabling the Company to benefit from his rich experience,
wisdom and counsel.

The members had approved the appointment of Mr. Brij Bhushan
Agarwal (DIN: 01125056) as Chairman and Managing Director of
the Company on 5^th July 2025 by means of Postal Ballot, pursuant
to his appointment as Executive Chairman by the Board at its
meeting held on May 9, 2025, based on the recommendation
of the Nomination and Remuneration Committee.

Mr. Brij Bhushan Agarwal has been associated with the
Company''s growth journey since inception and has played a
significant role in driving its strategic direction, operational
performance and long-term value creation. His extensive
industry experience, strong business acumen and deep
understanding of the Company''s operations have enabled the
organization to achieve sustained growth and strengthen its
position across its businesses.

The consolidation of leadership responsibilities under the office
of the Chairman and Managing Director reflects the Company''s
commitment to ensuring cohesive leadership, enhanced
strategic execution and greater organizational agility. The Board
is confident that under Mr. Brij Bhushan Agarwal''s stewardship,
the Company will continue to pursue its growth aspirations,
capitalize on emerging opportunities and create enduring value
for all stakeholders.

During the financial year under review, there has been the
following changes in the composition of the Board:

1. The Members had approved the re-appointment of
Mrs. Rajni Mishra (DIN: 07706571) as an Independent
Director of the Company for a second consecutive term
of five years commencing from February 12, 2026 to
February 11,2031, pursuant to the approval accorded by
the Board of Directors at its meeting held on November 7,
2025, based on the recommendation of the Nomination
and Remuneration Committee.

Mrs. Rajni Mishra is a qualified Company Secretary and
a distinguished corporate governance professional
with extensive experience in company law, regulatory
compliance, strategic management and board governance.
Having held leadership positions in listed companies
and served as an Independent Director on the boards
of reputed organizations, she brings valuable expertise
in governance, corporate restructuring, sustainability
and stakeholder engagement. The Board is of the view
that her rich professional experience, sound judgment
and deep understanding of regulatory and governance
matters will continue to provide valuable guidance to the
Board and contribute significantly towards strengthening
the Company''s governance framework and achieving its
long-term strategic objectives.

2. The Members had approved the appointment of
Mr. Subrata Bhattacharya (DIN: 03050155) as an
Independent Director of the Company for a first term of

five consecutive years commencing from February 1, 2026
to January 31,2031, through a Postal Ballot on March 13,
2026 pursuant to the approval accorded by the Board of
Directors at its meeting held on January 24, 2026, based on
the recommendation of the Nomination and Remuneration
Committee, wherein he was appointed as an Additional
Director in the category of Independent Director.

Mr. Subrata Bhattacharya is a highly accomplished
metallurgical professional with over 39 years of extensive
experience in the steel and stainless-steel industry,
encompassing operations, research and development,
sales and marketing, procurement, projects and
international business. Having held senior leadership
positions in reputed steel companies, including directorial
roles in leading stainless-steel organizations, he brings
significant industry expertise, strategic insight and
business acumen to the Board. The Board is of the opinion
that his rich experience, professional competence and
integrity will further strengthen the Board''s composition
and contribute meaningfully to the Company''s growth
and governance objectives.

3. Mr. Malay Kumar De (DIN: 00117655), Independent Director
had resigned from the directorship of the company w.e.f
20^th May, 2025 due to personal commitments and other
professional pre-occupations.

In terms of the provisions of Section 152 of the Act read with the
Articles of Association of the Company, Sheetij Agarwal (DIN:
08212992), Director retires by rotation and being eligible, offer
themselves for re-appointment. Members approval is being
sought at the ensuing AGM for their re-appointment.

Members of the Company had approved by mean of postal
Ballot on 23^rd December 2025, the Revision in Remuneration of
Mr. Sheetij Agarwal (DIN: 08212992) and Mr. Dev Kumar Tiwari
(DIN: 02432511), Whole Time Directors of the Company, for the
existing terms w.e.f. 1^st April, 2026 till 9^th November, 2028 and
w.e.f. 1^st April, 2025 till 27^th March, 2027 respectively. The revised
remuneration structure was approved by the Board based on
the recommendation of the Nomination and Remuneration
Committee.

During the financial year under review, Mr. Brij Bhushan
Agarwal, Chairman & Managing Director of the Company, has
received a remuneration of H2.65 crores from the Company.
Further, he has also drawn a remuneration of H2.70 crores from
M/s, Shyam Sel and Power Limited, the wholly owned material
subsidiary.

During the financial year under review, Mr. Sanjay Kumar
Agarwal, Joint Managing Director, of the Company has received
a remuneration of H67.50 lakhs from the Company. Further, he
has also drawn a remuneration of H69 lakhs from M/s. Shyam Sel
and Power Limited, the wholly owned material subsidiary.

During the period under Review, the Non-Executive Directors
(NEDs) of the Company had no pecuniary relationship or
transaction with the Company, other than the sitting fees and
commission, as applicable, received by them.

As on 31^st March, 2026 and in terms of Section 149 of the
Companies Act, 2013 Mr. Kishan Gopal Baldwa, Mr. Nand Gopal
Khaitan, Mr. Subrata Bhattacharya, Mr. Shashi Kumar,
Mr. Chandra Shekhar Verma and Ms. Rajni Mishra are the
Independent Directors of the Company.

In the opinion of the Board, all the Directors possess the requisite
qualification, experience and expertise and hold high standards
of integrity. The list of key skills, expertise and core competencies
of the Board is provided in the Corporate Governance Report
forming part of this Report. All the Independent Directors are
exempt from the requirement of passing the proficiency test.

KEY MANAGERIAL PERSONNEL''S (KMP)

In terms of Section 203 of the Companies Act, 2013, following
are the KMPs of the Company as on 31^st March, 2026:

a) Mr. Brij Bhushan Agarwal - Chairman and Managing Director

b) Mr. Sanjay Kumar Agarwal - Joint Managing Director

c) Mr. Deepak Agarwal - Whole-Time Director & Chief
Financial Officer

d) Mr. Sheetij Agarwal - Whole-time Director

e) Mr. Dev Kumar Tiwari - Whole-time Director

f) Mr. Birendra Kumar Jain - Company Secretary

Apart from the changes mentioned in Directors, there were no
changes in Key Managerial Personnel of the Company during
the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from each of the
Independent Directors that they, respectively, meet the criteria
of independence prescribed under Section 149 read with
Schedule IV of the Act and rules made thereunder, as well as
Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations.
Based on the declarations received, the Board considered the
independence of each of the Independent Directors in terms of
above provisions and is of the view that they fulfil the criteria
of independence and are independent from the management.

In terms of Section 150 of the Companies Act, 2013 and
rules framed thereunder, the Independent Directors of the
Company have registered themselves with the Indian Institute
of Corporate Affairs (IICA) and has confirmed to comply with
the requirements of Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014 (as amended), within
the prescribed timeline.

PERFORMANCE EVALUATION

The Company recognizes that a robust performance
evaluation framework is an essential element of good

corporate governance and contributes significantly towards
enhancing the effectiveness of the Board and its Committees.
Accordingly, an annual evaluation exercise was undertaken
during the year in respect of:

• The Board of Directors as a whole

• Various Committees of the Board

• Individual Directors, including the Chairman of the Board

Pursuant to the provisions of Section 178 of the Companies Act,
2013, the applicable provisions of the SEBI Listing Regulations
and the Guidance Note on Board Evaluation issued by SEBI,
the Company carried out a comprehensive evaluation of the
performance of the Board, its Committees and individual
Directors for the financial year ended 31^st March, 2026.

The evaluation framework was designed to assess the overall
effectiveness of the Board in discharging its responsibilities and
providing strategic direction to the Company. The assessment
also focused on the functioning and effectiveness of various
Board Committees, quality of deliberations, decision-making
processes, governance standards, and the contribution made
by individual Directors towards the achievement of the
Company''s objectives.

The evaluation of Directors included an assessment of their
participation in Board and Committee meetings, understanding
of the business and industry environment, contribution to
strategic discussions, guidance provided to management,
and commitment towards safeguarding the interests of all
stakeholders.

The evaluation process was conducted internally through
structured questionnaires covering various qualitative and
quantitative parameters. The Directors submitted their
responses independently and confidentially using a predefined
rating mechanism. The feedback received was reviewed and
deliberated upon by the Independent Directors at their
separate meeting, following which their observations and
recommendations were placed before the Chairman of the
Nomination and Remuneration Committee (“NRC").

The Independent Directors reviewed the performance of
the Chairman, Non-Independent Directors and the Board as
a whole at their separate meeting held on 30^th March, 2026.
Thereafter, the NRC, at its meeting held on 9^th May, 2026,
considered the evaluation outcome done by Independent
Directors and submitted its recommendations to the Board.

The Board of Directors, at its meeting held on 11^th May, 2026,
noted and discuss the evaluation done by Independent
Directors as recommended by NRC and also discussed the
evaluation results relating to its own performance, that of
its Committees and individual Directors. The performance
evaluation of the Independent Directors was carried out by

the entire Board, excluding the Independent Directors whose
performance was being evaluated.

Based on the evaluation exercise and the recommendations
received, the Board noted that its composition, functioning
and governance processes continue to remain effective and
are aligned with the Company''s long-term strategic objectives.
The Board also expressed satisfaction with the evaluation
process and its outcomes.

INDEPENDENT DIRECTORS MEETING

The Independent Directors held separate meetings on
23^rd January, 2026 and 30^th March 2026, in the absence of the
Non-Independent Directors and the managerial personnel.
The meetings provided an opportunity to review and assess the
overall effectiveness of the Board, its committees and individual
Directors, including the Chairman of the Company.

The Independent Directors also examined the quality, sufficiency
and timeliness of information flow from the management to
the Board and its Committees and considered whether such
information enabled the Directors to effectively discharge their
fiduciary and governance responsibilities. The deliberations
further covered various matters relating to Board processes,
governance standards and the overall functioning of the Board.

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

The details of the training and familiarization program
are provided in the Corporate Governance Report.
Further, at the time of the appointment of an independent
director, the Company issues a formal letter of
appointment outlining his / her role, function, duties and
responsibilities. The format of the letter of appointment
is available on our website, at https://shyammetalics.
com/static/media/familiarisation-programme_2024-
25.153a9c1a4002c9e440f8.pdf

BOARD AND COMMITTEES OF THE BOARD
Board Meetings:

The Board of Directors met 4 (four) times during the period
under review. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013
and the SEBI Listing Regulations. For further details, please refer
to the Report on Corporate Governance, which forms a part of
this Annual Report.

Committee of the Board:

Pursuant to the various requirements under the Act and the
SEBI Listing Regulations and to focus on specific areas and make
informed decisions in line with the delegated authority, the
Board of Directors has constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Executive Committee

Details of composition, terms of reference and number of
meetings held for respective Committees are given in the
Report on Corporate Governance, which forms a part of this
Annual Report.

LISTING ON STOCK EXCHANGES

The Company''s shares are listed on Bombay Stock Exchange
Limited (BSE) with scrip code: 543299 and the National Stock
Exchange of India Limited (NSE) with scrip code SHYAMMETL.
The Company has paid the requisite listing fees to the Stock
Exchanges for the financial year 2025-26.

As on the date of this report there were 27,91,31,853 of Equity
Shares of the Company Listed on the above Stock Exchanges.

DEPOSITS

The Company has not accepted/received any deposits during
the year under report, falling within the ambit of Section
73 of the Act and the Companies (Acceptance of Deposits)
Rules, 2014.

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Act read with rules framed
thereunder and Regulation 23 of the SEBI Listing Regulations,
your Company has in place Related Party Transactions Policy
dealing with related party transactions. The policy may be
accessed at: https://shyam-metalics-documents.s3.ap-south-1.
amazonaws.com/undefined/b212d826-d07b-49fc-8046-
18f8de33ac1 b-Related%20Party%20Transaction_Policy.pdf.

During the year under review, all related party transactions
entered by the Company, were approved by the Audit
Committee and were at arm''s length and in the ordinary course
of business. Prior omnibus approval is obtained for related
party transactions which are of repetitive nature and entered
in the ordinary course of business and on an arm''s length basis.
The Company did not have any contracts or arrangements with
related parties in terms of Section 188(1) of the Companies
Act, 2013. There were no materially significant related party
transactions made by the Company during the year that
would have required the approval of the shareholders under
Regulation 23 of the SEBI Listing Regulations.

The Company did not enter into any contracts, arrangements
or transactions with related parties that fall under the scope of
Section 188(1) of the Companies Act, 2013. As required under
the Act, the prescribed Form AOC-2 is appended as Annexure-II
to the Board''s report.

Details of related party transactions entered by the Company,
in terms of Ind AS-24 have been disclosed in the notes to the

standalone/consolidated financial statements forming part of
this Annual Accounts 2025-26.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS

Details of Loans, Guarantees, Securities and Investments
covered under the provisions of Section 186 of the Act are given
in the note no. 7 to the Standalone Financial Statement.

CODE OF CONDUCT

The Code of Conduct is based on the principle that business
should be conducted in a professional manner with honesty
and integrity and thereby enhancing the reputation of the
company. The Code ensures lawful and ethical conduct in all
affairs and dealing of the company.

The same can be accessed on the Company''s website at
weblink: https://shyam-metalics-documents.s3.ap-south-1.
amazonaws.com/undefined/abbe0fa8-bd51-434f-89ec-
33801f5500a6-SMEL_Policy-Doc_Code-of-Conduct.pdf

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and that such
systems are adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and
Regulation 19 read with Part D of Schedule II of the SEBI Listing
Regulations, the policy on Nomination and Remuneration of
Directors, KMPs and Senior Management of your Company and
the criteria for determining qualifications, positive attributes
and Independence of a director as specified in the relevant
provision is uploaded on the website of the Company and
may be accessed at: https://shyam-metalics-documents.
s3.ap-south-1.amazonaws.com/undefined/c5246fa2-61db-
401 e-9299-1e9e289b4312-Nomination-and-Remuneration-
Policy.pdf.

The salient features of the Nomination & Remuneration Policy
of the Company are provided herein-under:

• The Policy outlines clear and transparent criteria for the
appointment of Directors, taking into consideration factors
such as professional qualifications, relevant experience,
integrity, time commitment, and governance capabilities.

• It prescribes a structured recruitment process for Senior
Management Personnel, ensuring alignment with
organizational requirements and strategic objectives.

• It defines the components of remuneration for Directors,
Senior Management, and other employees, along with
the guiding principles and factors for determining such
remuneration.

• It incorporates remuneration benchmarking practices
to ensure competitiveness and support the retention of
high-performing talent across the organization.

• The Policy provides for the grant of Employee Stock Options
(ESOPs) to eligible employees, including Key Managerial
Personnel (KMPs), based on performance, subject to the
approval of the Nomination and Remuneration Committee
and in compliance with applicable legal and regulatory
provisions.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, from time to time, a statement showing the
names and other particulars of the top ten employees and the
employees drawing remuneration in excess of the limits set out
in the said rules and the disclosures relating to remuneration and
other details required under the provisions of Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed
as Annexure-III to this report.

STATUTORY AUDITORS AND AUDIT REPORTS

M/s. MSKA & Associates, Chartered Accountants was appointed
as the Statutory Auditors of the Company for a term of five
consecutive years from the conclusion of 21^st Annual General
Meeting till the conclusion of 26^th Annual General Meeting of
the Company on such remuneration as shall be fixed by the
Board of Directors from time to time in consultation with
the Auditors.

The Auditors Report to the shareholders for the year under
review does not contain any qualification or adverse remarks.
No fraud has been reported by the Auditors to the Audit
Committee of the Company or to the Board. The Notes on
Financial Statements referred to in the Auditors'' Report are
self-explanatory and do not call for further comments.

INTERNAL AUDITORS

In terms of the provisions of section 138 of the Companies Act,
2013, M/s Ernst & Young LLP were appointed as the Internal
Auditors for FY 2025-26. The Audit Committee in consultation
with the Internal Auditors formulates the scope, functioning,
periodicity and methodology for conducting the Internal Audit.
The reports and deviations are regularly discussed with the
management and actions are taken, whenever necessary and
in parallel, the Audit Committee, inter-alia, reviews the Internal
Audit Report.

INTERNAL FINANCIAL CONTROLS

The Company has established a comprehensive framework of
internal financial controls commensurate with the size, scale
and complexity of its operations. These controls are designed

to provide reasonable assurance regarding the reliability
of financial reporting, compliance with applicable laws and
regulations, safeguarding of assets, and the efficient conduct
of business activities.

The internal control framework encompasses well-defined
policies, procedures and monitoring mechanisms aimed at
ensuring the integrity of financial and operational processes,
prevention and detection of frauds and irregularities,
maintenance of accurate accounting records, and timely
preparation of reliable financial information and disclosures.

The Audit Committee, on behalf of the Board, periodically
evaluates the adequacy and effectiveness of the Company''s
internal control environment and recommends measures for
its continual strengthening and enhancement. The Committee
also reviews key aspects relating to budgetary controls, cost
management, financial discipline, accounting processes, risk
mitigation measures and physical verification systems to ensure
robust governance and operational efficiency.

During the financial year under review, the effectiveness of
the internal financial controls, including controls over financial
reporting, was assessed and reviewed. Based on such review,
no material weakness or significant deficiency in the design or
operating effectiveness of the internal financial control system
was identified.

SECRETARIAL AUDITORS AND SECRETARIAL
AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and the amended provisions
of Regulation 24A of SEBI Listing Regulations, the Members of
the Company at the Annual General Meeting held on 26^th August,
2025 approved the appointment of M/s. MKB & Associates, (FRN:
P2010WB042700) a firm of Company Secretaries in Practice, as
Secretarial Auditors of the Company to conduct secretarial
audit for a period of 5 (Five) years commencing from FY 2025-26
to FY 2029-30.

FCS Mukesh Chaturvedi, Practicing Company Secretaries (COP
No:3390) had undertaken secretarial audit of the Company''s
material unlisted wholly owned subsidiary i.e., Shyam Sel and
Power Limited (SSPL) for FY 2025-26.

The Secretarial Audit Reports issued by M/s. MKB & Associates,
Practising Company Secretaries, for the Company and FCS
Mukesh Chaturvedi, Practicing Company Secretary for Shyam
Sel and Power Limited, are annexed herewith as Annexure-IV
A and Annexure-IV B to the Report.

The report of the Secretarial Auditors is self-explanatory, and it
does not contain any qualification, reservation, adverse remark
or disclaimer in the report issued by M/s. MKB & Associates,
Company Secretaries.

The Board of Directors of Shyam Sel and Power Limited has
re-appointed FCS Mukesh Chaturvedi, Practicing Company
Secretary, as the Secretarial Auditor of Shyam Sel and Power
Limited, the Company''s material unlisted Wholly Owned
Subsidiary, for the financial year 2025-26.

COST AUDITORS AND COST AUDIT REPORT

M/s. BSS & Associates (FRN: 001066), Cost Accountants, the Cost
Auditors of the Company submitted the cost Audit Report for
the year 2024-25 within the time limit prescribed under the Act
and Rules made thereunder.

During the period under review, pursuant to Section 148
of the Act read with Rules framed thereunder, the Board
had appointed M/s. BSS & Associates (FRN: 001066), Cost
Accountants to conduct the Audit of the cost records of the
company for the financial year 2025-26. The Report of Cost
Auditors for the Financial Year ended March 31,2026 is under
finalisation and will be filed with MCA within prescribed time.

The Board of Directors, on recommendation of Audit
Committee appointed M/s. BSS & Associates (FRN: 001066),
Cost Accountants, as the Cost Auditors of the Company for
auditing the cost records of the Company for the financial year
2026-27, subject to the ratification of remuneration by the
Shareholders of the Company in the 24^th AGM of the Company.
Accordingly, an appropriate resolution seeking ratification of
the remuneration of H55,000/- plus applicable taxes and actual
out of pocket expenses incurred in connection with the cost
audit for the financial year 2026-27 will be included in the
Notice convening the 24^th AGM of the Company. The company
has received the necessary declaration and consent from the
partner, Mr Abhimanyu Nayak (FCMA No. 30656) on behalf of
M/s. BSS & Associates (FRN: 001066), Cost Accountants.

MAINTENANCE OF COST RECORDS

The Company is duly maintaining the cost accounts and records
as specified by the Central Government in compliance with
Section 148 of the Act read with the Rules made thereunder,
as amended.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors have not reported any
instances of frauds committed in the Company by its officers
or employees to the Audit Committee under Section 143(12) of
the Act, details of which need to be mentioned in this Report.

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors
of the Company is entrusted with assisting the Board in
discharging its responsibilities towards management of
material business risk (material business risks include but is not
limited to operational, financial, sustainability, compliance,
strategic, ethical, reputational, product quality, human resource,

industry, legislative or regulatory and market related risks)
including monitoring and reviewing of the risk management
plan / policies in accordance with the provisions of SEBI Listing
Regulations.

As on 31^st March 2026, the Risk Management Committee
comprised of Mr. Kishan Gopal Baldwa as Chairman,
Mr. Brij Bhushan Agarwal and Mr. Deepak Agarwal as Members.

The Company also has a Risk Management Policy which lays
down the framework for identification and mitigation of various
risks. The specific objective of this Policy is to assess risks in the
internal and external environments and incorporates mitigation
plans in its business strategy and operation plans. Based on
the recommendation of the Risk Management Committee,
the Board of Directors revised the Risk Management Policy
during the year.

The Risk Management Framework is reviewed periodically by
the Audit Committee and Risk Management Committee of the
Board. The Board has not identified any material risk which, in
its opinion, may threaten the existence of the Company.

HUMAN RESOURCES

The Company firmly believes that its employees are the
cornerstone of its sustained growth and competitive strength.
Building a capable, motivated and future-ready workforce
remains a key priority, and the Company continues to invest
in initiatives aimed at attracting, nurturing and retaining
high-calibre talent across its operations.

A well-defined talent acquisition process enables the Company
to identify individuals whose skills, values and aspirations align
with its long-term business objectives. In addition to meeting
current operational requirements, the recruitment strategy
focuses on developing a strong leadership pipeline and
enhancing organizational capabilities for future growth.

Learning and development continue to be integral components
of the Company''s human resource strategy. Through its
dedicated training infrastructure and structured development
programmes, employees are provided opportunities to
enhance their technical competencies, managerial capabilities
and leadership skills. Training interventions are periodically
designed and implemented based on business priorities,
functional requirements and individual development needs.

The Company is committed to fostering a collaborative,
inclusive and performance-driven work culture where
employees are encouraged to take initiative, embrace
innovation and contribute meaningfully towards organizational
success. By aligning individual goals with corporate objectives,
the Company seeks to create an environment that promotes
professional growth, accountability and excellence.

To support employee development and recognize merit, the
Company has implemented a robust performance management
framework that facilitates objective assessment of performance,
identification of high-potential talent and planning for career
advancement. The framework also supports succession
planning and capability-building initiatives across various levels
of the organization.

The Company''s continued focus on employee engagement,
capability enhancement and leadership development has
enabled it to build a resilient and agile workforce that remains
well-positioned to support its strategic ambitions and long-term
sustainable growth.

CORPORATE SOCIAL RESPONSIBILITY

The Company believes that sustainable business growth is
intrinsically linked with the socio-economic development
of the communities in which it operates. Guided by this
philosophy, the Company remains committed to creating
long-term value for society through meaningful and inclusive
development initiatives aimed at improving the quality of life
of underprivileged and vulnerable sections of the community.

The Company''s Corporate Social Responsibility (“CSR")
initiatives are implemented through the Shyam Metalics
Foundation and are focused on a broad spectrum of
developmental areas, including education, healthcare, women
empowerment, sports promotion, skill development, livelihood
enhancement, environmental sustainability and community
welfare. Through these initiatives, the Company strives to
contribute towards nation-building while fostering inclusive
and sustainable growth.

To ensure effective governance and oversight of CSR activities,
the Company has established a structured framework
involving active participation of the Board of Directors, the
CSR Committee and the Shyam Metalics Foundation. The CSR
Policy of the Company provides the guiding principles and
implementation framework for undertaking CSR programmes
in accordance with the provisions of the Companies Act, 2013
and the rules made thereunder. Based on the recommendations
of the CSR Committee, the Board periodically reviews and
approves the CSR initiatives and monitors their implementation
and effectiveness.

The Company maintains robust processes for project selection,
due diligence, implementation, monitoring and reporting to
ensure transparency, accountability and optimum utilization
of resources. The CSR Policy is available on the Company''s
website at https://shyam-metalics-documents.s3.ap-south-1.
amazonaws.com/undefined/63e3ceac-06e0-4038-a662-
8fdaeb129e4a-SMEL_Policy-Doc_CSR-Policy.pdf.

The Annual Report on CSR activities for the financial year
2025-26, as required under the Companies Act, 2013, forms
part of this Report as Annexure - V.

Pursuant to the provisions of the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021, the Company
undertook an independent impact assessment of its major CSR
projects. Accordingly, the Board appointed Median Research
& Consulting Pvt. Ltd., an independent external agency, to
evaluate the impact of selected CSR interventions implemented
during the financial year 2024-25.

The impact assessment study highlighted the positive
outcomes generated through the Company''s CSR initiatives
across various focus areas, including education, healthcare,
water and sanitation, environmental sustainability, skill
development, promotion of sports and culture, livelihood
enhancement and animal welfare. The assessment observed
measurable improvements and meaningful social impact across
the communities and locations covered under the Company''s
CSR programmes.

The CSR Committee and the Board of Directors reviewed
and took note of the findings of the Impact Assessment
Report at their respective meetings held on 9^th May, 2026
and 11^th May, 2026. The detailed Impact Assessment Report
is available on the Company''s website for the information
of stakeholders at https://shyam-metalics-documents.
s3.ap-south-1.amazonaws.com/undefined/253994cc-088c-
4729-8179-a3c28e6f7303-SMEL%20-%20CSR%20Impact%20
Assessment%20Report%20FY2024-2025.pdf

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

The particulars related to conservation of energy, technology
absorption and foreign exchange earnings and outgo as
required to be disclosed under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed
herewith as Annexure-VI to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There have been no significant and material order(s) passed by
the regulators/ courts which would impact the going concern
status of the Company and its future operations during the year
under review.

ANY APPLICATION/PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending against
the Company under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFCs)
and Compliance Systems established and maintained by the
Company, the work performed by the Internal, Statutory and
Secretarial Auditors including the audit of IFCs over financial

reporting by the Statutory Auditors and reviews performed by
the management and the relevant Board Committees, including
the Audit Committee, The Board is of the opinion that the
Company''s IFCs are adequate and effective during F.Y 2025-26.

Accordingly, pursuant to Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013, and as per Schedule II Part
C of the SEBI Listing Regulations, the Board of Directors, to the
best of its knowledge and ability confirms that:

(a) in the preparation of the annual accounts for the year ended
March 31,2026, the applicable accounting standards have
been followed along with proper explanation and there
are no material departures;

(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 your Company
as at the end of the financial year and of the profit of the
Company for year under review;

(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 Directors have prepared the annual accounts on a
going concern basis;

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

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

OTHER INFORMATION
CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards
of Corporate Governance and adhere to the Corporate
Governance requirements as set out in Regulation 17 to
Regulation 27 of the SEBI Listing Regulations. The report on
Corporate Governance, for the financial year ended 31^st March,
2026, as stipulated in Regulation 34 read with Schedule V of
the SEBI Listing Regulations forms an integral part of this
Annual Report.

The certificate received from M/s. KPA & CO. LLP, Practising
Company Secretaries confirming compliance with the
conditions of Corporate Governance as stipulated in Regulation
34 read with Schedule V of the SEBI Listing Regulations is
annexed to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In compliance with Regulation 34(2)(f) of SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report (BRSR), together with the Report on assurance of the
BRSR Core issued by an Independent Assurance provider, is
being presented to the stakeholders as a part of this Integrated
Report describing initiatives undertaken from an environmental,
social and governance perspective.

The Board reviews the Company''s BRSR and BRSR Core
disclosures to satisfy itself regarding their completeness,
reliability and alignment with the Company''s governance
framework, risk management processes and sustainability
priorities.

The Policy on Business Responsibility and Sustainability
Report (BRSR) has been uploaded on the website of the
Company at www.shyammetalics.com and is available at
the link https://shyam-metalics-documents.s3.ap-south-1.
amazonaws.com/undefined/9a24e298-d453-4e7a-9437-
ae8746920636-Business-Responsibility-Policy.pdf .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations,
a separate section titled “Management Discussion and Analysis
Report" (MDA), forms part of the Annual Report.

ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3)
(a) of the Act read with the Companies (Management and
Administration) Rules, 2014, the Annual Return for the financial
year ended March 31,2026 has been uploaded on the website
of the Company on the following link: https://shyam-metalics-
documents.s3.ap-south-1.amazonaws.com/undefined/
ed96167e-e96c-4e46-85e1-4db3bc58b84a-AC5025703.pdf

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to maintaining the highest
standards of ethical conduct, integrity, transparency and
accountability in all its business activities. In compliance with
the provisions of Section 177 of the Companies Act, 2013 and
Regulation 22 of the SEBI Listing Regulations, the Company has
established a Whistle Blower Policy and Vigil Mechanism.

The Vigil Mechanism provides a secure and confidential
platform for employees, Directors and other eligible
stakeholders to report genuine concerns relating to unethical
conduct, suspected or actual fraud, violations of applicable
laws, regulations, the Company''s Code of Conduct, or any other
improper practices that may adversely affect the interests of the
Company and its stakeholders.

The mechanism is designed to ensure that all concerns
are addressed in a fair, transparent and impartial manner.

It incorporates adequate safeguards against retaliation,
discrimination or victimisation of any person who reports
concerns in good faith. The Policy also provides for direct access
to the Chairperson of the Audit Committee in appropriate and
exceptional circumstances.

The Audit Committee periodically reviews the functioning and
effectiveness of the Vigil Mechanism. During the year under
review, no person was denied access to the Audit Committee
under the Whistle Blower Policy and Vigil Mechanism.
The Whistle-blower Policy is available on our website,
at https://shyam-metalics-documents.s3.ap-south-1.
amazonaws.com/undefined/6d0edb3b-21c0-429a-b5dc-
a10f1aeee863-Whistle%20Blower%20Policy.pdf.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company is committed to fostering a professional, inclusive
and respectful work environment in which every employee is
treated with dignity and respect. The Company maintains a
zero-tolerance approach towards any form of sexual harassment
and is dedicated to providing a workplace that is safe, secure
and free from discrimination, intimidation and harassment.

In compliance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH Act") and the Rules framed thereunder,
the Company has implemented a comprehensive Policy on
Prevention of Sexual Harassment at Workplace. The Policy
applies to all employees, including permanent, temporary,
contractual and trainee personnel, and provides a structured
framework for the prevention, prohibition and redressal of
complaints relating to sexual harassment.

To ensure effective implementation of the Policy, Internal
Complaint Committees have been constituted at all applicable
locations of the Company in accordance with the requirements
of the POSH Act. These Committees are entrusted with
the responsibility of receiving, investigating and resolving
complaints in a fair, confidential and time-bound manner, while
ensuring adherence to the principles of natural justice.

The Company continues to undertake appropriate awareness
and sensitization initiatives and has established suitable
procedures and mechanisms to address concerns relating to
workplace harassment promptly and effectively.

During the financial year under review, no complaint pertaining
to sexual harassment was received or reported under the
provisions of the POSH Act.

DISCLOSURE OF COMPLIANCE WITH THE PROVISIONS
RELATING TO MATERNITY BENEFIT ACT, 1961

During the FY2025-26, the Company has complied with all the
applicable provisions relating to the Maternity Benefit Act, 1961

AWARDS AND RECOGNITIONS

The Company was honoured with multiple prestigious awards,
underscoring its unwavering commitment to operational
excellence, organizational culture, and people-centric
leadership during the financial year 2025-26.

A key highlight was being certified as a “Great Place to Work",
a recognition that reflects the Company''s dedication to
fostering a high-trust, high-performance work environment.
This achievement reaffirms our focus on employee engagement,
workplace inclusivity, and the holistic well-being of our
workforce.

Global Awards for Leadership, Excellence and Technology from
Human Resource Association of India (HRAI), Our leaders foster
a culture of collaboration, innovation, and high performance,
ensuring that every employee contributes towards achieving
organizational goals while upholding the highest standards
of safety, quality, and ethical conduct. Through continuous
learning and capability building, we strive to develop
future-ready leaders who can successfully navigate evolving
business challenges.

Technology is a key enabler of Shyam Metalics and Energy
Limited''s growth and operational excellence. We leverage
modern manufacturing technologies, automation, digital
solutions, and data-driven decision-making to enhance
productivity, improve product quality, optimize resource
utilization, and strengthen sustainability initiatives.

INDUSTRIAL RELATIONS

Industrial Relations in the Company continued to be cordial
during the year.

MISCELLANEOUS

1. There were no instances where the Board of Directors have
not accepted the recommendations of audit committee.

2. The Company had not entered into any one-time
settlement with any Bank or any Financial Institution.

GREEN INITIATIVES

The Company remains committed to environmentally
responsible business practices and continues to support the
Green Initiative promoted by the Ministry of Corporate Affairs
(“MCA"), Government of India. As part of its sustainability efforts
and in line with regulatory initiatives aimed at reducing paper
consumption, the Company has adopted electronic modes of
communication for dissemination of corporate information to
its stakeholders.

Accordingly, important shareholder communications, including
the Annual Report, Notice of the Annual General Meeting and
other statutory documents, are being transmitted electronically
to those Members whose e-mail addresses are registered with
their Depository Participants (“DPs") or the Company''s Registrar

and Transfer Agent (“RTA"). The Company also extensively
leverages digital platforms and electronic modes for conducting
meetings and stakeholder interactions, thereby contributing
towards the reduction of its environmental footprint.

In accordance with the applicable circulars issued by the MCA
and the Securities and Exchange Board of India (“SEBI"), the
Notice convening the 24^th Annual General Meeting and the
Annual Report for the financial year 2025-26 are being circulated
to the Members through electronic means only.

Members who have not yet registered or updated their e-mail
addresses are encouraged to do so with their respective
DPs or the Company''s RTA to ensure seamless receipt of all
shareholder communications, notices, reports and other
important information in electronic form.

ACKNOWLEDGEMENTS

The Board of Directors wishes to place on record its sincere
appreciation and gratitude to all stakeholders whose continued
trust, support and collaboration have contributed significantly
to the Company''s performance and progress during the year.
The Board acknowledges the valuable association and support
received from customers, suppliers, vendors, business partners,
bankers, financial institutions and other associates, both in India
and overseas.

The Board also expresses its gratitude to the Central
Government, the Governments of West Bengal and Odisha,

regulatory and statutory authorities, stock exchanges, municipal
and local authorities, and other government agencies for their
continued guidance, cooperation and support. The Company
is equally thankful to the communities in and around its areas
of operation for their goodwill and encouragement.

The Directors convey their heartfelt appreciation to the
Company''s shareholders and investors for their unwavering
confidence in the Company''s vision, strategy and long-term
growth prospects. Their continued trust serves as a source
of inspiration and motivation for the Company to strive for
excellence and create sustainable value.

The Board further places on record its deep appreciation for
the dedication, commitment and collective efforts of the
employees, workmen and members of the management team,
whose resilience and perseverance have been instrumental in
navigating challenges and achieving the Company''s objectives.
The Board also acknowledges the valuable contributions
of the Independent Directors and Non-Executive Directors
whose insights, experience, guidance and constructive
counsel continue to strengthen the Company''s governance
framework and support informed decision-making in pursuit
of its strategic goals.

The Board remains confident that with the continued support of
all stakeholders, the Company is well-positioned to build upon
its achievements and create enduring value in the years ahead.

Your Directors take pleasure in presenting the 23^rd (Twenty Third) Integrated Annual Report along with the Audited standalone and consolidated
Financial Statements of the Company for the Financial Year ended March 31,2025.

FINANCIAL HIGHLIGHTS

The highlights of the financial performance of the Company, for the Financial Year ended March 31, 2025 are as below:

(D in Crores)

Note: Figures for the previous periods have been regrouped and reclassified, wherever necessary.

FINANCIAL PERFORMANCE

The Standalone Revenue from Operations and Other Income for
the financial year 2024-25 stood at H 6617.89 crores (P.Y H 6764.85)
representing a decline of 2.17%. During the financial year ended 31^st
March, 2025, your Company recorded a profit before tax of H 660.46
crores as against H 456.04 crores in previous financial year an increase
of 44.83%. Net profit after tax also increased by 39.33% at H 489.62
crores compared to H 351.40 crores in previous financial year. EBIDTA
was increased from H 732.65 crore in F.Y 2023-24 to H 921.34 crore
in F.Y 2024-25.

The consolidated Revenue from Operations and Other Income has
increased from H 13354.20 crores in F.Y 2023-24 to H 15368.13 crores
in F.Y 2024-25 representing a growth of 15.08%. PBT increased from

H 939.8 crores in F.Y 2023-24 to H 1241.19 crores in the F.Y 2024-25, a
growth of 32.07%. PAT decreased from H 1029.00 crores in F.Y 2023¬
24 to H 909.26 crores in F.Y 2024-25, a decrease of 11.64%. EBIDTA
increased from H 1729.00 crores in F.Y 2023-24 to H 2096.16 crores
in F.Y 2024-25.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the reserve
from surplus during the current financial year.

OPERATIONAL HIGHLIGHTS

Brief highlight of the production on Y-O-Y basis of the Company in
comparison to the installed capacity is as mentioned below:

STANDALONE

CONSOLIDATED

Further, comparison of Standalone and Consolidated product wise Sales of the Current financial year to the Previous financial year is as
mentioned below:

STANDALONE

CONSOLIDATED

During FY''25, production of steel increased by 7.48% (y-o-y) to hit a
record of 4.97 MTPA as against 4.63 MT in FY''24, whereas the sales
of various steel products during FY''25, also reached the highest
ever level of 2.00 MTPA, an increase of 3.75% (y-o-y) as compared to
1.93 MT in FY''24.

On Consolidated basis the production increased from 9.36 MTPA to
10.67 MTPA, a growth of around 12.34% y-o-y basis, whereas Sales
increased from 3.64 MTPA to 3.94 MTPA, a growth of 8.22% y-o-y basis.

STATE OF COMPANY''S AFFAIRS

Shyam Metalics and Energy Ltd. is a leading integrated metal
producing company with a focus on long steel products and ferro
alloys. It is amongst the largest producers of ferro alloys in terms of

installed capacity and the fourth-largest player in the sponge iron
industry. The Company is primarily engaged in the production of
long steel products such as iron pellets, sponge iron, steel billets, TMT,
structural products, wire rods, aluminium and stainless steel.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
2015, (''SEBI Listing Regulations''), the Board of Directors of your
Company had formulated and approved the Dividend Distribution
Policy which sets out the parameters and circumstances to be
considered by the Board in determining the distribution of dividend
to its shareholders and / or retaining profits earned. The said Policy
may be accessed on the website of the Company at:

https://www.shyammetalics.com/wp-content/uploads/2022/04/

Dividend_Distribution_Policy.pdf.

DIVIDEND

During the year under review, your Board had initially declared an
interim dividend @ 22.5% J 2.25/- per equity share) on 28^th January,
2025. The same was paid on 13^th February, 2025.

Further, the Board has recommended final dividend @ 22.5%
(H 2.25/- per equity share) for the Financial Year 2024-25 on 9^th May,
2025 for the consideration of the Shareholders at the ensuing Annual
General Meeting.

The dividend recommendation is in accordance with the Dividend
Distribution Policy of the company. Further, in terms of the provisions
of the Finance Act, 2020, dividend shall be taxed in the hands of
shareholders and the Company shall withhold tax at source at the
applicable rates as per the Income Tax Act, 1961.

CAPEX AND LIQUIDITY

During the period under review, the Company, on a consolidated
basis spent H 6,584 Crores on capital projects largely towards ongoing
growth projects in India, essential sustenance and replacement
schemes. During the period under review, the board has approved
an additional capex cost of H 810 crores by planning to enhance
their integrated capacity from 23.65 MTPA to 24.20 MTPA in states
of Orissa and West Bengal in phases which will be implemented in
Company and their wholly owned step-down subsidiaries to expand
its business in near future.

POWER

During FY''25, the power generation was 150 MW as against
143 MW in FY''24.

SMEL Employee Stock Incentive Plan - 2023 ("ESIP-
2023")

The SMEL Employee Stock Incentive Plan - 2023 (ESIP-2023) was
initially approved by the shareholders of the Company via postal
ballot dated 7^th July 2023. Subsequently, the plan was amended
and approved by the shareholders in their meeting held on 21^st
September 2023. Accordingly, ESIP-2023 was introduced with two
distinct schemes:

1. SMEL Performance ESOP Scheme (ESOP - 2023)

2. SMEL Loyalty ESOP Scheme (ESOP II - 2023)

All the eligible employees of the Company and of its subsidiary(ies)
on exclusive basis, whether in or outside India, including any Director,
whether Whole-time or not (other than employees/ directors who
are Promoters or belonging to the Promoter Group, Independent
Directors and Directors holding directly or indirectly more than ten
(10%) percent of the outstanding equity shares of the Company)
were granted Stock Options subject to their eligibility as may be

determined under ESIP - 2023 in accordance with the provisions of
the applicable laws and the provisions of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021. This grant of stocks
under ESIP does not form part of the remuneration payable to any
Executive and/or Non-Executive Directors.

Grant of Stock Options

• At its meeting held on 25^th September 2023, the Nomination
and Remuneration Committee granted 8,59,738 stock options
to 62 eligible employees under ESOP-2023 at an exercise price
of H 326 per option at 25% discount to the market price.

• At its subsequent meeting on 27^th September 2023, the
Committee granted 17,000 Stock Options to 1 eligible employees
at a price of H 331 i.e. at a discount of 25% under ESOP - 2023
and 2,16,000 Stock Options to 5 eligible employees at a price
of H 221 i.e. at a discount of 50% on the market price under
ESOP II - 2023.

ESOP Stock Options Granted to the following Directors under Loyalty
Scheme (ESOP II - 2023)

Mr. Deepak Agarwal - 69,000 stock options (3-year vesting)

Mr. Dev Kumar Tiwari - 52,000 stock options (3-year vesting)

Vesting Schedule

Under ESOP - 2023:

Under ESOP II - 2023:

Vesting on First Anniversary

The first tranche of options vested on the first anniversary of the

respective grant dates:

• On 25^th September 2024, 20% of options (i.e. 1,50,045 options)
vested for 53 eligible employees under ESOP-2023.

• On 27^th September 2024, 3,400 options (20% of the grant)
vested for 1 eligible employee under ESOP-2023 and 86,400
options (40% of the grant) vested for 5 eligible employees
under ESOP II-2023.

Out of the above, the following Directors exercised their vesting
Options under ESOP II - 2023:

• Mr. Deepak Agarwal - 27,600 stock options

• Mr. Dev Kumar Tiwari - 20800 stock options

The necessary accounting for the above has been made in the
books of accounts in the respective period. Details of the accounting
method in accordance with Ind AS 102 - Shared Based Payment,
have been provided in the respective notes of the standalone and
consolidated financial statements.

Further, the disclosure in terms of Regulation 14 of the SEBI (SBEB &
SE Regulations), 2021 is available on the website of the Company at
the web-link https://www.shyammetalics.com/wp-content/uploads/
2025/07/ESOP-Disclosure-2025.pdf

Certificate from M/s MKB & Associates, the secretarial auditor confirming
that"SMEL Employee Stock Incentive Plan - 2023 ("ESIP - 2023") sub divided
into SMEL Performance ESOP Scheme ("ESOP - 2023") and SMEL Loyalty
ESOP Scheme ("ESOP II - 2023") have been implemented in accordance
with the SEBI (SBEB & SE) Regulations, 2021 has been obtained and the
same is available for electronic inspection of the Members during the
AGM of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material change(s) and commitment(s), except
elsewhere stated in this report, affecting the financial position of the
Company between the end of the financial year of the Company i.e.
March 31,2025 and the date of this Report.

There has been no change in the nature of business of the Company
during the financial year ended on March 31, 2025.

CREDIT RATING

The Company has updated the financial credit rating to AA/Positive for
long term banking facilities and A1 for short term banking facilities

by CRISIL. The rating emphasizes the financial strength of the Company
in terms of the highest safety with regard to timely fulfilment of its
financial obligations.

The above rating continues to draw strength from promoter''s experience,
operational efficiency by virtue of having an integrated plant, production
of value-added products fetching higher margins, increasing profit levels
and moderate its financial position.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 ("the
Act"), the SEBI (LODR) Regulations, 2015 and Ind AS, the Audited
Consolidated Financial Statements are provided in the Annual Report.

SHARE CAPITAL

During the FY'' 2024-25, there was no change in the Authorised Share
Capital of the Company. The Authorised Share Capital of the Company is H
4,00,00,00,000/- (Rupees Four Hundred Crores) divided into 40,00,00,000
Equity Shares of H 10/- each.

There has been no change in the Paid-Up Capital of the Company
as on 31^st March, 2025. The Paid-Up Capital of the Company is
H 2,79,13,18,530/- (Rupees Two Hundred Seventy-Nine Crore Thirteen
Lacs Eighteen Thousand Five Hundred And Thirty) divided into
27,91,31,853 Equity Shares of H 10/- each.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
COMPANIES

During the financial year 2024-25, Shyam SEL and Power Limited
(SSPL) was the Material subsidiary pursuant to Regulation 16 of the
SEBI Listing Regulations.

As on 31^st March, 2025, following are the step-down subsidiaries
of the company:

1. Shyam Energy Limited

2. Shree Venkateshwara Electrocast Private Limited

3. Ramsarup Industries Limited

4. Shyam Metalics International DMCC

5. S S Natural Resources Private Limited

6. Meadow Housing Private Limited

7. Whispering Developers Private Limited

8. Nirjhar Commodities Private Limited

9. Shree Sikhar Iron & Steel Private Limited

10. SMEL Steel Structural Private Ltd.

Consequent upon the purchase of the entire stake of SMEL Steel
Structural Private Ltd. by Shyam SEL and Power Limited (SSPL) on 23^th
August, 2024, it has become the wholly-owned subsidiary of SSPL
and step-down subsidiary of SMEL.

The Company has one Associate namely, Meghana Vyapaar Private
Limited and another Associate namely Kolhan Complex Private
Limited through its subsidiary, SSPL.

The Company has one Joint Venture namely MJSJ Coal Limited
and another Joint Venture namely Kalinga Energy & Power Limited
through its subsidiary, SSPL.

During the year under review, the Board of Directors reviewed the
affairs of its subsidiaries. There has been no material change in the
nature of the business of the subsidiaries.

A separate statement containing performance and highlights of
Financial Statements of subsidiaries, associates and joint ventures
is provided in the prescribed Form AOC-1 as Annexure - I and is
annexed to this report pursuant to Section 129(3) of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014.

Pursuant to the provision of section 136 of the Act, the Audited
standalone and consolidated financial statements of the company
for the financial year ended 31^st March 2025 along with relevant
documents and separate audited financial statements in respect of
subsidiaries are available on the website of the Company at www.
shyammetalics.com.

During the period under review, one of the subsidiary of SSPL; Shyam
Metalics Flat Product Private Limited has amalgamated with SSPL
pursuant to the Order dated 17^th March, 2025 of the Hon''ble National
Company Law Tribunal (NCLT), Kolkata bench under section 230- 232

of the Companies Act, 2013. The appointed date of the amalgamation
scheme was 1^st April, 2024.

There have been no joint ventures and associates during the year
under review that have become or ceased to be the joint ventures
and associates.

The Company has formulated a policy for determining "Material
Subsidiary" in terms of Regulation 16(c) of Listing Regulations. The
policy may be accessed on the website of the Company at: https://
www.shyammetalics.com/wp-content/uploads/2023/05/Policy-for-
determining-Material-Subsidiary.pdf.

DIRECTORS

Mr. Mahabir Prasad Agarwal (DIN:00235780) stepped down as
the Chairman and Non-executive Director of the Company, with
effective from closure of business hours of May 9, 2025. The Board
acknowledged that, Mr. Agarwal, the founding architect of the
Company, has played a pivotal role in shaping its legacy. His strategic
foresight, unwavering commitment to excellence, and principled
leadership have been instrumental in transforming the Company
from modest beginnings into a respected institution known for
innovation, resilience, and value creation and accordingly placed on
record its deep appreciation.

Mr. Mahabir Prasad Agarwal was conferred upon the honorary title
of "Chairman Emeritus''" by the Board with profound admiration
and gratitude in recognition of invaluable contribution, exceptional
visionary leadership as a Chairman of the Board. While the role is
honorary and does not carry executive responsibilities. it is decided
by the Board to invite him in all the Board Meeting during his lifetime.

The Board in its meeting held on 9^th May, 2025 has appointed Mr.
Brij Bhushan Agarwal (DIN: 01125056) as the Executive Chairman
of the board w.e.f. 10^th May 2025 on the recommendations of
the Nomination and Remuneration Committee considering his
exceptional leadership, deep institutional knowledge, strategic
foresight, which have significantly contributed to the Company''s
growth, operational excellence, and stakeholder value creation and
accordingly, he has been re-designated as Chairman and Managing
Director (CMD) of the company.

The redesignation is a strategic decision to formally align his evolving
leadership role with the dynamic needs of the Company. The Board
believes this unified role will enhance agility, decision-making
efficiency, and accountability, especially during this crucial phase of
expansion and transformation.

During the year under review, there has been the following changes
in the composition of the Board.

1. Mr. Chandra Shekhar Verma (DIN: 00121756) has been
appointed as an Independent Director of the Company for the
first term of five consecutive years commencing from 4^th July,
2024 to 3^rd July 2029. The requisite approval of the shareholders
in this regard was taken in the last Annual General Meeting held
on 6^th September, 2024.

The Board is of the opinion that, Mr. Chandra Shekhar Verma is
a person of integrity, expertise and competent experience and
proficiency to serve the company as an independent director of
the company that will strengthen the composition of the Board.

2. Mr. Yudhvir Singh Jain (DIN: 06507365), Independent Director
ceased to be Director due to his sudden demise on 24^th
October, 2024.

In terms of the provisions of Section 152 of the Act read with the
Articles of Association of the Company, Mr. Sanjay Kumar Agarwal
(DIN: 00232938), Director and Mr. Deepak Agarwal (DIN: 00560010),
Director retires by rotation and being eligible, offer themselves for re¬
appointment. Members approval is being sought at the ensuing AGM
for their re-appointment.

During the financial year under review, Mr. Brij Bhushan Agarwal,
Vice-Chairman & Managing Director of the Company, has received
a remuneration of ? 2.40 crores from the Company. Further, he
has also drawn a remuneration of ? 2.40 crores from M/s, Shyam
Sel and Power Limited, the wholly owned material subsidiary.

During the financial year under review, Mr. Sanjay Kumar Agarwal,
Joint Managing Director, of the Company has received a remuneration
of ?60 lakhs from the Company. Further, he has also drawn a
remuneration of ?60 lakhs from M/s. Shyam Sel and Power Limited,
the wholly owned material subsidiary.

During the period under Review, the Non-Executive Directors (NEDs)
of the Company had no pecuniary relationship or transaction with the
Company, other than the sitting fees and commission, as applicable,
received by them.

As on 31^st March, 2025 and in terms of Section 149 of the Companies
Act, 2013 Mr. Kishan Gopal Baldwa, Mr. Nand Gopal Khaitan, Mr.
Malay Kumar De, Mr. Shashi Kumar, Mr. Chandra Shekhar Verma and
Ms. Rajni Mishra are the Independent Directors of the Company.

In the opinion of the Board, all the Directors as well as the directors
proposed to be re-appointed possess the requisite qualification,
experience and expertise and hold high standards of integrity. The list
of key skills, expertise and core competencies of the Board is provided
in the Corporate Governance Report forming part of this Report. All
the Independent Directors are exempted from the requirement of
passing the proficiency test.

KEY MANAGERIAL PERSONNEL''S (KMP)

In terms of Section 203 of the Companies Act, 2013, following are the
KMPs of the Company as on 31^st March, 2025:

a) Mr. Brij Bhushan Agarwal - Vice Chairman and Managing Director

b) Mr. Sanjay Kumar Agarwal - Joint Managing Director

c) Mr. Deepak Agarwal - Whole-Time Director & Chief Financial Officer

d) Mr. Sheetij Agarwal - Whole-time Director

e) Mr. Dev Kumar Tiwari - Whole-time Director

f) Mr. Birendra Kumar Jain - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from each of the
Independent Directors that they, respectively, meet the criteria of
independence prescribed under Section 149 read with Schedule IV
of the Act and rules made thereunder, as well as Regulations 16(1)
(b) and 25(8) of the SEBI (LODR) Regulations, 2015. Based on the
declarations received, the Board considered the independence of

each of the Independent Directors in terms of above provisions and
is of the view that they fulfil the criteria of independence and are
independent from the management.

In terms of Section 150 of the Companies Act, 2013 and rules
framed thereunder, the Independent Directors of the Company have
registered themselves with the Indian Institute of Corporate Affairs
(IICA) and has confirmed to comply with the requirements of Rule 6(4)
of the Companies (Appointment and Qualification of Directors) Rules,
2014 (as amended), within the prescribed timeline.

PERFORMANCE EVALUATION

The Board of Directors understands the requirements of an effective
Board Evaluation process and accordingly conducts the Performance
Evaluation every year in respect of the following:

• Board of Directors as a whole

• Committees of the Board of Directors

• Individual Directors including the Chairman of the
Board of Directors

In compliance with the requirements of the provisions of Section 178
of the Act, the Listing Regulations and the Guidance Note on Board
Evaluation issued by SEBI in January, 2017, a performance evaluation
was carried out internally for the Board, Committees of the Board,
Individual Directors including Chairman of the Board for the financial
year ended March, 2025. During the year under review, the Company
has complied with all the criteria of evaluation as envisaged in the SEBI
Circular on Guidance Note on Board Evaluation such as preparation,
participation, conduct and effectiveness.

The key objectives of conducting the Board evaluation process were
to ensure that the Board and various committees of the Board have
appropriate composition and they have been functioning collectively
to achieve common business goals of the Company. Similarly, the key
objectives of conducting performance evaluation of the Directors
through individual assessment and peer assessment were to
ascertain if the directors actively participate in the Board / committee
meetings and contribute to achieve the common business goals
of the Company.

All the Directors carry out the aforesaid performance evaluation
in a confidential manner and provide their feedback on a rating
scale of 1 to 5 in the specified formats. The performance evaluation
feedback of all the Directors including Chairman is discussed by
the Independent Directors in their separate meeting and forward
their recommendation to the Chairperson of the Nomination and
Remuneration Committee (NRC). Thereafter, the NRC forward the
recommendation to the Board of Directors.

The outcome of such performance evaluation exercise was discussed
during the year at a separate meeting of the independent directors
held on 27^th January, 2025 and subsequently by the Nomination and
Remuneration Committee held on 08^th May, 2025. The NRC forwarded
their recommendation based on such performance evaluation
process to the Board of Directors.

After completion of internal evaluation process, the Board at its
meeting held on 09^th May, 2025 also discussed the performance
evaluation of the Board, its committees and individual directors.

The performance evaluation of the Independent Directors of the
Company was done by the entire Board of Directors, excluding the
independent directors being evaluated. The Board expressed its
satisfaction with the evaluation process and the results thereof.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of your Company met on 27^th January,
2025 and 28^th March, 2025, without the attendance of Non¬
Independent Directors and members of the management. As
elaborated in the above para, the Independent Directors reviewed
the performance of all the Directors, the Committees of the Board
and the Board as a whole along-with the performance of the
Chairman of the Company and assessed the quality, timelines of flow
of information between the management and the Board and other
relevant parameters that is necessary for the Board to effectively and
reasonably perform their duties.

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

The details of the training and familiarization program are provided
in the Corporate Governance Report. Further, at the time of the
appointment of an independent director, the Company issues
a formal letter of appointment outlining his / her role, function,
duties and responsibilities. The format of the letter of appointment
is available on our website, at https://www.shyammetalics.com/wp-
content/themes/shyam/assets/investors/announcement/terms-and-
conditions-ID.pdf

BOARD AND COMMITTEES OF THE BOARD

Board Meetings:

The Board of Directors met 5 (five) times during the period under
review. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and the SEBI
(LODR) Regulations. For further details, please refer to the Report on
Corporate Governance, which forms a part of this Annual Report.

Committee of the Board:

Pursuant to the various requirements under the Act and the Listing
Regulations and to focus on specific areas and make informed
decisions in line with the delegated authority, the Board of Directors
has constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Executive Committee

Details of composition, terms of reference and number of meetings
held for respective Committees are given in the Report on Corporate
Governance, which forms a part of this Annual Report.

LISTING ON STOCK EXCHANGES

The Company''s shares are listed on BSE Limited (BSE) with
scrip code: 543299

and the National Stock Exchange of India Limited (NSE) with scrip
code SHYAMMETL. The Company has paid the requisite listing fees to
the Stock Exchanges for the financial year 2024-25.

As on the date of this report there were 27,91,31,853 of Equity Shares
of the Company Listed on the above Stock Exchanges.

DEPOSITS

The Company has not accepted/received any deposits during the
year under report, falling within the ambit of Section 73 of the Act
and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Act read with rules framed thereunder
and Regulation 23 of the SEBI (LODR) Regulations, your Company
has in place Related Party Transactions Policy dealing with related
party transactions. The policy may be accessed at: https://www.
shyammetalics.com/wp-content/uploads/2023/05/Policy-for-
Transaction-with-Related-Parties.pdf.

During the year under review, all related party transactions entered
by the Company, were approved by the Audit Committee and were
at arm''s length and in the ordinary course of business. Prior omnibus
approval is obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of business and
on an arm''s length basis. The Company did not have any contracts or
arrangements with related parties in terms of Section 188(1) of the
Companies Act, 2013. There were no materially significant related
party transactions made by the Company during the year that would
have required the approval of the shareholders under Regulation 23
of the Listing Regulations.

The Company did not enter into any contracts, arrangements
or transactions with related parties that fall under the scope of
Section 188(1) of the Companies Act, 2013. As required under the
Act, the prescribed Form AOC-2 is appended as Annexure-II to the
Board''s report.

Details of related party transactions entered by the Company,
in terms of Ind AS-24 have been disclosed in the notes to the
standalone/consolidated financial statements forming part of this
Annual Accounts 2024-25.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered
under the provisions of Section 186 of the Act are given in the notes
to Financial Statements.

CODE OF CONDUCT

The Code of Conduct is based on the principle that business should be
conducted in a professional manner with honesty and integrity and
thereby enhancing the reputation of the company. The Code ensures
lawful and ethical conduct in all affairs and dealing of the company.

The same can be accessed on the Company''s website at weblink:
https://www.shyammetalics.com/wp-content/uploads/2021/08/
SMEL_Policy-Doc_Code-of-Conduct.pdf

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and
Regulation 19 read with Part D of Schedule II of the SEBI (LODR)
Regulations, the policy on Nomination and Remuneration of
Directors, KMPs and Senior Management of your Company and
the criteria for determining qualifications, positive attributes and
Independence of a director as specified in the relevant provision is
uploaded on the website of the Company and may be accessed at:
https://www.shyammetalics.com/wp-content/uploads/2024/05/
Nomination-and-Remuneration-Policy.pdf.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, from time to time,
a statement showing the names and other particulars of the top
ten employees and the employees drawing remuneration in excess
of the limits set out in the said rules and the disclosures relating
to remuneration and other details required under the provisions
of Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed as Annexure-III to this report.

STATUTORY AUDITORS AND AUDIT REPORTS

M/s. MSKA & Associates, Chartered Accountants was appointed as
the Statutory Auditors of the Company for a term of five consecutive
years from the conclusion of 21^st Annual General Meeting till the
conclusion of 26^th Annual General Meeting of the Company on such
remuneration as shall be fixed by the Board of Directors from time to
time in consultation with the Auditors.

The Auditors Report to the shareholders for the year under review
does not contain any qualification or adverse remarks. No fraud
has been reported by the Auditors to the Audit Committee of the
Company or to the Board. The Notes on Financial Statements referred
to in the Auditors'' Report are self-explanatory and do not call for
further comments

INTERNAL AUDITORS

In terms of the provisions of section 138 of the Companies Act, 2013,
M/s. KPMG Assurance and Consulting Services LLP were appointed
as the Internal Auditors for FY 2024-25. The Audit Committee in
consultation with the Internal Auditors formulates the scope,
functioning, periodicity and methodology for conducting the
Internal Audit. The reports and deviations are regularly discussed
with the management and actions are taken, whenever necessary
and in parallel, the Audit Committee, inter-alia, reviews the
Internal Audit Report

INTERNAL FINANCIAL CONTROLS

The Company has laid down adequate internal financial controls with
appropriate checks and balance with reference to financial statements
and such internal financial controls are operating effectively. Your
Company has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence
to the Company''s policies, safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of reliable financial
disclosures. The Audit Committee of the Board periodically reviews
the adequacy of the internal control systems for continuous updation
and improvement therein. The Audit Committee also regularly
reviews and monitors the budgetary controls system of the company
as well as the system for cost control, financial control, accounting
controls, physical verification etc. The Audit committee regularly
reviews that proper internal financial controls are in place including
with reference to financial statements. During the year, such controls
were reviewed, and no reportable material weakness was observed.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company had
appointed M/s. MKB & Associates, Practising Company Secretaries
(FRN: P2010WB042700) to conduct the Secretarial Audit of the
Company for the financial year 2024-25.

In terms of Regulation 24A of the SEBI Listing Regulations, FCS
Mukesh Chaturvedi, Practicing Company Secretary (COP No: 3390)
was appointed as Secretarial Auditors of Shyam Sel and Power
Limited, a material unlisted subsidiary of the Company for the
financial year 2024-25.

The Secretarial Audit Reports issued by M/s. MKB & Associates,
Practising Company Secretaries, for the Company and FCS Mukesh
Chaturvedi, Practicing Company Secretary for Shyam Sel and Power
Limited, are annexed herewith as Annexure-IV A and Annexure-IV B
to the Report.

The report of the Secretarial Auditors is self-explanatory, and it does
not contain any qualification, reservation, adverse remark or disclaimer
in the report issued by M/s. MKB & Associates, Company Secretaries.

Pursuant to the amended provisions of Regulation 24A of SEBI Listing
and Obligations and Disclosure Requirements (LODR) Regulations,
2015 and Section 204 of the Companies Act, 2013, read with Rule 9
of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit Committee and Board of Directors
have approved and recommended the appointment of M/s. MKB
& Associates, (Firm Registration Number: P2010WB042700) a firm
of Company Secretaries in Practice, as Secretarial Auditors of the
Company to conduct secretarial audit for a period of 5 (Five) years
commencing from FY 2025-26 to FY 2029- 30, for approval of the
Members at ensuing Annual General Meeting of the Company.
Brief resume and other details of M/s. MKB & Associates, Company
Secretaries in Practice, are separately disclosed in the Notice
of ensuing AGM.

M/s. MKB & Associates, have given their consent to act as Secretarial
Auditors of the Company and confirmed that their aforesaid
appointment (if made) would be within the prescribed limits under
the Act & Rules made thereunder and SEBI LODR Regulations. They
have also confirmed that they are not disqualified to be appointed
as Secretarial Auditors in terms of provisions of the Act & Rules made
thereunder and SEBI (LODR) Regulations.

COST AUDITORS AND COST AUDIT REPORT

M/s. BSS & Associates (FRN: 001066), Cost Accountants, the Cost
Auditors of the Company submitted the cost Audit Report for the
year 2023-24 within the time limit prescribed under the Act and Rules
made thereunder.

During the period under review, pursuant to Section 148 of the Act
read with Rules framed thereunder, the Board had appointed M/s. BSS
& Associates (FRN: 001066), Cost Accountants to conduct the Audit of
the cost records of the company for the financial year 2024-25. The
Report of Cost Auditors for the Financial Year ended March 31,2025 is
under finalisation and will be filed with MCA within prescribed time.

The Board of Directors, on recommendation of Audit Committee
appointed M/s. BSS & Associates (FRN: 001066), Cost Accountants,
as the Cost Auditors of the Company for auditing the cost records
of the Company for the financial year 2025-26, subject to ratification
of remuneration by the Shareholders of the Company in the 23^rd
AGM of the Company. Accordingly, an appropriate resolution
seeking ratification of the remuneration of H 55000/- plus applicable
taxes and actual out of pocket expenses incurred in connection
with the cost audit for the financial year 2025-26 is included in the
Notice convening the 23^rd AGM of the Company. The company has
received the necessary declaration and consent from the partner,
Mr Abhimanyu Nayak (FCMA No. 30656) on behalf of M/s. BSS &
Associates (FRN: 001066), Cost Accountants.

MAINTENANCE OF COST RECORDS

The Company is duly maintaining the cost accounts and records as
specified by the Central Government in compliance with Section 148
of the Act read with the Rules made thereunder, as amended.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors
and Secretarial Auditors have not reported any instances of frauds
committed in the Company by its officers or employees to the Audit
Committee under Section 143(12) of the Act, details of which need to
be mentioned in this Report.

RISK MANAGEMENT

The Company has in place a robust risk management framework
which identifies and evaluates business risks and opportunities.
The Company recognizes that these risks need to be managed and
mitigated to protect the interest of the shareholders and stakeholders,
to achieve the business objectives and enable sustainable growth.
The risk management framework is aimed at effectively mitigating
the Company''s various business and operational risks, through
strategic actions. Risk management is embedded in our critical
business activities, functions and processes. The risks are reviewed
for the change in the nature and extent of the major risks identified

since the last assessment. It also provides control measures for risk
and future action plans.

HUMAN RESOURCES

At Shyam Group, human capital is regarded as one of the most vital
assets driving the organization''s long-term success. The Company
places significant emphasis on attracting, developing, and retaining
talented individuals across all levels. Recruitment processes are
carefully structured to ensure the right talent is brought in not just
for current needs, but also for future growth and capability building.

Training and development are deeply embedded in the organizational
culture. The Company operates a dedicated training centre
equipped to facilitate knowledge sharing, functional upskilling, and
leadership development. Training programs are designed based on
business needs, departmental goals, and individual development
plans, ensuring employees are continually aligned with evolving
organizational expectations.

Recognizing that employee growth directly contributes to business
performance, the Company fosters a work environment that is
both challenging and empowering. Employees are encouraged
to take ownership of their roles, innovate, and engage in cross¬
functional collaboration. Through this, the organization achieves
a seamless integration of individual aspirations with broader
corporate objectives.

To reinforce a performance-oriented culture, a structured and
transparent performance appraisal system is in place. This system not
only evaluates past performance but also identifies future potential,
enabling the organization to make informed decisions regarding
career progression, succession planning, and capability enhancement.

Through these focused efforts in human resource development, the
Company continues to build a future-ready workforce that is agile,
skilled, and aligned with its vision of sustainable growth.

CORPORATE SOCIAL RESPONSIBILITY

The Company strongly believes that sustainable community
development is essential for harmony between the community
and the industry. The Company endeavours to make a positive
contribution especially to the underprivileged communities by
supporting a wide range of socio-economic, educational, sports,
woman empowerment and health initiatives etc and committed to
enriching the community it belongs to in addition to addressing the
corporate growth and in parallel to take part in sustainable growth
of the country. The Company carries out its social development
activities through Shyam Metalics Foundation.

The Company established a robust system for governing our
CSR activities / initiatives anchored in a continuous collaboration
between the Board of Directors, the CSR Committee and the Shyam
Metalics Foundation . CSR policy provides guidelines to conduct CSR
activities of the Company. The Board of Directors of the Company
oversees the implementation of CSR Policy of the Company. In line
with the provisions of the Act and on the recommendations of
the CSR Committee, the Board of Directors has approved the CSR
Policy of the Company. The Company maintain high standards of
due diligence, compliance, monitoring and reporting mechanism,
Detailed CSR Policy of the Company has been uploaded on the

website of the Company at https://www.shyammetalics.com/wp-
content/uploads/2021/08/SMEL_Policy-Doc_CSR-Policy.pdf

The Annual Report on the CSR activities for the financial year 2024-25
is annexed herewith as Annexure- V to this report.

In line with the Companies (Corporate Social Responsibility Policy)
Amendment Rule 2021, the Company is obligated to assess the
impact of its CSR projects. Accordingly, the Board of Directors of the
Company has appointed an independent impact assessment agency
viz. Median Research & Consulting Pvt. Ltd. to assess out the impact of
the societal activities carried out by the Company under its Corporate
Social Responsibility interventions in respect of the CSR projects for
the financial years 2022-23 and 2023-24.

As per the Impact Assessment Report issued by Median Research
& Consulting Pvt. Ltd for aforesaid period, the CSR interventions
of the Company have created a very meaningful and needful
impact through all the key focus areas like education, health, water,
environment, skills promoting sports and culture, livelihoods, animal
welfare etc. In all the chosen thematic areas have thematic areas have
shown growth, outcomes and across all the verticals locations.

The CSR committee and the Board of Directors of the Company took
a note of the same at their respective meetings held on 8^th May, 2025
and 9^th May, 2025 respectively. The impact assessment report is
available on the Company''s website at the following weblink: https://
www.shyammetalics.com/wp-content/uploads/2025/07/SMEL-CSR-
Impact-Assessment-Report-Final-27.07.25.pdf

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

The particulars related to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required
to be disclosed under Section 134(3)(m) of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014, is annexed herewith as
Annexure-VI to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There have been no significant and material order(s) passed by the
regulators/ courts which would impact the going concern status of
the Company and its future operations during the year under review.

ANY APPLICATION/PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending against the
Company under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFCs) and
Compliance Systems established and maintained by the Company,
the work performed by the Internal, Statutory and Secretarial
Auditors including the audit of IFCs over financial reporting by the
Statutory Auditors and reviews performed by the management and

the relevant Board Committees, including the Audit Committee, The
Board is of the opinion that the Company''s IFCs are adequate and
effective during F.Y 2024-25.

Accordingly, pursuant to Section 134(3)(c) read with Section 134(5)
of the Companies Act, 2013, and as per Schedule II Part C of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors, to the best of its knowledge and ability
confirms that:

(a) in the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards have
been followed along with proper explanation and there are no
material departures;

(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 your Company as at the end of the financial
year and of the profit of the Company for year under review;

(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 Directors have prepared the annual accounts on a
going concern basis;

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

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

OTHER INFORMATION
CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements as set out in Regulation 17 to Regulation 27 of the
SEBI(LODR) Regulations, 2015. The report on Corporate Governance,
for the financial year ended 31^st March, 2025, as stipulated in
Regulation 34 read with Schedule V of the SEBI (LODR) Regulations,
2015 forms an integral part of this Annual Report.

The certificate received from M/s. KPA & CO. LLP, Practising Company
Secretaries confirming compliance with the conditions of Corporate
Governance as stipulated in Regulation 34 read with Schedule V
of the SEBI (LODR) Regulations, 2015 is annexed to the Corporate
Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In compliance with Regulation 34(2)(f) of SEBI(Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with the applicable

SEBI Circulars, your Company has prepared a BRSR in the prescribed
format for the financial year ended March 31, 2025 describing
initiatives undertaken from an environmental, social and governance
perspective, which is annexed to the Annual Report.

The Policy on Business Responsibility and Sustainability Report
(BRSR) has been uploaded on the website of the Company at
www.shyammetalics.com and is available at the link https://www.
shyammetalics.com/wp-content/uploads/2022/07/Business-
Responsibility-Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI(Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section titled
"Management Discussion and Analysis Report" (MDA), forms part of
the Annual Report.

ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3)(a) of
the Act read with the Companies (Management and Administration)
Rules, 2014, the Annual Return for the financial year ended March
31, 2025 has been uploaded on the website of the Company on
the following link: https://www.shyammetalics.com/wp-content/
themes/shyam/assets/investors/annual-return/Form%20MGT-7%20
(Annual%20Return%20FY%2024-25).pdf

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formed a Whistle Blower Policy / Vigil Mechanism
policy as required under Section 177 of the Companies Act, 2013 and
Regulation 22 of the SEBI (LODR) Regulations, 2015. A Vigil (Whistle
Blower) mechanism provides a channel to the employees and
Directors to report to the management concerns about unethical
behaviour, actual or suspected fraud or violation of the Codes of
conduct or policy. The mechanism provides for adequate safeguards
against victimization of employees and Directors to avail of the
mechanism and also provide for direct access to the Chairman of the
Audit Committee in exceptional cases. No personnel of the Company
denied access to the Audit Committee. The Whistle-blower Policy is
available on our website, at https://www.shyammetalics.com/wp-
content/uploads/2025/04/Whistle-Blower-Policy.pdf.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work
environment to all its employees and associates and has zero tolerance
towards sexual harassment at workplace. The Company has adopted
the policy against Sexual Harassment of Women at Workplace, for the
purpose of preventing, prohibiting and redressing sexual harassment
of female employees including permanent, temporary, on training
and on contract basis at all the workplace within the company, which
are based on the fundamental principles of justice and fair play.

Further, an Internal Complaints Committee (ICC) has been constituted
at every location where offices of the Company are situated
which shall be responsible for redressal of complaints related to
sexual harassment.

The Company has adopted an Anti-sexual Harassment Policy at
workplace in line with the provisions of the Sexual Harassment

of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. The Company has put
in place suitable processes and mechanisms to ensure issues of
sexual harassment, if any, are effectively addressed. During the
year under review, there were no complaints of sexual harassment
received / reported.

AWARDS AND RECOGNITIONS

The Company was honoured with multiple prestigious awards,
underscoring its unwavering commitment to operational excellence,
organizational culture, and people-centric leadership during the
financial year 2024-25.

A key highlight was being certified as a "Great Place to Work", a
recognition that reflects the Company''s dedication to fostering a
high-trust, high-performance work environment. This achievement
reaffirms our focus on employee engagement, workplace inclusivity,
and the holistic well-being of our workforce.

INDUSTRIAL RELATIONS

Industrial Relations in the Company continued to be cordial
during the year.

MISCELLANEOUS

1. There were no instances where the Board of Directors have not
accepted the recommendations of audit committee.

2. No such transaction was reported where there is 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.

GREEN INITIATIVES

As a responsible corporate citizen, the Company supports the ''Green
Initiative'' undertaken by the Ministry of Corporate Affairs (MCA),
Government of India enabling electronic delivery of documents
including Annual Report, etc. to Members at their e-mail address
already registered with the Depository Participants (DP''s) and

Registrar and Transfer Agent (RTA). Additionally, the Company
conducts various meetings by means of electronic mode in order to
ensure the reduction of carbon footprint.

Pursuant to the relevant circulars issued by the Ministry of Corporate
Affairs (MCA), Government of India and Securities and Exchange
Board of India (SEBI), Notice of the 23^rd AGM and the Annual Report
of the Company for the year 2024-25 are being sent to the Members
only by e-mail.

In view of the above, the shareholders who have not yet registered
their e-mail addresses are requested to register the same with
their DP''s/the Company''s RTA for receiving all communications,
including Annual Report, Notices, Circulars, etc. from the Company
electronically.

ACKNOWLEDGEMENTS

Your Board expresses its deep sense of gratitude and would like to
place on record deep appreciation to all the stakeholders including
customers, business partners, vendors (both international and
domestic), bankers, financial institutions and associates for all the
support rendered during the year.

Your Board expresses their sincere appreciation for the continued
co-operation and support extended to the Company by the
Central Government, the Government of West Bengal and Odisha,
Regularity Authorities, Stock Exchanges, Municipal Authorities
and local authorities in areas where we are operational and
communities at large.

Your Board is deeply grateful to our investors and shareholders for the
confidence and faith that has been reposed in us.

The Board acknowledges, appreciates and values the unwavering
efforts by the employees, workmen and staffs including the
Management headed by the Executive Directors who have worked
together as a team and overall challenging environment. The Board
also appreciates the Independent Directors and the Non-Executive
Directors of the Company for their contribution by way of strategic
guidance, sharing of knowledge, experience and wisdom, which
helps your Company to take the right decisions in achieving its
business goals.

For and on behalf of the Board of Directors
Sd/- Sd/-

Brij Bhushan Agarwal Sanjay Kumar Agarwal

Place: Kolkata Vice Chairman and Managing Director Joint Managing Director

Date: 9^th May, 2025 (DIN: 01125056) (DIN: 00232938)

The Directors take pleasure in presenting the 22^nd (Twenty Second) Annual Report along with the Audited standalone and consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The highlights of the financial performance of the Company for the year ended March 31, 2024 is as below:

FINANCIAL PERFORMANCE

The Standalone Revenue from Operations and Other Income for the financial year 2023-24 stood at H 6764.85 crores (P.Y H 6319.29) representing a growth of 7.05%. During the financial year ended 31^st March, 2024, your Company recorded a profit before tax of H 456.04 crores as against H 297.37 crores in previous year an increase of 53.36%. Net profit after tax also increased by 17.51% at H 351.40 crores compared to H 299.03 crores in previous year. EBITDA was increased from H 542.98 crore in F.Y 2022-23 to H 732.65 crore in F.Y 2023-24.

The consolidated Revenue from Operations and Other Income has increased from H 12762.54 crores in F.Y 2022-23 to H 13354.20 crores in F.Y 2023-24 representing a growth of 4.63%. PBT decreased from H 1036.90 crores in F.Y 2022-23 to H 939.80 crores in the F.Y 2023-24,

a decline of 9.36%. PAT increased from H 843.49 crores in F.Y 202223 to H 1029.00 crores in F.Y 2023-24, an increase of 21.99%. EBITDA increased from H 1603.88 crores in F.Y 2022-23 to H 1729.00 crores in F.Y 2023-24.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the reserve from surplus during the current financial year.

OPERATIONAL HIGHLIGHTS

Brief highlights of the production on Y-O-Y basis of the Company in comparison to the installed capacity are as mentioned below:

STANDALONE - PRODUCTION

CONSOLIDATED - PRODUCTION

During FY''24, production of steel increased by 25.26% (y-o-y) to hit a record of 46,27,611 MT as against 36,94,365 MT in FY''23, whereas the sales of various steel products during FY''24, also reached the highest ever level of 19,28,196 MT, an increase of 11.30% (y-o-y) as compared to 17,32,460 MT in FY''23.

On Consolidated basis the production increased from 77,57,767 MT to 93,96,758 MT, a growth of around 21.13% y-o-y basis, whereas Sales increased from 33,43,668 MT to 36,39,683 MT, a growth of 8.85% y-o-y basis.

STATE OF COMPANY''S AFFAIRS

Shyam Metalics and Energy Ltd. is a leading integrated metal producing company with a focus on long steel products and ferro alloys. It is amongst the largest producers of ferro alloys in terms of installed capacity and the fourth-largest player in the sponge iron

industry. The Company is primarily engaged in the production of long steel products such as iron pellets, sponge iron, steel billets, TMT, structural products, wire rods, ferro alloys, aluminium and stainless steel.

ACQUISITIONS AND INVESTMENTS

The Company has acquired Mittal Corp Limited, indirectly through its subsidiary, Shyam SEL and Power Limited (SSPL) through successful Corporate Insolvency Resolution Process (CIRP) under the applicable provisions of the Insolvency and Bankruptcy Code (IBC), 2016 at a consideration of C 351 crores. The Resolution Plan submitted by SSPL was duly approved by the Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench vide its Order dated 18^th October 2023. Pursuant to the approved Resolution plan, the existing equity shares were extinguished and the new equity shares were issued to SSPL and accordingly Mittal Corp Limited became the subsidiary of SSPL.

Further, pursuant to the said Order and as a part of the approved Resolution Plan, Mittal Corp Limited has merged with SSPL with effect from 17^th February, 2023 and ceased to be subsidiary of SSPL.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations''), the Board of Directors of your Company had formulated and approved the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned. The said Policy may be accessed on the website of the Company at: https://www. shyammetalics.com/wp-content/uploads/2022/04/Dividend_ Distribution_Policy.pdf.

DIVIDEND

During the year under review, your Board had initially declared an interim dividend @ 18% (B 1.80/- per equity share) on 24^th May, 2023. The same was paid on 13^th June, 2023.

Further, the Board has recommended final dividend @ 27% (B 2.70/-per equity share) for the Financial Year 2023-24 on 14^th May, 2024 for the consideration of the Shareholders at the ensuing Annual General Meeting.

The dividend recommendation is in accordance with the Dividend Distribution Policy of the company. Further, in terms of the provisions of the Finance Act, 2020, dividend shall be taxed in the hands of shareholders and the Company shall withhold tax at source at the applicable rates as per the Income Tax Act, 1961.

CAPEX AND LIQUIDITY

During the period under review, the Company, on a consolidated basis spent B 1512 Crores on capital projects largely towards ongoing growth projects in India. During the period under review, the board has approved an additional capex cost of B 3,915 crores by planning to enhance their integrated capacity from 16.94 MTPA to 23.65 MTPA with captive power plant from 377 MW to 597 MW and renewable portfolio to be enhanced from existing 9.1 MW to 109.1 MW in states of Orissa and West Bengal in phases which will be implemented in Company and their wholly owned step-down subsidiaries to expand its business in near future.

POWER

During FY''24, the power generation was 143 MW as against 127.65 MW in FY''23.

OFFER FOR SALE (OFS) TO ACHIEVE MINIMUM PUBLIC SHAREHOLDING

In view to increase the public shareholding of the company with an intent to meet the requirements of the minimum public shareholding of the company in terms of the Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended and Regulation 38 of the SEBI (LODR) Regulations, 2015, as amended, two Promoter Shareholders namely Subham Buildwell Private Limited and Narantak Dealcomm Limited had sold 9510007 and 6576950 Equity Shares respectively through Offer For Sale (OFS) through stock exchange mechanism on 11^th September, 2023 and 12^th September, 2023 and diluted 6.31% of the paid-up capital of the Company.

SMEL Employee Stock Incentive Plan - 2023 ("ESIP-2023")

SMEL Employee Stock Incentive Plan - 2023 ("ESIP-2023'''') was initially approved by the shareholders of the company by means of postal ballot dated 7^th July 2023. The same was later on modified / amended by the shareholders in its meeting held on 21^st September, 2023. Accordingly, the Company has introduced SMEL Employee Stock Incentive Plan - 2023 ("ESIP-2023”) subdivided into two categories:

i. SMEL Performance ESOP Scheme (ESOP - 2023) and

ii. SMEL Loyalty ESOP Scheme (ESOP II - 2023)

All the eligible employees of the Company and of its subsidiary(ies) on exclusive basis, whether in or outside India, including any Director, whether Whole-time or not (other than employees/ directors who are Promoters or belonging to the Promoter Group, Independent Directors and Directors holding directly or indirectly more than ten (10%) percent of the outstanding equity shares of the Company) were granted Stock Options subject to their eligibility as may be determined under ESIP - 2023 in accordance with the provisions of the applicable laws and the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. This grant of stocks under ESIP does not form part of the remuneration payable to any Executive and/or Non-Executive Directors.

The Nomination and Remuneration Committee of the Board of Directors at its meeting held on September 25, 2023 granted 8,59,738 Stock Options to 62 Eligible Employees at a price of B 326 i.e. at a discount of 25% on the market price under ESOP - 2023.

Thereafter, the Nomination and Remuneration Committee of the Board of Directors at its meeting held on September 27, 2023 granted 17,000 Stock Options to 1 Eligible Employee at a price of H 331 i.e. at a discount of 25% under ESOP - 2023 and 2,16,000 Stock Options to 5 Eligible Employees at a price of H 221 i.e. at a discount of 50% on the market price under ESOP II - 2023.

The Granted Options shall vest in the following manner under ESOP - 2023:

During the year, the following Directors of the company were granted ESOP under SMEL Loyalty ESOP Scheme (ESOP II - 2023)

1. Mr. Deepak Agarwal - 69,000 Stock Options (Vesting Period 3 years)

2. Mr. Dev Kumar Tiwari - 52,000 Stock Options(Vesting Period 3 years)

The necessary accounting for the above has been made in the books of accounts in the respective period. Details of the accounting method in accordance with Ind AS 102 - Shared Based Payment, have been provided in the respective notes of the standalone and consolidated financial statements.

Further, the disclosure in terms of Regulation 14 of the SEBI (SBEB & SE Regulations), 2021 is available on the website of the Company at the web-link https://www.shyammetalics.com/wp-content/themes/shyam/assets/investors/other-compliances/ESOP-2023-Disclosures.pdf

A certificate from M/s MKB & Associates, the secretarial auditor confirming that “SMEL Employee Stock Incentive Plan - 2023 (“ESIP - 2023") sub divided into SMEL Performance ESOP Scheme (“ESOP -2023") and SMEL Loyalty ESOP Scheme (“ESOP II - 2023") have been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021 has been obtained and the same is available for electronic inspection of the Members during the AGM of the Company.

FURTHER PUBLIC OFFER (FPO) THROUGH QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

Pursuant to the approval of the shareholders obtained in its last Annual general Meeting held on 21^st September, 2023, your Company came out with further public offering through Qualified Institutional

Placement (QIP) and accordingly made fresh preferential allotment of 2,40,51,165 Equity Shares of H 10/- each at a premium of B 566 per share on 5^th January, 2024 ranking pari passu with the existing equity shares to 38 Qualified Institutional Buyers (QIB) through Qualified Institutional Placement (QIP) at a discount of 3.62% on the Floor Price of H 597.63 i.e. H 576/- Per Share.

The issue was opened on 2^nd January, 2024 and closed on 5^th January, 2024. The issue got buoyant response from the market and was over-subscribed almost 3 (three) times. The shares got listed on 9^th January, 2024 and trading approval was accorded by the BSE Limited and National Stock Exchange (NSE) effective from 10^th January, 2024

As per the objects of the offer, the net proceeds from the fresh issue were utilised towards:

a) Repayment and/or prepayment, in full or in part of certain outstanding borrowings availed by the Company,

b) Investment into the Material Subsidiary, Shyam Sel and Power Limited (SSPL), for repayment or pre-payment, in full or in part, of certain outstanding borrowings availed by SSPL and

c) General Corporate Purposes.

Post this issue, 74.59% of the Equity Share Capital is held by the Promoter and Promoter Group.

Further, the company had undertaken this public offering also to achieve to meet the requirements of the minimum public shareholding of the company in terms of the Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended and Regulation 38 of the SEBI (LODR) Regulations, 2015. Accordingly, postissue the shareholding of the company can be summarised as below:

Utilisation of proceeds

Your Company had appointed India Ratings & Research Private Limited as the Monitoring Agency in terms of Regulation 41(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, to monitor the utilization of QIP proceeds and the Company has obtained the Monitoring Report from the Monitoring Agency and filed the same with both the Stock Exchanges where equity shares of the Company are listed.

The Monitoring Agency, India Ratings & Research Private Limited vide its report as approved by the Board of Directors on 14^th May, 2024 had confirmed that, the fund raised through this QIP was fully utilised in line with the purpose / objects mentioned in the Offer / Placement documents and there was no deviation in this regard. The same was duly intimated to the Stock Exchanges.

The Utilisation of the fund raised are summarised herein below:

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material change(s) and commitment(s), except elsewhere stated in this report, affecting the financial position of the Company between the end of the financial year of the Company i.e. March 31, 2024 and the date of this Report.

There has been no change in the nature of business of the Company during the financial year ended on March 31,2024.

CREDIT RATING

The Company has updated the financial credit rating to AA/Stable for long term banking facilities and A1 for short term banking facilities by CRISIL. The rating emphasizes the financial strength of the Company in terms of the highest safety with regard to timely fulfilment of its financial obligations.

The above rating continues to draw strength from promoter''s experience, operational efficiency by virtue of having an integrated plant, production of value-added products fetching higher margins, increasing profit levels and moderate its financial position.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (“the Act”), the SEBI (LODR) Regulations, 2015 and Ind AS, the Audited Consolidated Financial Statements are provided in the Annual Report.

SHARE CAPITAL

During the FY''24, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company is H 4,00,00,00,000/- (Rupees Four Hundred Crores) divided into 40,00,00,000 Equity Shares of H 10/- each.

There has been a change in the Paid-Up Capital of the Company as on 31 March, 2024. The Paid-Up Capital of the Company increased from H 2,55,08,06,880/- (Rupees Two Hundred Fifty Five Crore Eight Lacs Six Thousand Eight Hundred And Eighty) divided into 25,50,80,688 Equity Shares of H 10/- each to H 2,79,13,18,530/- (Rupees Two Hundred Seventy Nine Crore Thirteen Lacs Eighteen Thousand Five Hundred And Thirty) divided into 27,91,31,853 Equity Shares of H 10/- each.

This increase in the paid-up share capital during the year under review, is because of issuance of further 24051165 Equity Shares. The Company had made a preferential allotment of 24051165 Equity Shares of H 10/- each at a premium of H 566 per share on 5^th January, 2024 i. e. @ H 576/- per share ranking pari-passu with the existing equity shares to the Qualified Institutional Buyers (QIB) through Qualified Institutional Placement (QIP).

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

During the financial year 2023-24, Shyam SEL and Power Limited (SSPL) was the Material subsidiary pursuant to Regulation 16 of the SEBI Listing Regulations.

As on 31^st March, 2024, following are the step-down subsidiaries of the company:

1. Shyam Energy Limited

2. Shree Venkateshwara Electrocast Private Limited

3. Ramsarup Industries Limited

4. Shyam Metalics Flat Product Private Limited

5. Shyam Metalics International DMCC

6. S S Natural Resources Private Limited

7. Meadow Housing Private Limited

8. Taurus Estates Private Limited (ceased to be subsidiary w. e. f. 31-03-2024)

9. Whispering Developers Private Limited

10. Nirjhar Commodities Private Limited

11. Shree Sikhar Iron & Steel Private Limited

The Company has one Associate namely, Meghana Vyapaar Private Limited and another Associate namely Kolhan Complex Private Limited through its subsidiary, SSPL.

The Company has one Joint Venture namely MJSJ Coal Limited and another Joint Venture namely Kalinga Energy & Power Limited through its subsidiary, SSPL.

During the year under review, the Board of Directors reviewed the affairs of its subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

A separate statement containing performance and highlights of Financial Statements of subsidiaries, associates and joint ventures is provided in the prescribed Form AOC-1 as Annexure - I and is annexed to this report pursuant to Section 129(3) of the Act read with Rule 5 of the companies (Accounts) Rules, 2014.

Pursuant to the provision of section 136 of the Act, the Audited standalone and consolidated financial statements of the company for the financial year ended 31^st March 2024 along with relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company at www. shyammetalics.com.

Name of the Companies which ceased to be its subsidiaries during the financial year under review

1. Hrashva Storage and Warehousing Private Limited - During the period under review, one of the subsidiary of SSPL; Harshva Storage and Warehousing Pvt. Ltd.; has amalgamated with SSPL pursuant to the Order dated 22^nd September, 2023 of the Hon''ble National Company Law Tribunal (NCLT), Kolkata bench under section 230- 232 of the Companies Act, 2013. The appointed date of the amalgamation scheme was 1^st April, 2022.

2. Mittal Corp Limited - The Company had acquired Mittal Corp Limited, indirectly through its subsidiary, SSPL through successful Corporate Insolvency Resolution Process (CIRP) under the applicable provisions of the Insolvency and Bankruptcy Code (IBC), 2016. The Resolution Plan submitted by SSPL was duly approved by the Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench vide its Order dated 18^th October 2023. Pursuant to the approved Resolution plan, the existing equity shares were extinguished and the new equity shares were issued to SSPL and accordingly Mittal Corp Limited became the subsidiary of SSPL. Further, pursuant to the said Order and as a part of the approved Resolution Plan, Mittal Corp Limited has merged with SSPL with effect from 17^th February, 2023 and ceased to be subsidiary of SSPL.

3. Platinum Minmet Private Limited - During the period under review, one of the subsidiary of SSPL; Platinum Minmet Pvt. Ltd.; has amalgamated with SSPL pursuant to the Order dated 25^th January 2024 of the Hon''ble National Company Law Tribunal (NCLT), Kolkata bench under section 230- 232 of the Companies Act, 2013. The appointed date of the amalgamation scheme was 1^st April, 2022.

4. Taurus Estates Private Limited - Shyam Sel and Power Limited, the material wholly-owned subsidiary of the Company had sold its entire stake of 750000 equity shares held in Taurus Estates Private Limited on 31^st March, 2024 and accordingly.

Taurus Estates Private Limited ceased to be the subsidiary of Shyam SEL and Power Limited.

There have been no joint ventures and associates during the year under review that have become or ceased to be the joint ventures and associates.

The Company has formulated a policy for determining “Material Subsidiary” in terms of Regulation 16 of Listing Regulations. The policy may be accessed on the website of the Company at: https:// www.shyammetalics.com/wp-content/uploads/2023/05/Policy-for-determining-Material-Subsidiary.pdf.

DIRECTORS

During the year under review, there has been the following changes in the composition of the Board.

1. Mr. Malay Kumar De (DIN: 00117655) has been appointed as an Independent Director of the Company for the first term of five consecutive years commencing from 27^th July, 2023 to 26^th July 2028. The requisite approval of the shareholders in this regard was taken in the last Annual General Meeting held on 21^st December, 2023.

The Board is of the opinion that, Mr Malay Kumar De is a person of integrity, expertise and competent experience and proficiency to serve the company as an independent director of the company that will strengthen the composition of the Board.

2. Mr. Ashok Kumar Jaiswal (DIN: 00545574), Independent Director had resigned from the directorship of the Company w.e.f 27 July, 2023 due to personal reasons.

3. Mr. Shashi Kumar (DIN: 00116600) has been appointed as an Independent Director of the Company for the first term of five consecutive years commencing from 21^st September, 2023 till 20^th September, 2028. The requisite approval of the shareholders in this regard was taken in the last Annual General Meeting held on 21^st December, 2023.

The Board is of the opinion that, Mr. Shashi Kumar is a person of integrity, expertise and competent experience and proficiency to serve the company as an independent director of the company that will strengthen the composition of the Board.

4. Mr. Sheetij Agarwal (DIN: 08212992) was appointed as a Wholetime Director of the Company for a period of five consecutive years commencing 10^th November, 2023 till 9^th November, 2028.

His appointment was approved by the shareholders of the Company by the resolution passed by the requisite majority be means of postal ballot on 11^th January 2024. Mr. Agarwal is a Promoter Director and has pursued Bachelor of Science in Business Administration from DAmore Mckim School of Business, Northeastern University. He is also a key person in developing a strategic roadmap to augment Shyam Metalics''s position as a global trailblazer in the steel industry. He also offers his expertise on market intelligence, evaluative growth opportunities, capital investments, and brand alliances for Shyam Metalics. He is primarily responsible for the establishment

of the company''s footprint in the domestic market and over 40 international markets

In terms of the provisions of Section 152 of the Act read with the Articles of Association of the Company, Mr. Mahabir Prasad Agarwal (DIN: 00235780), Director and Mr. Dev Kumar Tiwari (DIN: 02432511), Director retires by rotation and being eligible, offer themselves for reappointment. Members approval is being sought at the ensuing AGM for their re-appointment.

During the period under Review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transaction with the Company, other than the sitting fees and commission, as applicable, received by them.

As on 31^st March, 2024 and in terms of Section 149 of the Companies Act, 2013, Mr. Yudhvir Singh Jain, Mr. Kishan Gopal Baldwa, Mr. Nand Gopal Khaitan, Mr. Malay Kumar De, Mr. Shashi Kumar and Mrs. Rajni Mishra are the Independent Directors of the Company.

In the opinion of the Board, all the Directors as well as the directors proposed to be re-appointed possess the requisite qualification, experience and expertise and hold high standards of integrity. The list of key skills, expertise and core competencies of the Board is provided in the Corporate Governance Report forming part of this Report. All the Independent Directors are exempt from the requirement of passing the proficiency test.

KEY MANAGERIAL PERSONNEL''S (KMP)

During the year under review, there has been a change in the composition of the Key Managerial Personnel.

1. Mr. Deepak Agarwal, Whole-time Director and KMP was additionally appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 5^th May, 2023.

In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31^st March, 2024:

a) Mr. Brij Bhushan Agarwal - Vice Chairman and Managing Director

b) Mr. Sanjay Kumar Agarwal - Joint Managing Director

c) Mr. Deepak Agarwal - Whole-Time Director & Chief Financial Officer (Appointed as CFO on 5^th May, 2023)

d) Mr. Birendra Kumar Jain - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from each of the Independent Directors that they, respectively, meet the criteria of independence prescribed under Section 149 read with Schedule IV of the Act and rules made thereunder, as well as Regulations 16(1)

(b) and 25(8) of the SEBI (LODR) Regulations, 2015. Based on the declarations received, the Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfil the criteria of independence and are independent from the management.

In terms of Section 150 of the Companies Act, 2013 and rules framed thereunder, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) and has confirmed to comply with the requirements of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), within the prescribed timeline.

PERFORMANCE EVALUATION

The Board of Directors understands the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following:

• Board of Directors as a whole

• Committees of the Board of Directors

• Individual Directors including the Chairman of the Board of Directors

In compliance with the requirements of the provisions of Section 178 of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January, 2017, a performance evaluation was carried out internally for the Board, Committees of the Board, Individual Directors including Chairman of the Board for the financial year ended March, 2024. During the year under review, the Company has complied with all the criteria of evaluation as envisaged in the SEBI Circular on Guidance Note on Board Evaluation such as preparation, participation, conduct and effectiveness.

The key objectives of conducting the Board evaluation process were to ensure that the Board and various committees of the Board have appropriate composition and they have been functioning collectively to achieve common business goals of the Company. Similarly, the key objectives of conducting performance evaluation of the Directors through individual assessment and peer assessment were to ascertain if the directors actively participate in the Board / committee meetings and contribute to achieve the common business goals of the Company.

All the Directors carry out the aforesaid performance evaluation in a confidential manner and provide their feedback on a rating scale of 1 to 5 in the specified formats. The performance evaluation feedback of all the Directors including Chairman is discussed by the Independent Directors in their separate meeting and forward their recommendation to the Chairperson of the Nomination and Remuneration Committee (NRC). Thereafter, the NRC forward the recommendation to the Board of Directors.

The outcome of such performance evaluation exercise was discussed during the year at a separate meeting of the independent directors held on 27^th March, 2024, and subsequently by the Nomination and Remuneration Committee held on 13^th May, 2024. The NRC forwarded their recommendation based on such performance evaluation process to the Board of Directors.

After completion of internal evaluation process, the Board at its meeting held on 14^th May, 2024 also discussed the performance evaluation of the Board, its committees and individual directors. The performance evaluation of the Independent Directors of the Company was done by the entire Board of Directors, excluding the

independent directors being evaluated. The Board expressed its satisfaction with the evaluation process and the results thereof.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of your Company met on March 27, 2024, without the attendance of Non-Independent Directors and members of the management. As elaborated in the above para, the Independent Directors reviewed the performance of all the Directors, the Committees of the Board and the Board as a whole along-with the performance of the Chairman of the Company and assessed the quality, timelines of flow of information between the management and the Board and other relevant parameters that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of the training and familiarization program are provided in the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website, at https://www.shyammetalics.com/wp-content/themes/shyam/assets/investors/announcement/terms-and-conditions-ID.pdf

BOARD AND COMMITTEES OF THE BOARD

Board Meetings:

The Board of Directors met 5 (five) times during the period under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Committee of the Board:

Pursuant to the various requirements under the Act and the Listing Regulations and to focus on specific areas and make informed decisions in line with the delegated authority, the Board of Directors has constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Executive Committee

• QIP Committee 2023-24

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

LISTING ON STOCK EXCHANGES

The Company''s shares are listed on Bombay Stock Exchange Limited (BSE) with scrip code: 543299 and the National Stock Exchange of

India Limited (NSE) with scrip code SHYAMMETL. The Company has paid the requisite listing fees to the Stock Exchanges for the financial year 2023-24.

As on the date of this report there were 27,91,31,853 of Equity Shares of the Company Listed on the above Stock Exchanges.

DEPOSITS

The Company has not accepted/received any deposits during the year under report, falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Act read with rules framed thereunder and Regulation 23 of the SEBI (LODR) Regulations, your Company has in place Related Party Transactions Policy dealing with related party transactions. The policy may be accessed at: https://www. shyammetalics.com/wp-content/uploads/2023/05/Policy-for-Transaction-with-Related-Parties.pdf.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. There were no materially significant related party transactions made by the Company during the year that would have required the approval of the shareholders under Regulation 23 of the Listing Regulations.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Accounts 2023-24.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.

CODE OF CONDUCT

The Code of Conduct is based on the principle that business should be conducted in a professional manner with honesty and integrity and thereby enhancing the reputation of the company. The Code ensures lawful and ethical conduct in all affairs and dealing of the company.

The same can be accessed on the Company''s website at weblink: https://www.shyammetalics.com/wp-content/uploads/2021/08/ SMEL_Policy-Doc_Code-of-Conduct.pdf

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI (LODR) Regulations, the policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company and the criteria for determining qualifications, positive attributes and Independence of a director as specified in the relevant provision is uploaded on the website of the Company and may be accessed at: https://www.shyammetalics.com/wp-content/uploads/2024/05/ Nomination-and-Remuneration-Policy.pdf.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time to time, a statement showing the names and other particulars of the top ten employees and the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-II to this report.

STATUTORY AUDITORS AND AUDIT REPORTS

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder and based on the recommendation of the Audit Committee and Board, M/s. S K Agarwal & Co., Chartered Accountants LLP, Chartered Accountants (ICAI Firm Registration No. 306033E/ E300272) were the Statutory Auditors of the Company and had resigned on 27^th July, 2023 as the Company wants to appoint one of the large audit firms as Statutory Auditors of the Company, therefore, M/s. S K Agarwal & Co., Chartered Accountants LLP have agreed to step down as Statutory Auditors of the Company.

Subsequently, M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. S K Agarwal & Co., Chartered Accountants LLP to hold the office from 28^th July, 2023 until the conclusion of 21^st Annual General Meeting.

M/s. MSKA & Associates, Chartered Accountants was further appointed as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 21^st Annual General Meeting till the conclusion of 26^th Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors from time to time in consultation with the Auditors.

The Auditors Report to the shareholders for the year under review does not contain any qualification or adverse remarks. No fraud

has been reported by the Auditors to the Audit Committee of the Company or to the Board. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for further comments.

INTERNAL AUDITORS

In terms of the provisions of section 138 of the Companies Act, 2013, M/s. KPMG Assurance and Consulting Services LLP were appointed as the Internal Auditors for FY 2024-25. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The reports and deviations are regularly discussed with the management and actions are taken, whenever necessary and in parallel, the Audit Committee, inter-alia, reviews the Internal Audit Report

INTERNAL FINANCIAL CONTROLS

The Company has laid down adequate internal financial controls with appropriate checks and balance with reference to financial statements and such internal financial controls are operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Audit Committee of the Board periodically reviews the adequacy of the internal control systems for continuous updation and improvement therein. The Audit Committee also regularly reviews and monitors the budgetary controls system of the company as well as the system for cost control, financial control, accounting controls, physical verification etc. The Audit committee regularly reviews that proper internal financial controls are in place including with reference to financial statements. During the year, such controls were reviewed, and no reportable material weakness was observed.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries, (FRN: P2010WB042700) to conduct the Secretarial Audit of the Company for the financial year 2023-24.

In terms of Regulation 24A of the SEBI Listing Regulations, FCS Mukesh Chaturvedi, Practicing Company Secretary (COP No: 3390) was appointed as Secretarial Auditors of Shyam Sel and Power Limited, a material unlisted subsidiary of the Company for the financial year 2023-24.

The Secretarial Audit Reports issued by M/s. MKB & Associates, Company Secretaries, for the Company and FCS Mukesh Chaturvedi, Practicing Company Secretary for Shyam Sel and Power Limited, are annexed herewith as Annexure-III A and Annexure III B to the Report.

The report of the Secretarial Auditors is self-explanatory, and it does not contain any qualification, reservation, adverse remark or disclaimer except in the report issued by M/s. MKB & Associates, Company Secretaries, which reads as follows:

As required under Regulation 29 of Listing Regulations, the company has not given prior intimation to the stock exchanges with respect to proposal of fund raising as discussed in the Board Meeting held on 27^th July, 2023. Fine was levied by the stock exchanges and paid by the company.

The Board has re-appointed M/s. MKB & Associates, Company Secretaries, as the Secretarial Auditor of the Company and FCS Mukesh Chaturvedi, Company Secretary for Shyam Sel and Power Limited (material unlisted subsidiary) for the financial year 2024-25.

COST AUDITORS AND COST AUDIT REPORT

M/s. BSS & Associates (FRN: 001066), Previously known as M/s. Abhimanyu Nayak & Associates (FRN: 101052), Cost Accountants, the Cost Auditors of the Company submitted the cost Audit Report for the year 2022-23 within the time limit prescribed under the Act and Rules made thereunder.

During the period under review, pursuant to Section 148 of the Act read with Rules framed thereunder, the Board had appointed M/s. BSS & Associates (FRN: 001066), Cost Accountants to conduct the Audit of the cost records of the company for the financial year 2023-24. The Report of Cost Auditors for the Financial Year ended March 31,2024 is under finalisation and will be filed with MCA within prescribed time.

The Board of Directors, on recommendation of Audit Committee appointed M/s. BSS & Associates (FRN: 001066), Cost Accountants, as the Cost Auditors of the Company for auditing the cost records of the Company for the financial year 2024-25, subject to ratification of remuneration by the Shareholders of the Company in the 22^nd AGM of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration of H 55000/- plus applicable taxes and actual out of pocket expenses incurred in connection with the cost audit for the financial year 2024-25 is included in the Notice convening the 22^nd AGM of the Company. The company has received the necessary declaration and consent from the partner, Mr Abhimanyu Nayak (FCMA No. 30656) on behalf of M/s. BSS & Associates (FRN: 001066), Cost Accountants.

MAINTENANCE OF COST RECORDS

The Company is duly maintaining the cost accounts and records as specified by the Central Government in compliance with Section 148 of the Act read with the Rules made thereunder, as amended.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve the business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through

strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

HUMAN RESOURCES

The Company places significant emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. The Company integrates employee growth with organisational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realisation of organisational goals. To this effect, your Company has a training centre for knowledge sharing and imparting need-based training to its employees. The Company also does a performance appraisal for its employees.

CORPORATE SOCIAL RESPONSIBILITY

The Company strongly believes that sustainable community development is essential for harmony between the community and the industry. The Company endeavours to make a positive contribution especially to the underprivileged communities by supporting a wide range of socio-economic, educational, sports, woman empowerment and health initiatives etc and to move ahead and take part and contribute in the growth of the country.

The Company''s CSR policy provides guidelines to conduct CSR activities of the Company. The Board of Directors of the Company oversees the implementation of CSR Policy of the Company. In line with the provisions of the Act and on the recommendations of the CSR Committee, the Board of Directors has approved the CSR Policy of the Company. Detailed CSR Policy of the Company has been uploaded on the website of the Company at www.shyammetalics.com.

The Annual Report on the CSR activities for the financial year 2023-24 is annexed herewith as Annexure- IV to this report.

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

The particulars related to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-V to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material order(s) passed by the regulators/ courts which would impact the going concern status of the Company and its future operations during the year under review.

ANY APPLICATION/PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFCs) and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including the audit of IFCs over financial reporting by the Statutory Auditors and reviews performed by the management and the relevant Board Committees, including the Audit Committee, The Board is of the opinion that the Company''s IFCs are adequate and effective during F.Y 2023-24.

Accordingly, pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, and as per Schedule II Part C of the SEBI Listing Regulations, the Board of Directors, to the best of its knowledge and ability confirms that:

(a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation and there are no material departures;

(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 your Company as at the end of the financial year and of the profit of the Company for year under review;

(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 Directors have prepared the annual accounts on a going concern basis;

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

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

OTHER INFORMATION CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out in Regulation 17 to Regulation 27 of the SEBI(LODR) Regulations, 2015. The report on Corporate Governance, for the financial year ended 31^st March, 2024, as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 forms an integral part of this Annual Report.

The certificate received from M/s. KPA & CO. LLP, (FRN : P2019WB078600) Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 is annexed to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In compliance with Regulation 34(2)(f) of the Listing Regulations read with the SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015, your Company has prepared a BRSR in the prescribed format for the financial year ended March 31, 2024 describing initiatives undertaken from an environmental, social and governance perspective, which is annexed to the Annual Report.

The Policy on Business Responsibility and Sustainability Report (BRSR) has been uploaded on the website of the Company at www.shyammetalics.com and is available at the link https://www. shyammetalics.com/wp-content/uploads/2022/07/Business-Responsibility-Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section titled “Management Discussion and Analysis Report” (MDA), forms part of the Annual Report.

ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31,2024 has been uploaded on the website of the Company on the following link: https://www.shyammetalics.com/investors/annual-report-and-return/

The Annual Return uploaded on the website is draft in nature and the final Annual Return shall be uploaded at the same link on the website of the Company once the same is filed with MCA after the AGM.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. No personnel of the Company denied access to the Audit Committee. The Whistle-blower Policy is available on our website, at https://www.shyammetalics.com/wp-content/uploads/2021/08/SMEL_PolicyDocs_WhistleBlower.pdf.

PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE

The Company is committed to provide a safe and conducive work environment to all its employees and associates and has zero tolerance towards sexual harassment at work place. The Company has adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees including permanent, temporary, on training and on contract basis at all the workplace within the company, which are based on the fundamental principles of justice and fair play.

Further, an Internal Complaints Committee (ICC) has been constituted at every location where offices of the Company is situated which shall be responsible for redressal of complaints related to sexual harassment.

The Company has adopted an Anti-Sexual Harassment Policy at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has put in place suitable processes and mechanisms to ensure issues of sexual harassment, if any, are effectively addressed. During the year under review, there were no complaints of sexual harassment received / reported.

AWARDS AND RECOGNITIONS

The Company has been a proud recipient of numerous awards and recognitions during the year 2023-24. The significant ones are listed below:

• Certified as “Great Place to Work”

• Certified as GreenPro

• Certified as Two Star Export House

• Certified as Best Employer Award 2023

INDUSTRIAL RELATIONS

Industrial Relations in the Company continued to be cordial during the year.

MISCELLANEOUS

1. There were no instances where the Board of Directors have not accepted the recommendations of audit committee.

2. No such transaction was reported where there is 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.

GREEN INITIATIVES

As a responsible corporate citizen, the Company supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs (MCA), Government of India enabling electronic delivery of documents including Annual Report, etc. to Members at their e-mail address

already registered with the Depository Participants (DP''s) and Registrar and Transfer Agent (RTA). Additionally, the Company conducts various meetings by means of electronic mode in order to ensure the reduction of carbon footprint.

Pursuant to the relevant circulars issued by the Ministry of Corporate Affairs (MCA), Government of India and Securities and Exchange Board of India (SEBI), Notice of the 22^nd AGM and the Annual Report of the Company for the year 2023-24 are being sent to the Members only by e-mail.

In view of the above, the shareholders who have not yet registered their e-mail addresses are requested to register the same with their DP''s/the Company''s RTA for receiving all communications, including Annual Report, Notices, Circulars, etc. from the Company electronically.

ACKNOWLEDGEMENTS

Your Board expresses its deep sense of gratitude and would like to place on record deep appreciation to all the stakeholders including customers, business partners, vendors (both international and domestic), bankers, financial institutions and associates for all the support rendered during the year.

Your Board expresses their sincere appreciation for the continued co-operation and support extended to the Company by the Central Government, the Government of West Bengal and Odisha, Regularity Authorities, Stock Exchanges, Municipal Authorities and local authorities in areas where we are operational and communities at large.

Your Board is deeply grateful to our investors and shareholders for the confidence and faith that has been reposed in us.

The Board acknowledges, appreciates and values the unwavering efforts by the employees, workmen and staffs including the Management headed by the Executive Directors who have worked together as a team and overall challenging environment. The Board also appreciates the Independent Directors and the Non-Executive Directors of the Company for their contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals.

Your Directors are pleased to present the 21st (Twenty First) Annual Report and Audited Financial Statement of the Company for the year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March, 2023 is summarized as below:

FINANCIAL PERFORMANCE

The Standalone Gross Income for the financial year 2022-23 stood at H6306.20 crores (P.Y H4753.58) representing a growth of 32.66%. During the financial year ended 31st March, 2023, your Company recorded a profit before tax of H297.37 crores as against H1112.27 crores in previous year a decrease of 73.26%. Net profit after tax also decreased by 63.09% at H299.03 crores compared to H810.27 crores in previous year. EBIDTA Margin was at 7.61% in F.Y 2022-23 as compared to 24.10% in F.Y 2021-22.

The Gross consolidated revenue has increased from H10453.96 crores in F.Y 2021-22 to H12722.19 crores in F.Y 2022-23 representing a growth of 21.70%. PBT decreased from H2364.33 crores in F.Y 2021-22 to H1041.83 crores in the F.Y 2022-23, a decline of 55.93%. PAT decreased from H1724.18 crores in F.Y 202122 to H848.41 crores in F.Y 2022-23, a decline of 50.79%. Finance cost was increased from H23.16 crores in F.Y 2021-22 to H93.13 crores in F.Y 2022-23. EBIDTA declined from H2599.89 crores in F.Y 2021-22 to H 1486.03 crores in F.Y 2022-23, a decline of around 42.84% on account of lower realisation of products, increase in power and energy cost, increase in prices of critical Raw Materials & Overheads.

ACQUISITIONS AND INVESTMENTS

The Company has acquired the following Companies indirectly through its subsidiary.

1. S S Natural Resources Private Limited - On 23rd May, 2022, Shyam Sel and Power Limited (Wholly owned Subsidiary of the Company) had acquired 366000 (60%) Equity Shares of

5 S Natural Resources Pvt. Ltd. Subsequent to which S S Natural Resources Pvt. Ltd. has become a subsidiary of Shyam Sel and Power Limited.

2. Ramsarup Industries Limited - Ramsarup Industries Limited was admitted under the Corporate Insolvency Resolution Process (CIRP) by the Hon''ble National Company Law Tribunal (NCLT), Kolkata Bench, vide its order dated 8th January 2018. The resolutions plan submitted by the consortium of S S Natural Resources Private Limited and Shyam SEL And Power Limited was duly approved by the Hon''ble NCLT, Kolkata Bench vide its Order dated 4 September, 2019. Further, Hon''ble NCLT vide its Order dated

6 April, 2022, directed to implement the Approved Resolution Plan. Accordingly, the Monitoring Agency implemented the approved Resolution Plan on 5th May, 2022 and 50,00,000 Equity Shares were issued to S S Natural Resources Pvt. Ltd. on 5th May, 2022, by virtue of which, Ramsarup Industries Limited became a Wholly-owned subsidiary of S S Natural Resources Pvt. Ltd.

Since S S Natural Resources Pvt. Ltd has become a subsidiary of Shyam Sel and Power Limited on 23 May, 2022, therefore,

Ramsarup Industries Ltd. has become step-down subsidiary of Shyam Sel and Power Limited.

3. Shyam Metalics Flat Product Private Limited - On 14

February, 2023, Shyam Sel and Power Limited (Wholly owned Subsidiary of the Company) had acquired 10000 (100%) Equity Shares of Shyam Metalics Flat Product Pvt. Ltd. Subsequent to which Shyam Metalics Flat Product Pvt. Ltd. has become a subsidiary of Shyam Sel and Power Limited.

4. Shaym Metalics International DMCC was incorporated on 17 August, 2022 in Dubai (UAE) as the Wholly Owned Subsidiary of Shyam Sel and Power Ltd.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material change(s) and commitment(s), except elsewhere stated in this report, affecting the financial

position of the Company between the end of the financial year of the Company i.e. March 31,2023 and the date of this Report.

There has been no change in the nature of business of the Company during the financial year ended on March 31,2023.

STATE OF COMPANY''S AFFAIRS

Shyam Metalics and Energy Ltd. is a leading integrated metal producing company with a focus on long steel products and ferro alloys. It is amongst the largest producers of ferro alloys in terms of installed capacity and the fourth-largest player in the sponge iron industry. The Company is primarily engaged in the production of long steel products such as iron pellets, sponge iron, steel billets, TMT, structural products, wire rods, and ferro alloys.

OPERATIONAL HIGHLIGHTS

A brief highlight of the production on Y-O-Y basis of the Company in comparison to the installed capacity is as mentioned below:

During FY''23, production of steel increased by 34.08% (y-o-y) to hit a record of 36,94,365 MTPA as against 27,55,400 MTPA in FY''22, whereas the sales of various steel products during FY''23, also reached the highest ever level of 17,32,460 MT, an increase of 2.48% (y-o-y) as compared to 16,90,546 MT in FY''22.

On Consolidated basis the production increased from 54,62,067 MTPA to 77,57,767 MTPA, a growth of around 42.03% y-o-y basis, whereas Sales increased from 32,38,571 MTPA to 33,43,668 MTPA, a growth of 3.25% y-o-y basis.

POWER

During FY''23, the power generation was 127.65 MW as against 122.82 MW in FY''22.

DIVIDEND

During the year under review, your Company had declared an interim dividend @ 18% (H1.80/- per equity share) on 2nd August, 2022. The same was paid on 25th August, 2022.

The Company had paid the final dividend @ 27% (H2.70/- per equity share) for the FY 2021-22 pursuant to the approval of shareholders at the annual general meeting. The same was paid on 14th October, 2022.

For the Financial Year 2022-23, your Company has not recommended any final dividend.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. Further, in terms of the provisions of the Finance Act, 2020, dividend shall be taxed in the hands of shareholders and the Company shall withhold tax at source at the applicable rates as per the Income Tax Act, 1961.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations''), the Board of Directors of your Company had approved the Dividend Distribution Policy. The Policy may be accessed on the website of the Company at: https: //www.shyammetalics.com/wp-content/ uploads/2022/04/Dividend Distribution Policy.pdf

The objective of this policy is to establish the parameters to be considered by the Board of Directors of your Company before declaring or recommending dividend.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the reserve from surplus. An amount of H299.03 crores (previous year H810.27 crores) is proposed to be held as Retained Earnings.

CAPEX AND LIQUIDITY

During the period under review, the Company, on a consolidated basis spent H1578.92 Crores on capital projects largely towards ongoing growth projects in India, essential sustenance and replacement schemes.

CREDIT RATING

The Company has updated the financial credit rating to AA/ Stable for long term banking facilities and A1 for short term banking facilities by CRISIL. The rating emphasizes the financial strength of the Company in terms of the highest safety with regard to timely fulfilment of its financial obligations.

The above rating continues to draw strength from promoter''s experience, operational efficiency by virtue of having an integrated plant, production of value-added products fetching higher margins, increasing profit levels and moderate its financial position.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 ("the Act"), the SEBI (LODR) Regulations, 2015 and Ind AS, the Audited Consolidated Financial Statements are provided in the Annual Report.

SHARE CAPITAL

During the FY''23, there was change in the Authorised Share Capital of the Company. The Authorised Share Capital was increased from H290,00,00,000/- (Rupees Two Hundred Ninety Crores) divided into 29,00,00,000 Equity Shares of H10/- each to H4,00,00,00,000/- (Rupees Four Hundred Crores) divided into 40,00,00,000 Equity Shares of H10/- each.

There was no change in the Paid Up Capital of the Company and as on 31 March, 2023, the Paid Up Capital of the Company stood at H2,55,08,06,880/- (Rupees Two Hundred Fifty Five Crore Eight Lacs Six Thousand Eight Hundred And Eighty) divided into 25,50,80,688 Equity Shares of H10/- each.

The Company has not issued any shares or securities with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

The Company has not accepted/received any deposits during the year under report, falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Act read with rules framed thereunder and Regulation 23 of the SEBI (LODR) Regulations, your Company has in place Related Party Transactions Policy dealing with related party transactions. The policy may be accessed at: https://www.shyammetalics.com/wp-content/uploads/2023/05/ Policy-for-Transaction-with-Related-Parties.pdf

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. There were no materially significant related party transactions made by the Company during the year that would have required the approval of the shareholders under Regulation 23 of the Listing Regulations.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Accounts 2022-23.

PARTICULARS OF LOANS, GUARANTEES SECURITIES AND INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one material Subsidiary namely Shyam Sel and Power Limited, one Associate namely, Meghana Vyapaar Private Limited and one Joint Venture namely MJSJ Coal Limited. During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

A separate statement containing performance and highlights of Financial Statements of subsidiary, associate and joint venture companies is provided in the prescribed Form AOC-1 as Annexure - I and forming part of this report.

The financial statements of subsidiary companies are kept open for inspection by the shareholders at the registered office of the Company during business hours on all days except on Saturdays, Sundays and on public holidays upto the date of the Annual General Meeting ("AGM") as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office.

The audited financial statements including the consolidated financial statements and all other documents required to be attached thereto and financial statements of the subsidiary Company have been uploaded on the website of your Company at www.shyammetalics.com.

There have been no subsidiaries, joint ventures and associates during the year under review that have become or ceased to be the subsidiaries, joint ventures and associates.

Your Company has framed a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of Listing Regulations. The policy may be accessed on the website of the Company at: https://www.shyammetalics.com/wp-content/uploads/2023/05/ Policy-for-determining-Material-Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of an optimum mix of Executive and NonExecutive Directors including Independent Directors. As on March 31, 2023, the Board consists of 10 (ten) Directors, including and headed by Non-Executive Chairman, four Executive Directors, and five Independent Directors out of which one is a Woman Director.

During the year under review, there has been change in the composition of the Board. Mr. Bhagwan Shaw (DIN: 03419298) had resigned from the position of Whole time Director w.e.f 8th November, 2022 due to personal reason, Mr. Venkata Krishna Nageswara Rao Majji (DIN: 07035891) had resigned from the position of Independent Director of the Company effective from 14th February, 2023 due to personal reason and other professional commitment, Mr. Ajay Choudhury (DIN: 00040825) had resigned from the position of Independent Director of the Company effective from 14th February, 2023 due to personal reason and other professional commitment and Mr. Nand Gopal Khaitan (DIN: 00020588) was appointed as an Independent, NonExecutive Director of the Company for a period of 5 (five) years w.e.f 14th February, 2023 till 13th February, 2028. Consequently, the Committees of the Board were re-constituted.

During the year under review, the shareholders of the Company through Postal Ballot approved the following:

1. Re-appointment of Mr. Ajay Choudhury (DIN: 00040825) as an Independent, Non-Executive Director of the Company for another period of 5 (five) years w.e.f 6th April, 2023 till 5th April, 2028

2. Re-appointment of Mr. Ashok Kumar Jaiswal (DIN: 00545574) as an Independent, Non-Executive Director of the Company for another period of 5 (five) years w.e.f 16th January, 2023 till 15th January, 2028

3. Re-appointment of Mr. Yudhvir Singh Jain (DIN: 06507365) as an Independent, Non-Executive Director of the Company

for another period of 5 (five) years w.e.f 16th January, 2023 till 15 th January, 2028

4. Re-appointment of Mr. Kishan Gopal Baldwa (DIN: 01122052) as an Independent, Non-Executive Director of the Company for another period of 5 (five) years w.e.f 15th May, 2023 till 14th May, 2028

5. Appointment of Mr. Nand Gopal Khaitan (DIN: 00020588) as an Independent, Non- Executive Director of the Company for a period of 5 (five) years w.e.f 14th February, 2023 till 13th February, 2028

In accordance with the requirement of the Companies Act, 2013, Mr. Sanjay Kumar Agarwal (DIN: 00232938) Director retires by rotation and being eligible, offer himself for re-appointment. Members'' approval is being sought at the ensuing AGM for his re-appointment.

During the period under Review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transaction with the Company, other than the sitting fees and commission, as applicable, received by them.

As on 31 March, 2023 and in terms of Section 149 of the Companies Act, 2013 Mr. Ashok Kumar Jaiswal, Mr. Yudhvir Singh Jain, Mr. Kishan Gopal Baldwa, Ms. Rajni Mishra and Mr. Nand Gopal Khaitan are the Independent Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from each of the Independent Directors that they, respectively, meet the criteria of independence prescribed under Section 149 read with Schedule IV of the Act and rules made thereunder, as well as Regulations 16(1)(b) and 25(8) of the SEBI (LODR) Regulations, 2015. Based on the declarations received, the Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfil the criteria of independence and are independent from the management.

In terms of Section 150 of the Companies Act, 2013 and rules framed thereunder, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) and has confirmed to comply with the requirements of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), within the prescribed timeline.

KEY MANAGERIAL PERSONNEL''S (KMP)

During the year under review, there has also been a change in the composition of the Key Managerial Personnel. Mr. Shree Kumar Dujari had resigned from the office of the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. 8th November, 2022.

In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31st March, 2023:

Mr. Brij Bhushan Agarwal - Vice Chairman and Managing Director Mr. Sanjay Kumar Agarwal - Joint Managing Director Mr. Deepak Agarwal - Whole-Time Director & Chief Financial Officer (Appointed as CFO on 5th May, 2023)

Mr. Dev Kumar Tiwari - Whole-Time Director Mr. Birendra Kumar Jain - Company Secretary

PERFORMANCE EVALUATION

The Board of Directors understands the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following:

• Board of Directors as a whole

• Committees of the Board of Directors

• Individual Directors including the Chairman of the Board of Directors

In compliance with the requirements of the provisions of Section 178 of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January, 2017, a performance evaluation was carried out internally for the Board, Committees of the Board, Individual Directors including Chairman of the Board for the financial year ended March, 2023. During the year under review, the Company has complied with all the criterias of evaluation as envisaged in the SEBI Circular on Guidance Note on Board Evaluation such as preparation, participation, conduct and effectiveness.

The key objectives of conducting the Board evaluation process were to ensure that the Board and various committees of the Board have appropriate composition and they have been functioning collectively to achieve common business goals of the Company. Similarly, the key objectives of conducting performance evaluation of the Directors through individual assessment and peer assessment were to ascertain if the directors actively participate in the Board / committee meetings and contribute to achieve the common business goals of the Company.

All the Directors carry out the aforesaid performance evaluation in a confidential manner and provide their feedback on a rating scale of 1 to 5 in the specified formats. The performance evaluation feedback of all the Directors including Chairman is discussed by the Independent Directors in their separate meeting and forward their recommendation to the Chairperson of the Nomination and Remuneration Committee (NRC). Thereafter, the NRC forward the recommendation to the Board of Directors.

The outcome of such performance evaluation exercise was discussed during the year at a separate meeting of the independent directors held on 14th February, 2023, and subsequently by the Nomination and Remuneration Committee held on 5th May, 2023. The NRC forwarded their recommendation based on such performance evaluation process to the Board of Directors.

After completion of internal evaluation process, the Board at its meeting held on 5th May, 2023 also discussed the performance evaluation of the Board, its committees and individual directors. The performance evaluation of the Independent Directors of the Company was done by the entire Board of Directors, excluding the Independent directors being evaluated. The Board expressed its satisfaction with the evaluation process and the results thereof.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of the training and familiarization program are provided in the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website, at: https:// www.shyammetalics.com/wp-content/themes/shyam/assets/ investors/announcement/terms-and-conditions-ID.pdf

BOARD AND COMMITTEES OF THE BOARD Board Meetings:

The Board of Directors met 4 (four) times during the period under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Committee Meetings:

Pursuant to the various requirements under the Act and the Listing Regulations and to focus on specific areas and make informed decisions in line with the delegated authority, the Board of Directors has constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Executive Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

LISTING ON STOCK EXCHANGES

The Company''s shares are listed on Bombay Stock Exchange (BSE) Limited and the National Stock Exchange of India (NSE) Limited.

CODE OF CONDUCT

The Code of Conduct is based on the principle that business should be conducted in a professional manner with honesty and integrity and thereby enhancing the reputation of the company. The Code ensures lawful and ethical conduct in all affairs and dealing of the company.

The same can be accessed on the Company''s website at weblink: https://www.shyammetalics.com/wp-content/uploads/2021/08/ SMEL Policy-Doc Code-of-Conduct.pdf

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued

of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries, (FRN: P2010WB042700) to conduct the Secretarial Audit of the Company for the financial year 2022-23. In terms of Regulation 24A of the SEBI (LODR) Regulations, 2015, FCS Mukesh Chaturvedi, Practicing Company Secretary (COP No: 3390) was appointed as Secretarial Auditors of Shyam Sel And Power Limited, a material unlisted subsidiary of the Company for the financial year 2022-23.

The Secretarial Audit Reports issued by M/s. MKB & Associates, Company Secretaries, for the Company and FCS Mukesh Chaturvedi, Practicing Company Secretary for Shyam Sel And Power Limited, are annexed herewith as Annexure-II to the Report. The report of the Secretarial Auditors is self-explanatory and it does not contain any qualification, reservation, adverse remark or disclaimer.

The Board has re-appointed M/s. MKB & Associates, Company Secretaries, as the Secretarial Auditor of the Company and FCS Mukesh Chaturvedi, Company Secretary for Shyam Sel And Power Limited (material unlisted subsidiary) for the financial year 202324.

COST AUDITORS AND COST AUDIT REPORT

In terms of sub-section (1) of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain the cost records. Accordingly, such accounts and records have been maintained by the Company.

The Board of Directors, on recommendation of Audit Committee appointed M/s. Abhimanyu Nayak & Associates (FRN: 101052), Cost Accountants, as the Cost Auditors of the Company for auditing the cost records of the Company for the financial year 2023-24, subject to ratification of remuneration by the Shareholders of the Company in the 21st AGM of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration of H45000/- plus applicable taxes and actual out of pocket expenses incurred in connection with the cost audit for the financial year 2023-24 is included in the Notice convening the 21st AGM of the Company.

The Report of Cost Auditors for the Financial Year ended March 31, 2023 is under finalisation and will be filed with MCA within prescribed time.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and

stakeholders, to achieve the business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

HUMAN RESOURCES

The Company places significant emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. The Company integrates employee growth with organisational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realisation of organisational goals. To this effect, your Company has a training center for knowledge sharing and imparting need based training to its employees. The Company also does a performance appraisal for its employees.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls are operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

The Company strongly believes that sustainable community development is essential for harmony between the community and the industry. The Company endeavours to make a positive contribution especially to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives.

The Company''s CSR policy provides guidelines to conduct CSR activities of the Company. The Board of Directors of the Company oversees the implementation of CSR Policy of the Company. In line with the provisions of the Act and on the recommendations of the CSR Committee, the Board of Directors has approved the CSR Policy of the Company. Detailed CSR Policy of the Company has been uploaded on the website of the Company at www. shyammetalics.com.

The Annual Report on the CSR activities for the financial year 2022-23 is annexed herewith as Annexure- III to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material order(s) passed by the regulators/ courts which would impact the going concern status of the Company and its future operations during the year under review.

ANY APPLICATION/PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFCs) and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including the audit of IFCs over financial reporting by the Statutory Auditors and reviews performed by the management and the relevant Board Committees, including the Audit Committee, The Board is of the opinion that the Company''s IFCs are adequate and effective during F.Y 2022-23.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirms that:

(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

(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 your Company as at the end of the financial year and of the profit of the Company for that period;

(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 Directors have prepared the annual accounts on a going concern basis;

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

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

OTHER INFORMATION

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In compliance with Regulation 34(2)(f) of the Listing Regulations read with the SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015, your Company has prepared a BRSR in the prescribed format for the financial year ended March 31, 2023 describing initiatives undertaken from an environmental, social and governance perspective, which is annexed to the Board''s Report and marked as Annexure- VI.

The Policy on Business Responsibility and Sustainability Report (BRSR) has been uploaded on the website of the Company at www.shyammetalics.com and is available at the link https://www. shyammetalics.com/wp-content/uploads/2022/07/Business-Responsibility-Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under SEBI (LODR) Regulations, 2015 a separate section titled "Management Discussion and Analysis Report" (MDA), forms part of this Annual Report.

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

The particulars related to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-IV to this Report.

ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3) (a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2023 has been uploaded on the website of the Company on the following link: https://www.shyammetalics. com/investors/annual-report-and-return/

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out in Regulation 17 of the SEBI(LODR) Regulations, 2015. The report on Corporate Governance, for the financial year ended 31st March, 2023, as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 forms an integral part of this Annual Report.

The certificate received from M/s. KPA & CO. LLP, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 is annexed to the Corporate Governance Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Code of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. No personnel of the Company denied access to the Audit Committee. The Whistle-blower Policy is available on our website, at www.shyammetalics.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees including permanent, temporary, on training and on contract basis at all the workplace within the company, which are based on the fundamental principles of justice and fair play.

Further, an Internal Complaints Committee (ICC) has been constituted at every location where offices of the Company is situated which shall be responsible for redressal of complaints related to sexual harassment.

The Company has adopted an Anti-sexual Harassment Policy at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has put in place suitable processes and mechanisms to ensure issues of sexual harassment, if any, are effectively addressed. During the year under review, there were no complaints of sexual harassment received / reported.

MISCELLANEOUS

1. There were no instances where the Board of Directors have not accepted the recommendations of audit committee.

2. No such transaction was reported where there is 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.

ACKNOWLEDGEMENTS

Your Board expresses its deep sense of gratitude and would like to place on record deep appreciation to our customers, business partners, vendors (both international and domestic), bankers, financial institutions and associates for all the support rendered during the year.

Your Board expresses their sincere appreciation for the continued co-operation and support extended to the Company by the Central Government, the Government of West Bengal and Odisha, Regularity Authorities, Stock Exchanges, Municipal Authorities and local authorities in areas where we are operational and communities at large.

Your Board is deeply grateful to our investors and shareholders for the confidence and faith that has been reposed in us.

The Board acknowledges, appreciates and values the unwavering efforts by the employees, workmen and staffs including the Management headed by the Executive Directors who have worked together as a team and overall challenging environment. The Board also appreciates the Independent Directors and the Non-Executive Directors of the Company for their contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals.