Shyam Metalics & Energy Ltd

Dear Members,

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.

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.

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.

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

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

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

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.

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.

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.

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.

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.

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

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.

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)

Under ESOP – 2023:

Under ESOP II – 2023:

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.

Consequent upon the vesting of the Stock Options, forty eligible employees exercised their vested options on 6^th March, 2025 as under:

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.

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.

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.

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.

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.

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.

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 reappointment. 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.

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

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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 f urther comments

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

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.

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 notcontainanyqualification,reservation,adverseremarkordisclaimer 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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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.

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

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.

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.

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 in the Company continued to be cordial during the year.

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.

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.

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.