Shah Metacorp Ltd

To

The Members,

Your Directors are pleased to present the 25^th Annual Report on business and operations of the company together with the Audited Financial Statements for the financial year ended March 31, 2024.

Financial Highlights

The Company's financial results for the year ended March 31, 2024, are summarised below:

(Amount in Lakhs except EPS)

Review of Business Operations:

The financial performance of the company has shown significant growth in both standalone and consolidated figures for the fiscal year 2023-24 compared to 2022-23. Below is a detailed review of the key metrics:

The company's Revenue from Operations grew more than twofold, in Standalone from ^3,987.64 Lakhs in FY 2022-23 to ^9,187.22 Lakhs in FY 2023-24 and in Consolidated increased to ^9,676.54 Lakhs in FY 2023-24, a notable rise from ^3,987.64 Lakhs in FY 2022-23. This significant growth indicates a positive trajectory in business operations, likely driven by an expansion in market share, new product lines, or successful business strategies.

Total Income of the company grew in Standalone from ^4,687.92 Lakhs to ^9,622.48 Lakhs and in Consolidated total income rose from ^4,687.92 Lakhs to ^10,111.80 Lakhs. This Both figures align with the increased operational revenue, reflecting overall growth in business scale.

Total Expenses of Standalone increased from ^4,716.70 Lakhs to ^9,187.72 Lakhs and of Consolidated increased from ^4,716.69 Lakhs to ^9,671.32 Lakhs. The company's expenses have risen sharply across various categories, particularly in the cost of materials, purchases of stock-intrade, and other expenses, which align with the overall expansion in operations and revenue. The substantial growth in both cost and income demonstrates that the business is scaling successfully. The reduction in finance costs is a positive sign, pointing to efficient capital management. Overall, the increase in expenses is justified by the parallel rise in revenue and operational scale.

During the year company earned Profit which increased from ^165.38 Lakhs to ^420.59 Lakhs in Standalone, and in Consolidated Profit increased from ^165.37 Lakhs to ^426.32 Lakhs. This growth in profitability demonstrates solid operational performance and effective tax management. This substantial increase indicates improved profitability at an operational level, showcasing enhanced efficiency and business health.

Total Comprehensive Income of the company in Standalone Increased from ^186.53 Lakhs to ^427.69 Lakhs and in Consolidated Increased from ^186.52 Lakhs to ^433.43 Lakhs. The comprehensive growth in income reflects an overall improvement in the company's financial health across various sources of income.

The EPS for both basic and diluted earnings in was ^0.11 in FY 2023-24 compared to ^0.16 in FY 2022-23. The reduction in EPS due to the substantial increase in paid-up equity share capital, rising from ^3,323.79 crore to ^4,193.39 crore. Despite an increase in net profit, the higher share base has diluted the earnings per share.

The company has displayed remarkable growth in revenue and profitability, recovering from losses to deliver strong profits. While EPS saw a minor dip due to equity expansion, the overall performance in terms of revenue, EBITDA, and total income suggests that the business is on a robust growth trajectory with effective cost management.

PERCENTAGE (%) WISE BREAKUP of the products of the total turnover of the company as under:-

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

During the year Company has incorporated and invested Rs. 100,000 (9999 Equity Shares i.e. 99.99%) in its wholly owned Subsidiary Company M/s. Shah Agrocorp Private Limited. The Subsidiary Company is engaged in the business of Trading of Agricultural products, Agrochemical and other chemical products.

During the year company operates in Two Segments a) Stainless Steel Products and b) Agricultural Products. The Chief Operational decision maker monitors the operating results of its business segment separately for the purpose of making decision. Operating segment has been identified on the basis of nature of products and other quantative criteria specified in the Ind AS 108. The details of segment reporting in details mentioned in the Notes to the Financials.

Change in Object

The Board of Directors has proposed in its Board Meeting held on August 14, 2023 to alter object clause of the Memorandum of Association of the Company by inserting Agricultural chemical and product and other chemical products in its existing object clause and Members has approved such amendment in 24^th Annual General Meeting of the Company held on September 30, 2023.

Dividend

During the year under review, your Directors have not recommended any Dividend on Equity Shares of the Company with a view to conserve resources for expansion of business.

The company does not fall under the mandatory criteria of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but Company has formulated and adopted Dividend Distribution Policy and same is available on the website of the Company at https://www.gyscoal.com/wp-content/uploads/2023/dividend distribution policy.pdf.

During the year under review, there is no unclaimed dividend which required to transferred "Unpaid Equity Dividend Account" as required under section 124 of the Companies Act 2013.

Investors Education and Protection Fund

During the year under review, the Company was not liable to transfer any amount to the Investor Education and Protection Fund as required under Section 124 and 125 of the Companies Act, 2013. There is no application money which was received for allotment of securities and due for refund and Company.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2023-24 in the statement of profit and loss.

Deposits from Public

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 or any other applicable provision(s), if any. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

Share Capital

The Total Share Capital of the Company as on the date of the Report is Rs. 75,00,00,000 (Rupees Seventy Five crores only) consisting of 75,00,00,000 (Seventy Five crores) Equity Shares of Rs. 1 (Rupee One) each.

During the year, Company has increase its authorized Share capital from 50,00,00,000 (Fifty Crores) to 70,00,00,000 (Seventy Crores) by shareholders approval in its 24^th Annual General Meeting held on September 30, 2023.

Further, after closer of financial year Members has approved increase of Authorized Share Capital from 70,00,00,000 (Seventy Crores) to 75,00,00,000 (Seventy Five crores only) through Postal Ballot on Sunday, April 28, 2024.

The Board of Directors in their Board Meeting held on August 22, 2024 approved increase in Authorised Share Capital of the Company, Subject to approval of Shareholders, from existing capital of Rs.75,00,00,000/- (Rupees Seventy-five Crore Only) divided into 75,00,00,000 (Seventy five Crore) Equity Shares of Rs.1/- each to Rs.90,00,00,000 (Rupees Ninety Crores Only) divided into 90,00,00,000 (Ninety Crores ) Equity Shares of Rs.1/- each ranking pari passu in all respect with the existing Equity Shares of the Company and same will be placed before the shareholders for approval in ensuing 25^th AGM.

The Total Paid-up Share Capital of the Company as on the date of the Report is Rs. 58,48,78,676 consisting of 58,48,78,676 Equity Shares of Rs. 1 (Rupee One) each.

During the year under review, the Company had allotted 8,71,88,000 equity shares and convertible warrants into equity shares of Rs. 1 each fully paid up at issue price of Rs. 3.24/- (Premium of Rs. 2.24/-) each raised through preferential basis and as per following:

• 55,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 3.24 each to Non- Promoters on July 26, 2023.

• 8,12,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 3.24 each to Promoter and non- Promoters on July 28, 2023.

• 2,28,00,000 Convertible Warrants in to Equity Shares on preferential basis at the issue price of Rs. 3.24 each to Ms. Mona Shah, Promoter (on conversion of loan) on July 28, 2023. Out of which on March 22, 2024, 2,60,000 Equity Shares issued pursuant exercise of right attached to convertible warrant.

As a result of such allotment during the year, the paid-up share capital of the Company increased from Rs. 33,23,78,676 (comprising 332378676 equity shares of Rs. 1 each) to 41,93,38,676. The equity shares so allotted rank pari-passu with the existing equity shares of the Company. Except as stated herein, there was no other change in the share capital of the Company.

After closing of the Financial Year company has allotted:

• 7,54,75,727 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each to Non- Promoters on August 01, 2024.

• 1,43,56,199 equity shares issued to Non-Promoters and 4,45,00,000 Convertible Warrants in to Equity Shares issued to Ms. Mona Shah, Promoter; of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each on August 02, 2024.

• 75,31,258 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each to Non- Promoters on August 03, 2024.

• 161,69,154 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each to Non- Promoters on August 05, 2024.

• 2,94,42,786 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each to Non- Promoters on August 06, 2024.

• 24,876 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each to Non- Promoters on August 07, 2024.

• 2,25,40,000 equity shares of Rs. 1 each fully paid up issued pursuant to conversion of warrant issued to Ms. Mona Shah on July 28, 2023 on preferential basis at the issue price of Rs. 3.24 each on August 22, 2024.

The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

Subsidiary, Joint Venture & Associate Companies

The Company has 1 subsidiary and 1 associate companies as on March 31, 2024. During the year under review, the Board of Directors reviewed the affairs of subsidiary Company. There has been no material change in the nature of the business of the subsidiary.

In accordance with Section 129(3) of the Act, the Consolidated Financial Statements of the Company and its subsidiary and associates Company has been prepared and this forms part of the Integrated Report. Further, the report on the performance and financial position of subsidiary and associate and salient features of their Financial Statements in the prescribed Form AOC-1 is provided as "Annexure A" to this report.

The Company has prepared Consolidated Financial Statements in accordance with the Indian Accounting Standards (Ind AS) and as per Schedule III to the Companies Act, 2013. Except where otherwise stated, the accounting policies are consistently applied. The Company has only one associate company named Goldman Hotels & Resorts Private Limited and one wholly owned subsidiary named Shah Agrocorp Private Limited. The total company's share of loss in associate company is more than carrying amount of investment value in associate. Hence, company has reported investment value at Nil.

As per the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and other related information of the Company, are available on our website at www.gyscoal.com. These documents will also be available for inspection during business hours at our registered office till date of annual general meeting.

During the year under review, Shah Agrocorp Private Limited become wholly owned Subsidiary of the Company w.e.f. January 24, 2024; apart from this there were no Companies which have become or ceased to become subsidiary, associate or joint venture of your Company.

Consolidated Financial Statement

Audited annual consolidated financial statements forming part of the annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110- ‘Consolidated Financial Statements' and Indian Accounting Standards (Ind AS) 28 - Investments in Associates and Joint Ventures', notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.

Particulars of Loans, Advances, Guarantees and Investments

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

Listing on stock exchanges

The Company's shares are listed on BSE Limited and the National Stock Exchange of India Limited. The Company had paid Annual Listing fees to both the stock exchanges for the Financial Year 202324 and 2024-25.

Directors and Key managerial Personnel

I. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Ms. Dipali Manish Shah (DIN: 08845576), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The proposal regarding her re-appointment is placed for approval before the shareholders. The profile and particulars of experience, attributes and skills that qualify Ms. Dipali Manish Shah for Board membership, are disclosed in the said Notice.

ii. Appointment/Cessation

During the year under review, there was no change in the constitution of the Board of Directors of the Company and the following Directors were on the Board of the Company as on March 31, 2024:

However, the followings changes had been occurred after the end of the Financial Year 2024:

1. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company ("Board") at its meeting held on July 29, 2024, had subject to the approval of the members at the ensuing AGM of the Company, approved the appointment of Mr. Adityabhai Jagdishbhai Joshi (DIN: 07718831) as Additional Director (Non-Executive, Independent Director), non retiring by rotation of the Company , for a period of five years w.e.f July 29, 2024. The proposal regarding his regularization and appointment as an independent director of the Company is placed before the shareholders for their approval.

2. Ravikumar Manojkumar Thakkar (DIN: 09620074), Independent Director of the Company has resigned from the office w.e.f. July 27, 2024

iii. Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March, 2024:

*During the year, under Review Mr. Neelesh Butara, resigned from the position of Chief Financial Officer (CFO) of the Company has resigned w.e.f. July 09, 2023 and Mr. Narendra Sharma appointed as CFO w.e.f. August 14, 2023.

Further, Mr. Shashikant Mesariya appointed as COO on April 03, 2023.

All the Independent Directors of your Company have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013 and under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence. Further, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The terms and conditions of appointment of the Independent Directors are available on the website of the company at https://www.gyscoal.com/wp-content/uploads/2014/03/independent_director_appointment_policy.pdf.

None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013 as per the declaration received from the Directors.

The Stock Exchange has approved application of Reclassification of Mr. Zankarsinh Solanki and Ms. Giraben Solanki from Promoter category to Public Category on August 19, 2024 and same was intimated to Stock Exchanges. Further, The advisory letters are issued on account of a delay in filing the intimation under Regulation 31A(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 material events shall be disclosed by the listed entity to the Stock Exchanges as soon as reasonably possible and not later than twenty-four hours from the occurrence of the event. The company has delayed the disclosure of submission of the application for re-classification of status as promoter to public to the Stock Exchange under Regulation 31A (8)(c) of LODR dated June 05, 2023 was made with a delay on October 19, 2023.

Meetings of the Board, Committees & Compliance to Secretarial Standards

The Board met Fifteen times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet the day before or on the day of the Board meeting, or whenever the need arises for transacting business. Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this Corporate Governance Report 2023-24. During the year company has passed the resolution through circular Resolution in compliance to Section 175 of the Companies Act, 2013 and applicable rules frame thereunder.

All the recommendations made by the Audit Committee were accepted by the Board of Directors at their respective meetings.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on January 31,2024.

Your company's Board of Directors have constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Committee of Directors.

During the year Members Annual General Meeting was held on September30, 2023 and Extra Ordinary General Meeting held on May 12, 2023.

During the year under the review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meeting of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings).

Material changes and commitments, if any affecting the financial position of the company occurred between the end of financial year to which these financial statements relate and date of the report

There have been no material changes and commitments, which affects the financial position of your Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

The Company entered into One Time Settlement with the Omkara Asset Reconstruction Private Limited and received No Due Certificate dated April 30, 2024. The company has paid Rs. 2,190.00 Lakhs in totality to M/s Omkara Asset Reconstruction Private Limited towards entire settlement amount of Rs. 1,900.00 lakhs as per original One Time Settlement (OTS) agreement. The company has made payment Rs. 1,900 lakhs till March, 2024 and paid the additional amount of Rs. 290 Lakhs in the FY 2024-25. The company will show Rs.2482.60 for Interest reversal in FY 2024-25.

After end of financial year the Stock Exchange has approved application of Reclassification of Mr. Zankarsinh Solanki and Ms. Giraben Solanki from Promoter category to Public Category on August 19, 2024 and same was intimated to Stock Exchanges. Further, The advisory letters are issued on account of a delay in filing the intimation under Regulation 31A(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015but same has no material financial impact.

After closing of Financial Year Company and before the date of this report Company has raised fund of Rs. 75,37,50,000 (including conversion of existing Loan) against issue and allotment of 143000000 Equity shares of Re. 1/- each & 44500000 convertible warrants on Preferential Basis at issue price of Rs. 4.02/- per shares/warrant. 2,25,40,000 equity shares of Rs. 1 each fully paid up issued pursuant to conversion of warrant issued to Ms. Mona Shah on July 28, 2023 on preferential basis at the issue price of Rs. 3.24 each on August 22, 2024.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto. The performance of individual Directors was evaluated on parameters such as level of engagement and contribution, independence of judgment and safeguarding the interest of the Company, etc. The Directors expressed their satisfaction with the evaluation process.

The NRC reviewed the performance of the individual Directors and the Board as a whole. In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its Committees, and individual directors were discussed. The Directors expressed their satisfaction with the outcome of evaluation process.

Remuneration of Directors and Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, also forms part of this Annual Report and annexed as "Annexure- B".

Policy of Directors Appointment, Payment of Remuneration and Discharge of their Duties

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee (NRC) to select a candidate for appointment to the Board, but when there is non-composition in the NRC committee then Board directly appoint the candidate for the Board without recommendation of NRC.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As at March 31, 2024 the Board of Directors comprised of 6 (Six) Directors, of which 4 are non-executive, out of which two women directors and three Independent Directors. Two directors are executive directors.

The policy of the Company on Directors' appointment, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy.

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel ('KMPs') of the Company. As part of the policy, the Company strives to ensure that:

? the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

? relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

? remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Prsonnel and all other employees is as per the remuneration policy of the company. Details of the remuneration policy are given in the corporate governance report, which is part of this report and is also available on website of the company https://www.gyscoal.com/wp-content/uploads/2014/13/nomination_remuneration_committee_policy.pdf.

• Statutory Auditor

Pursuant to Section 139 (2) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Company at its 22^nd Annual General Meeting (AGM) held on September 29, 2021, had appointed M/s Ashok Dhariwal & Co. (FRN.: 100648W), Chartered Accountant as statutory auditor for a period of five years i.e. up to the conclusion of 27^th AGM to be held in year 2026.

Further, their appointment is within the limits as specified in section 141 of the Companies Act, 2013 and they are not disqualified from continuing as Statutory Auditors of the Company until end of their current tenure.

The Audit report along with Notes to Accounts forms part of this Annual Report. There has been qualifications, reservations or adverse remarks made by Statutory Auditors of the company in their report for the financial year ended March 31, 2024 and same was placed before the Audit Committee and the Board.

Auditors' Report & Management Response on the Qualification made by statutory auditors:

The Auditors' Report for the Financial year 2023-24 is a "qualified report" for the both standalone and consolidated financial statements and statement of Impact of Auditors qualification forming part of audit report.

• Standalone:

1. The company had entered into a One Time Settlement ("0TS") with M/s Omkara Asset Reconstruction Private Limited ("Omkara ARC") vide letter dated 20.05.2022 for the settlement of dues of UCO Bank. As per the terms of the 0TS, the entire dues of Rs. 1,775 Lakhs were to be paid by 25.09.2022. The company defaulted in payment of OTS and as per the terms of 0TS, the company is liable to pay default interest @24% per annum compounded monthly along with penal interest @2%. Though the company has paid the outstanding dues of Rs.1,775 Lakhs in FY.2023-24, it has not provided for this interest on default in payment of OTS and to that extent outstanding loan liability is understated and net profit is overstated Rs. 594.91 Lakhs.

Management explanation: As per the understanding of the Company and M/s. Omkara Asset Reconstruction Private Limited ("Omkara ARC"), there would not be any interest payment on default in payment of OTS. The Company has paid the entire due of Rs.1775 Lakhs in FY 2023- 24.Interest will be paid as the mutual understanding of the Company and Omkara ARC in FY. 202425.

• Consolidated:

1. The company had entered into a One Time Settlement ("0TS") with M/s Omkara Asset reconstruction Private Limited ("Omkara ARC") vide letter dated 20.05.2022 for the settlement of dues of UCO Bank. As per the terms of the 0TS, the entire dues of Rs. 1,775 Lakhs were to be paid by 25.09.2022. The company defaulted in payment of 0TS and as per the terms of 0TS, the company is liable to pay default interest @24% per annum compounded monthly along with penal interest @2%. Though the company has paid the outstanding dues of Rs.1,775 Lakhs in FY.2023-24, it has not provided for this interest on default in payment of OTS and to that extent outstanding loan liability is understated and net profit is overstated Rs. 594.91 Lakhs.

Management explanation: As per the understanding of the Company and M/s. Omkara Asset Reconstruction Private Limited ("Omkara ARC"), there would not be any interest payment on default in payment of OTS. The Company has paid the entire due of Rs.1775 Lakhs in FY 2023- 24.Interest will be paid as the mutual understanding of the Company and Omkara ARC in FY. 202425.

• Internal Auditor

As per section 138(1) read with Companies (Accounts) Rules, 2014, the board of directors of the Company have re-appointed M/s. Radheshyam I Shah and Associates (FRN.:128398W), Chartered Accountants, Ahmedabad as the Internal Auditor of your Company for the financial year 2023-24 but auditor has tendered their resignation due to reconstitution of their firm and Mr. Radheshyam Shah resigning from working partner of that firm. Accordingly, they were unable to continue as Internal Auditor of the Company for the F.Y. 2023-24 w.e.f. January 01, 2024.

To fill the casual vacancy and on recommendation of Audit Committee, Board has appointed M/s. JNAD & Co., (FRN: 138480W), as internal Auditor of the Company to for Financial year 2023-24 w.e.f. January 03, 2024.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies appointment and Remuneration of Managerial Personnel) Rules, 2014, inter alia, requires every listed company to annex to its Board's Report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.

The Board in its meeting dated October 28, 2023, had appointed M/s. K Jatin & Co., (COP: 12043), Practicing Company Secretaries, Ahmedabad, as a Secretarial Auditors of the Company w.e.f. November 01, 2023 to conduct the Secretarial Audit of the Company for the Financial year 2023 - 24. The secretarial audit report in the prescribed form MR-3 is attached herewith as "Annexure- F".

The Secretarial Audit Report do not contain any observation and remark. The Secretarial auditor has reported delay in compliance under SEBI Listing regulation in their Annual Secretarial Compliance Report dated May 28, 2024.

During the reporting year Company has made delay in compliance of Regulation 33 of SEBI Listing regulation i.e. The Company has delayed submission of Financial Result for Quarter ended on March 2023.

Management explanation: Due to procedure of adoption of consolidated account was been delayed reason submission of Financial Statement not in due time. The delay occurred due to Non receipt of financials of Associate Company and accordingly delay was occurred in filing of financials.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for the FY 2023 - 24 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder.

Pursuant to Regulation 24A of the Listing Regulations the Company has obtained Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under.

The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges on May 29, 2024 which is within 60 days of the end of the financial year ended March 31, 2024 and same is available on the website of the Company at https://www.gyscoal.com.

The observations and comments given by the Secretarial Auditors in their report are selfexplanatory and hence do not call for any further comments under Section 134 of the Act.

• Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 the Company do not required to appoint Cost auditor and conduct audit for the financial year 2023-24.

The Company has duly complied with the provision of maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act and rules framed thereunder.

Declaration by Independent Directors and statement on compliance of Code of Conduct

Independent Directors have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 25 and Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

Further in the opinion of the Board, the independent directors possess requisite expertise, experience and integrity. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

In terms of provisions of Listing Regulations, the Board of Directors of the Company have laid down a Code of Conduct ("Code") for all Board Members of the Company. The Board Members of the Company have affirmed compliance with the Code. The CEO of the Company has given a declaration to the Company that all Board Members and senior management personnel of the Company have affirmed compliance with the Code.

Familiarization Programme for Directors

As a practice, all new Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company's business operations. The new Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board.

The Company believes that a Board, which is adequately informed/familiarised with the Company and its affairs can contribute significantly to effectively discharge its fiduciary duty as director of the company and that fulfils stakeholders' aspirations and societal expectations. In this regard, the Directors of the Company are updated on changes/developments in the domestic/global industry scenario in the sector which affect the business of the Company, to enable them to take well informed and timely decisions. The policy and details of the Familiarisation Programme imparted to the Independent Directors of the company are available on the website of the company https://www.gyscoal.com/wp-content/uploads/2014/13/Familiarisation_Programme_for_IDs.pdf.

In the opinion of the Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Director's Databank of the Indian Institute of Corporate Affairs.

Human Resource Development

Your Company believes that Human Resources play a vital role in achieving its corporate goal. Hence, the Company continues to invest on hiring the best talent from other industries, developing and retaining the available talent to ensure a sustainable talent supply within the organization. The Company provides various opportunities to the employees to develop their skills to take up higher responsibilities in the organization.

Vigil Mechanism process (Whistle Blower Policy)

Your company has adopted a Whistle Blower Policy for its directors and employees to report genuine concerns and to freely communicate their concerns about the illegal or unethical practices and/or instances of leakage of Unpublished Price Sensitive Information as per the provisions of Section 177(9) and (10) of the Companies Act, 2013, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The vigil mechanism is overseen by the Audit Committee and every person has direct access to the Chairperson of the Audit Committee.

During the year under review, no instances have been reported or investigated under the Whistle Blower / Vigil mechanism of the company. The Audit committee of the company reviews the functioning of this mechanism atleast once a year. The Whistle Blower Policy of the company is available on the website of the company at https://www.gyscoal.com/wp- content/uploads/2021 /07/Whistle_Blower_Policy.pdf.

Directors Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) the Directors had 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 had prepared the annual accounts for the year ended March 31, 2024 on a ‘going concern' basis;

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

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

Internal control system and their adequacy

The Company has an Internal Control System, commensurate with the size and nature of its business operations. The Company has appointed an external audit firm for internal audit of the Company. Pursuant to Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO & CFO has provided certification regarding the adequacy of the Internal control systems and procedures.

During the year company has appointed M/s. Radheshyam I Shah & Associates and after their resignation M/s. JNAD & Co., (FRN: 138480W), as Internal Auditors to carry out the internal audit. The Internal Auditor reviews the adequacy of internal control system in the Company and its compliance with operating systems and policies & procedures. Both statutory and internal auditors, who have access to all records and information about the company, regularly inspect the company's internal control systems. Based on the report of internal auditor, the account department undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and internal audit report are presented to the Audit Committee on quarterly basis. The Internal Auditors' Reports are regularly reviewed by the Board and the Audit Committee for its implementation and effectiveness. The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis Report, which is a part of this report.

Conservation of energy, research and development, technology absorptions and foreign exchange earnings and outgo

As required under Section 134(3)(m) of the Companies Act, 2013 together with the Companies (Accounts of Companies) Rules, 2014 the relevant information on conservation of energy, technology absorption, foreign exchange earnings & outgo is annexed to this report as "Annexure C".

Risk Management

Risk is an integral part of any business and therefore, Risk Management is an important function that the business management has to perform to ensure sustainable business growth. The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhances Company's competitive advantage. The business risk management framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk management policy is available on the website of the Company https://www.gyscoal.com/wp-content/uploads/2014/! 3/Risk_Management_Policy.pdf.

Further Risk Management Committee under Regulation 21 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as market capitalization as at the end of the immediately preceding financial year does not fall under the ambit of top 1000 listed entities.

Management Discussion and Analysis Report and Corporate Governance

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as a "Annexure-D" forming part of this Annual Report.

As prescribed under Regulation 34 (3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices implemented by the Company, along with the Compliance Certificate from the Secretarial Auditors regarding compliance of conditions of corporate governance as stipulated in Listing Regulations are set out in "Annexure-E" forming part to this Annual report. The Company has adopted the Code of Conduct which sets out the systems, processes and policies conforming to the standards as specified by the Laws.

The Compliance certificate issued by Secretarial Auditors reported:

During the reporting year Company has made delay in compliance of Regulation 33 of SEBI Listing regulation i.e. The Company has delayed submission of Financial Result for Quarter ended on March 2023.

Management explanation: Due to procedure of adoption of consolidated account was been delayed reason submission of Financial Statement not in due time. The delay occurred due to Non receipt of financials of Associate Company and accordingly delay was occurred in filing of financials.

Corporate Social Responsibility

The provisions of Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company. The company will formulate the Policy for implementation of CSR once it will be applicable as per the provisions of Companies Act, 2013.

Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company's website at https://www.gyscoal.com/wp-content/uploads/2021/07/RPT Policy.pdf

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and Board, 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 transactions with related parties during the financial year which were in conflict with the interest of the Company.

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 FY2023-24 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.

Further, all Related Party Transactions are placed before the Audit Committee and the Board on quarterly basis.

Significant and Material orders passed by the Regulators or Courts

Going concern status of the Company and its operations is not impacted due to any order passed by Regulators or Courts or Tribunals.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

During the year under review, there is nothing to report by the Board of Directors under Section 134 (3)(ca) of the Companies Act, 2013 as there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or the Board as prescribed under Section 143(12) of the Companies Act, 2013 and rules prescribed thereunder.

Policy on prevention of sexual harassment at workplace

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against Sexual Harassment of Women at work place and for prevention and redressal of such complaints. During the year, no such complaints were received.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Business Responsibility and Sustainability Report

As per Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 top one thousand listed entities based on market capitalization as at the end of the immediately preceding financial year have to provide Business Responsibility and Sustainability Report as a part of Annual Report. As company does not fall under the prescribed limit it is not applicable to your Company.

Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the SEBI Listing Regulations

During the year, your company has raised funds of Rs. 280908000 (including conversion of Loan) by issuing 86700000 Equity Shares of Rs. 1 each to Promoter and Non-Promoters at issued price of Rs. 3.24 per shares through Preferential Allotment and allotted 22800000 (against conversion of Loan) convertible Warrant into equity Rs. 1 each to promoter at issued price of Rs. 3.24 per shares through Preferential Allotment.

There was no deviation in utilization of fund and quarterly report of statement of deviation of fund was uploaded on Stock exchanges.

During the year, your company has not raised funds through Qualified Institutional Placement.

Disclosure

• The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders which prohibits trading in securities of the company by directors and employees while in possession of Unpublished Price Sensitive Information in relation to the Company. The said code is available on the website of the Company at www.gyscoal.com.

• Pursuant to Section 92(3) read with section134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the www.gyscoal.com.

• There has been change in the nature of business of the company i.e. Company has started new business as per change in object clause.

• One-time settlement with Omkara Asset Reconstruction Private Limited (OMKARA)is disclosed by the company under Regulation 30of Listing Regulation. The Company had received No due certificate under OTS with OMKARA on 30.04.2024 and same was disclosed by the company.

• All the compliant received from investors during the year has been resolved

• During the year MSTC LIMITED VS GYSCOAL ALLOYS LIMITED filed case against the company before National Company Law Tribunal during the financial year 2023-24 and same was disposed off. Other than the mentioned there is no litigation filed during the F.Y. 2023-24 before National Company Law Tribunal.

• There is no Material uncertainty related to Going Concern.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the clients, Banker, Regulatory Bodies and other Business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executive officers and staff at all levels of the company. We look forward for the continued support of all stakeholders in the future and we are very thankful for the confidence shown in the Company.