Directors Report of Shah Metacorp Ltd.

Mar 31, 2025

Your directors are pleased to present the 26^th Annual Report (Integrated) on the business and
operations of the Company and the audited financial statements for the financial year ended March 31,
2025.

1. FINANCIAL SUMMARY:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in Regulation
33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013
(“Act”).

The Board’s Report is prepared based on the standalone financial statements of the Company. The
Company’s financial performance for the year under review (standalone and consolidated) along with
previous year’s figures are given hereunder —

		Financial Year Ended
Particulars	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	17,078.48	9,187.22	17,615.60	9,676.54
Other Income	302.33	435.26	302.33	435.26
Total Revenue (I II)	17,380.81	9,622.48	17,917.93	10,111.80
Expenditure
(a) Cost of materials consumed	15,302.82	6,057.94	15,795.16	6,539.38
(b) Purchases of stock-in-trade (c) Changes in inventories of finished goods, work-in-progress and stock-in-	-	1,870.35	-	1,870.35
	(191.08)	171.02	(191.08)	171.02
trade
(d) Employee benefits expense	142.71	131.72	149.28	132.90
(e) Finance costs	3.59	1.43	3.98	1.43
(f) Depreciation and amortisation expense	362.97	352.32	362.97	352.32
(g) Other expenses	738.05	602.95	744.34	603.92
Total Expenses (IV)	16,359.06	9,187.73	16,864.65	9,671.32
Profit / (Loss) before Exceptional Items and Tax (III - IV)	1,021.75	434.75	1,053.28	440.48
Exceptional Items	2,482.20	-	2,482.20	-

Profit / (Loss) before Tax (V-VI) Tax expense	3,503.95	434.75	3,535.48	440.48
(a) Current Tax	-	-	(7.95)	-
(b) Deferred Tax	(267.53)	(14.16)	(267.53)	(14.16)
(c) Adjustment of Earlier Year Tax	-	-	-	-
Profit / (Loss) from continuing operations (VII-VIII)	3,236.42	420.59	3,260.00	426.32
Profit/(Loss) from discontinued operations (VII-VIII)	-	-	-	-
Tax expense of discontinued operations	-	-	-	-
Profit/(Loss) from discontinued operations after tax (X-XI)	-	-	-	-
Profit / (Loss) for the Period (IX XII)	3,236.42	420.59	3,260.00	426.32
Other Comprehensive Income	(0.64)	7.10	(0.19)	7.10
Total Comprehensive Income for the period (XIII XIV)	3,235.78	427.69	3,259.81	433.42
Paid up Equity Share Capital (Face Value of '' 1/- each) Earning per equity share (face value of '' 1/- each)	5,938.79	4,193.39	5,938.79	4,193.39
1) Basic	0.61	0.11	0.61	0.11
2) Diluted	0.61	0.11	0.61	0.11

2. REVIEW OF BUSINESS OPERATIONS:

The highlights of the Company’s performance on Standalone basis are as under:

a) Revenue from the operations reached to 17,078.48 lakhs in FY 2025 as against 9,187.22 lakhs in FY

2024, a growth of around 85.89% year on year.

b) The total income increased by 80.63% from 9,622.48 lakhs in FY 2024 to 17,380.81 lakhs in FY

2025.

c) The Company recorded a Profit before Exceptional Items and Tax of Rs.10,21.75 lakh, more than
double the Rs. 4,347.50 lakh reported in FY 2023-24. An Exceptional Item income of Rs. 24,82.20 lakh
in FY 2024-25 significantly enhanced profitability. As a result, Profit before Tax surged to Rs.
35,039.50 lakh, as compared to Rs. 4,347.50 lakh in the previous year.

During the financial year ended March 31, 2025, the Company reported a robust improvement in its
consolidated financial performance, reflecting strong operational growth, enhanced efficiency, and

strategic execution across its business segments. Key financial highlights for FY 2024-25 as compared
to FY 2023-24 are summarized below:

a) Revenue from Operations increased significantly by 82.06%, reaching Rs. 1,76,156.00 lakh, as
compared to Rs. 96,765.40 lakh in the previous year. This strong growth was driven by higher demand,
improved market penetration, and efficient capacity utilization.

b) Total Revenue rose to Rs. 1,79,179.30 lakh, reflecting a substantial growth of 77.28% over Rs.
1,01,118.00 lakh in the previous financial year.

c) Profit Before Exceptional Items and Tax more than doubled, growing by 139.17% to Rs. 10,532.80
lakh from Rs. 4,404.80 lakh in the previous year, reflecting improved profitability from core operations.
The Company recognized Exceptional Income of Rs. 24,82.20 lakh during the year, significantly
enhancing the bottom line. As a result, Profit Before Tax surged to Rs. 35,354.80 lakh, representing an
exceptional growth of 702.54% over Rs. 4,404.80 lakh in FY 2023-24.

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

linnpr -

Product Name	Qty. MT	Percentage
S.S. INGOT	4569.528	34.01%
S.S. ANGLE	3991.025	29.69%
S.S. FLAT	2198.219	16.35%
S.S. ROUND BARS	4513.888	33.58%
S.S. BRIGHT BAR	2104.938	15.66%
S.S. WASTAGE & SLAG	191.64	1.42%

The operational performance highlights have been comprehensively discussed in Management
Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

The Consolidated Financial Statements for the financial year 2025-26 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.

3. STATE OF COMPANY’S AFFAIRS:

(i) The Financial Summary or Highlights:

During the financial year ended March 31, 2025, the Company delivered strong growth in both revenue
and earnings.

• On a consolidated basis, the Revenue from Operations stood at Rs. 17,615.60 lakh, reflecting an
increase of approximately 82.06% over the previous year’s revenue of Rs. 9,676.54 lakh. The
EBITDA (Earnings Before Interest, Tax, Depreciation, and Amortization) for the year was Rs.
3,535.48 lakh, as compared to Rs. 440.48 lakh in FY 2023—24, representing substantial year-on-year
growth.

• On a standalone basis, the Revenue from Operations amounted to Rs. 17,380.81 lakh, as against
Rs. 9,622.48 lakh in the previous financial year, registering a growth of approximately 80.66%. The
Standalone EBITDA for the year was Rs. 3,503.95 lakh, compared to Rs. 434.75 lakh in FY 2023—
24.

This notable performance reflects improved operational efficiency, increased business volumes, and
effective cost management during the year under review.

(ii) The Change in the Nature of Business:

The Company is leading manufacturer, exporter and supplier of Stainless-Steel long Products (Stainless
Steel Bars) and during the year company was engaged in the business 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 quantitative criteria specified in the Ind AS
108. The details of segment reporting in details mentioned in the Notes to the Financials.

During the year, Company approved investment in Western Urja Private Limited for acquiring 50.01%
shares from existing shareholders of Western Urja Private Limited.

4. WEBSITE:

https://www.gyscoal.com is the website of the Company. All the requisite details as per the regulations
are placed on the website of the Company.

5. MEETINGS OF THE BOARD, COMMITTEES & COMPLIANCE TO SECRETARIAL
STANDARDS:

Meetings of the Board of Directors:

During Financial Year 2025, Seven (7) board meetings were held. The details of the meetings of the
Board of Directors and its Committees are given in the Corporate Governance Report, which forms an
integral part of this Report. The intervening gap between the meetings did not exceed 120 days, as
prescribed under the Act and SEBI Listing Regulations. The Committees of the Board usually meet the
before or on the same day of the Board meeting, or whenever the need arises for transacting business.
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).

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

The details of board meetings and the attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Integrated Annual Report

Committees Meetings:

The Company has several committees, which have been established as part of best corporate
governance practices and comply with the requirements of the relevant provisions of applicable laws
and statutes. The Committees and their Composition as on March 31, 2025 are as follows:

Particulars of the Committee	Mrs. Mona Shah	Mr. Mahendra Shukla	Mrs. Dipali Manish Shah	Mr. Adtiya bhai Joshi	Mr. Hemang shah	Mrs. Laxmi Jaiswal
Audit	-	Member	-	Member	Member	Chairperson
Nomination and Remuneration			Member	Member	Chairman	Member
Stakeholder Relationship	Member	Member	Member	-	Chairman	-
Committee of Director	Member	-	Chairperson	Member	-	-

(i) Audit Committee:

During FY 2025, Board reconstituted Audit Committee on 29.07.2024. and also meets with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The terms of reference, meetings and attendance have been disclosed in the Corporate Governance
Report forming an integral part of this Report. All the recommendations made by the Audit Committee
were accepted by the Board of Directors of the Company.

(ii) Nomination and Remuneration Committee:

During FY 2025, Board reconstituted Nomination and Remuneration Committee ((Section 134(3) on
29.07.2024. and also meets with the requirements of Section 178(2) & (3) of the Companies Act, 2013
and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The NRC Policy of the Company can also be accessed on the Company’s website at
https://www.gyscoal.com/wpcontent/uploads/2021/07/Nomination_and_Remuneration_Policy.pdf.

The salient features of the NRC Policy have been disclosed in the Corporate Governance Report
forming an integral part of this report.

(iii) Stakeholders’ Relationship Committee:

During FY 2025, Board reconstituted Stakeholders’ Relationship Committee on 29.07.2024. and also
meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iv) Committee of Directors:

The details of the meetings of the Board of Directors and its Committees are given in the Corporate
Governance Report.

(v) Independent Directors’ Meeting

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 10, 2025 without
the attendance of Non-Independent Directors and members of the management. The Independent
Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as
a whole along with the performance of the Chairman of your Company, taking into account the views
of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness
of flow of information between the management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

During the year Members Annual General Meeting was held on September 30, 2024 and Extra
Ordinary General Meeting held on March 05, 2025 and Resolution passed through Postal Ballot on
April 28, 2024.

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).

6. 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.

7. 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.

8. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2024-25
in the statement of profit and loss.

9. PUBLIC DEPOSITS:

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.

10. SHARE CAPITAL:

The Total Authorised Share Capital of the Company as on the date of the Report is Rs. 1,10,00,00,000
(Rupees One Hundred and Ten crores only) consisting of 1,10,00,00,000 (One Hundred and Ten crore
only) Equity Shares of Re. 1 (Rupee One) each.

During the year, Company has increased its authorized Share capital from Rs. 70,00,00,000/- (Rupees
Seventy Crore only) divided into 70,00,00,000 (Seventy Crore) of Re. 1 each Equity Shares to Rs.

75.00. 00.000/- (Rupees Seventy-Five Crore only) divided into 75,00,00,000 (Seventy-Five Crore) Equity
Shares of Re. 1/- each through Postal Ballot on Sunday, April 28, 2024.

Further, Company has increased its authorized Share capital from Rs. 75,00,00,000/- (Rupees Seventy-
Five Crores only) divided into 75,00,00,000 (Seventy-Five Crores) of Re. 1 each Equity Shares to Rs.

90.00. 00.000/- (Rupees Ninety Crores only) divided into 90,00,00,000 (Ninety Crores) Equity Shares of
Re. 1/- each through Annual General Metting held on Monday, September 30, 2024.

Further, Company has increased its authorized Share capital from Rs. 90,00,00,000/- (Rupees Ninety
Crores only) divided into 90,00,00,000 (Ninety Crores) of Re. 1 each Equity Shares to Rs.

1.10.00. 00.000/- (Rupees One Hundred and Ten Crores only) divided into 1,10,00,00,000 (One
Hundred and Ten Crores) Equity Shares of Re. 1/- each through Extra- Ordinary General Metting held
on Wednesday, March 05, 2025.

The Total Paid-up Share Capital of the Company as on March 31, 2025 was Rs. 59,38,78,676 consisting
of 59,38,78,676 Equity Shares of Re. 1 (Rupee One) each. During the year paid-up capital of the
company was increased from Rs. 41,93,38,676 to Rs. 59,38,78,676. The Paid-up capital of the Company
as on the date of the Report is Rs. 88,52,10,866 consisting of 88,52,10,866 Equity Shares of Rs. 1
(Rupee One) each.

During the year under review, the Company had allotted 17,45,40,000 equity shares of Rs. 1 each fully
paid up at issue price of Rs. 4.02/- (Premium of Rs. 3.02/-) each raised through preferential basis and
convertible warrants into equity shares as per mentioned below details.

• 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 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 August 22, 2024 and 90,00,000
Convertible Warrants into Equity Shares on preferential basis at the issue price of Rs. 3.24 each to
Ms. Mona Shah, Promoter (on conversion of loan) on December 21, 2024.

After the closing of financial year, the company has allotted shares as per below and accordingly the
Issues and paid-up share capital increase to Rs. 88,52,10,866 (comprising 88,52,10,866 equity shares of
Re. 1 each). 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.

During the Financial year, under review company has allotted:

• 3,55,00,000 Convertible Warrants in to Equity Shares on preferential basis at the issue price of
Rs. 4.02 each to Promoter (on conversion of loan) on June 09, 2025.

• 1,11,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of
Rs. 4.71 each to non- Promoters on June 26, 2025.

• 1,01,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of
Rs. 4.71 each to non- Promoters on June 28, 2025.

• 92,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs.

4.71 each to non- Promoters on June 30, 2025.

• 78,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs.

4.71 each to non- Promoters on July 02, 2025.

• 1,15,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of
Rs. 4.71 each to non- Promoters on July 03, 2025.

• 1,05,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of
Rs. 4.71 each to non- Promoters on preferential basis on July 04, 2025.

• 18,93,32,190 Equity shares allotted through Swap on preferential basis (“Preferential Offer”) tine
promoter and non-promoter entity / public category as mentioned below (“Proposed
Allottee”) for other than cash consideration on July 04, 2025.

• 63,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs.

4.71 each to non- Promoters on July 05, 2025.

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.

11. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES:

As on March 31, 2025, the Company has three, one (1) Wholly-owned Subsidiary Company, one (1)
Subsidiary Company and one (1) Associate Company.

S. No.	Name of the holding/subsidiary/ associate companies/joint ventures (A)	Indicate whether holding/Subsidiary/ Associate/Joint Venture	% of shares held by the listed entity
1.	Shah Agrocorp Private Limited	Wholly Owned Subsidiary	99.9%
2.	Western Urja Private Limited	Subsidiary Company	50.01%
3.	Goldman Hotel and Resort Private Limited	Associate Company	26%

1. Shah Agrocorp Private Limited (‘SAPL’), was incorporated on January 24, 2024, as a wholly-owned
subsidiary of the Company.

2. Investment in Western Urja Private Limited by acquiring 50.01% shares from existing shareholders
of Western Urja Private Limited on January 10, 2025.

As on March 31, 2025, your Company do not have material subsidiaries. Your Company has
formulated a policy for determining material subsidiaries. The policy is available on your Company’s
website at https://www.gyscoal.com/wp-

content/uploads/2024/Policy_for_Determining_Material_Subsidiary.pdf.

12. REPORT ON PERFORMANCE OF SUBSIDIARIES:

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and
Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial
statements of the Company and a separate statement containing the salient features of financial
statement of subsidiaries, joint ventures and associates in Form AOC-1, annexed as "Annexure-A" which
forms part of this Integrated Annual Report.

The audited financial statements in respect of each of the subsidiaries shall be kept open for inspection
at the Registered Office of the Company on all working days during business hours up to the date of
the forthcoming Annual General Meeting. Further, the Company will make available the audited annual
accounts and related information of the subsidiary companies, upon request by any Member of the
Company. In accordance with Section 136 of the Act, the audited financial statements, including
consolidated financial statements and related information of your Company and audited accounts of
each of its subsidiaries, are available on website of your Company at https://www.gyscoal.com/.

13. CONSOLIDATED FINANCIAL STATEMENT:

Consolidated Financial Statements (“CFS”) of your Company along with its subsidiaries as at March 31,
2025 have been prepared in accordance with the Indian Accounting Standard on ‘Consolidated
Financial Statements’ issued by the Institute of Chartered Accountants of India read together with the
provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“the SEBI (LODR) Regulations”) and form a part of this Annual
Report. The Auditors’ Report on the CFS is also attached, which is unmodified.

14. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS:

During the year company has made loans, Advances and Investment in in compliance with Section 186
of the Act. Further, the Particulars of Loan/Investments made during the financial year under the
provisions of Section 186 of the Companies Act, 2013, have been disclosed in Note to the Standalone
Financial Statements forming an integral part of the Annual Report. Further, investment made directly
and indirectly by the Company are mentioned elsewhere in this report.

15. LISTING ON STOCK EXCHANGES:

The Company’s equity shares are listed at BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai 400 001 and National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G
Block, Bandra-Kurla Complex, Bandra (East), Mumbai — 400 051 and the Company has paid the
Annual Listing Fees to the Stock Exchanges for the Financial Year 2025-26.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. Appointment of Independent Director:

During FY 2025, the Board of Directors, on the recommendations of the Nomination and
Remuneration Committee (NRC), in its meeting held on July 29, 2024 approved and recommended to
the shareholders for their approval, the appointment of Mr. Adityabhai Joshi (DIN: 07718831) as an
Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5
(five) years commencing from date of Board’s approval i.e. July 29, 2024 till July 28, 2029, and he shall
not be liable to retire by rotation.

The shareholders of the Company in its 25^th Annual general Meeting held on September 30, 2024
approved the appointment of Mr. Aditya bhai Joshi as an Independent Director of the Company. He is
not debarred from holding office of a director by virtue of any SEBI Order or any other such authority.

II. Resignation of Independent Director:

During FY 2025, Mr. Ravikumar Thakkar (DIN: 09620074) tendered his resignation as an Independent
Director of the Company with effect from July 27, 2024 due to personal reasons. He also confirmed
that there are no material reasons for his resignation other than those provided in his resignation letter.
The intimation which has been furnished to stock exchanges can be accessed at
https://www.gyscoal.com/corporate_announcements.html

III. Director Liable to Retire by Rotation:

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of
Association of the Company, one third of the Directors, as are liable to retire by rotation, shall retire
every year and, if eligible, may offer themselves for reappointment at every AGM. Accordingly, one of
the Directors, other than an Independent Director, would be liable to retire by rotation at the ensuing
AGM.

Mr. Mahendra Kumar Shukla (DIN: 09461897) Executive Director of the Company, is liable to retire
by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of
Directors of the Company, on the recommendations of Nomination and Remuneration Committee
(NRC), recommends his re-appointment for consideration by the members of the Company at the
ensuing AGM of the Company.

A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the
Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the
Director proposed to be appointed is annexed to the Notice convening the 26^th AGM.

The constitution of the Board of Directors of the Company as on March 31, 2025:

Name of Director	Designation	DIN
Mona Viral Shah	Chairperson, Executive Director	02343194
Dipali Manish Shah	Non-Executive Non-Independent Director	08845576
Mahendra Deo Dutt Shukla	Executive Director	09461897
Hemang Harshadbhai Shah	In dependent Director	08740598
Laxmi Shikandar Jaiswal	Independent Director	09616917
Adityabhai Jagdishbhai Joshi	Independent Director	07718831

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March,
2025:

Name of KMP	Designation
Viral Mukundbhai shah	Chief Executive Officer (CEO)
Narendra Kumar Sharma	Chief Financial Officer (CFO)
Hiral Vinodbhai Patel	Company Secretary (CS)
Shashikant Mesariya	Chief Operating Officer (COO)

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/2021 /07/Policy_for_Appointment_of_ID.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.

17. MATERIAL CHANGES AND COMMITMENTS:

As prescribed under Section 134(3) of the Act, there have been material changes which occurred during
the financial year of the Company and date of this report, except as disclosed elsewhere in 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.

• 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.

• The Company has acquired 50.01% shares of Western Urja Private Limited at face value i.e.
invested Rs. 50010. Accordingly, Western Urja Private Limited became subsidiary of the
Company.

• During the year company has raised fund through preferential issue and increased Paid-up
capital of the Company by Rs.17,45,40,000 details of the issue is mentioned in the share capital
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. 90,00,000 Convertible Warrants into Equity Shares on preferential basis at the issue price
of Rs. 3.24 each to Ms. Mona Shah, Promoter (on conversion of loan) on December 21, 2024.

18. EVALUATION OF THE BOARD’S PERFORMANCE:

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation
with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia,
the criteria for performance evaluation of the entire Board of the Company, it’s Committees and
individual Directors, including Independent Directors. The annual performance evaluation of the
Board as a whole, its committees and individual Director has been carried out in accordance with the
framework. Performance evaluation of independent directors was done by the entire Board, excluding
the independent director being evaluated. The details of evaluation process of the Board as a whole, its
committees and individual Directors, including Independent Directors has been disclosed in the
Corporate Governance Report forming an integral part of this Report. The Board expressed its
satisfaction on the evaluation process.

19. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase
in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the
median of employees’ remuneration are provided in ‘Annexure-B’ of this Integrated Annual Report.

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies
Appointment & Remuneration of Managerial personnel) Rules, 2014.

20. 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 appoints 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 Company has formulated and adopted the Nomination and Remuneration Policy (‘NRC Policy’) in
accordance with the provisions of Act read with the Rules issued thereunder and the Listing
Regulations. 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. The
remuneration paid to the directors is in accordance with the remuneration policy of the Company. The
said policy in accordance with the current internal practices and legal requirements.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other
employees is as per the remuneration policy of the company. The NRC Policy of the Company can also
be accessed on the Company’s website at

https://www.gyscoal.com/wpcontent/uploads/2021/07/Nomination_and_Remuneration_Policy.pdf
The salient features of the NRC Policy have been disclosed in the Corporate Governance Report
forming an integral part of this report.

21. AUDITORS:

• Statutory Auditor

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Ashok
Dhariwal & Co., Chartered Accountants, (Firm Registration No: 100648W) were appointed as Statutory
Auditors of the Company at the Annual General Meeting of the Company held on September 29, 2021,
for a term of 5 (five) consecutive years, i.e., to hold office from the conclusion of the 22^nd Annual

General Meeting till the conclusion of the 27th Annual General Meeting of the Company 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.

Representative of M/s. Ashok Dhariwal & Co., Statutory Auditors of your Company attended the
previous AGM of your Company held on September 30, 2024.

The Notes to the financial statements referred in the Auditors’ Report are self-explanatory. The
Auditors’ Report is enclosed with the financial statements forming part of this Integrated Annual
Report.

The Auditors’ Report read together with Annexures referred to in the Auditors’ Report for the financial
year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or
disclaimer.

• Internal Auditors

As per Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules,

2014, and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, and upon the recommendation of the Audit Committee, the Board of Directors of the Company
re-appointed M/s. J N A D & Co., Chartered Accountants (FRN. 138480W) as Internal Auditors of
the Company for the financial year 2024-25 in its meeting dated July 29, 2024.

The Board has appointed M/s. J N A D & Co., Chartered Accountants (FRN. 138480W) as Internal
Auditors of the Company for the financial year 2025-26 on its meeting dated June 09, 2025. The M/s. J
N A D & Co., internal Auditor merged in to M/s DDH & Associates (FRN: No. 146717W), Chartered
Accountants. The Board has not changed the Auditor, due to merging of Firm the Board approved the
appointment of M/s DDH & Associates as Internal Auditor of the Company to conduct the Internal
Audit of the Company for the FY 2025-26.

• Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board
re-appointed M/s. K Jatin & Co., (COP: 12043), Practicing Company Secretaries, Ahmedabad, at their
meeting held on July 29, 2024 to undertake the Secretarial Audit of your Company for FY 2024-25.
The secretarial audit report in the prescribed form MR-3 is attached herewith as “Annexure F”.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your
approval being sought as the ensuing AGM M/s. K Jatin & Co., (COP: 12043), Practicing Company
Secretaries, Ahmedabad; (Peer reviewed certificate no. 1753/2022) has been appointed as a Secretarial
Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive
financial years from FY 2025-26 till FY 2029-30. M/s. K Jatin & Co., Practicing Company Secretary has
confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold
office as Secretarial Auditor of your Company.

Observation:

1. Delayed locking in of unlisted warrants under the proviso to Regulation 167(1) of the SEBI
(ICDR) Regulations, 2018;

2. Based on the verification of statutory registers, filings, records, and explanations furnished for
the year under review, it was observed that there was a delay in disclosure of the application for
reclassification of promoter shareholders as a material event under Regulation 31A(8)(c) read

with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Management explanation:

1. The delay arose from procedural reasons and was inadvertent. Management acknowledges
NSE''s advisory regarding delayed warrant lock-in. We are strengthening internal processes and
controls to ensure strict future compliance with SEBI (ICDR) Regulations, 2018.

2. Management acknowledges NSE''s advisory and will implement heightened precautions. We are
committed to exercising due caution to ensure full compliance with all applicable SEBI
regulations going forward.

• Cost Auditor

During the year under review, in accordance with Section 148(1) of the Act, your Company has
maintained the accounts and cost records, as specified by the Central Government. During the relevant
year, company do not require to appoint Cost auditor and conduct audit for the financial year 2024-25.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and
Audit) Amendment Rules, 2014 the Company is required to appoint Cost auditor conduct the audit of
FY 2025-26. Accordingly, the Board on the recommendation of Audit Committee in its meeting dated
August 12, 2025, has appointed M/s. R J & Associates, Practicing Cost Accountants (Firm Reg. No.
004690) as the Cost Auditor of the company to conduct cost audit for the FY 2026. A resolution
seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for
FY 2026 is provided in the Notice of the ensuing AGM.

The cost accounts and records as required to be maintained under section 148(1) of the Act are duly
made and maintained by your Company

22. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors of the Company have not reported to the Audit
Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company
by its officers or employees, therefore no detail is required to be disclosed under Section 134 (3)(ca) of
the Act.

23. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act read
with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for
the financial year ended March 31, 2025 is available on the Company’s website at

https://www.gyscoal.com/meeting_details.html.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT:

During the period under review, Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) notified by the Institute of Company Secretaries of India. The Company has also
undertaken an audit for the FY 2024 — 25 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 27, 2025 which is within 60 days of the end of the financial year ended March 31, 2025 and same is
available on the website of the Company at https://www.gyscoal.com.

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

25. COMPLIANCE OF CODE OF CONDUCT:

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.

26. 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/2021/07/ID_Familiraisation_Program.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.

27. HUMAN RESOURCE DEVELOPMENT:

The Company considers its employees as most important resources and asset. The Company follows a
policy of building strong teams of talented employees. The Company continues to build on its
capabilities in getting the right talent to support different products and geographies and is taking
effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture
this asset. The Company ensures that safe working conditions are provided in the offices of the
Company.

The Company has kept a sharp focus on Employee Engagement. The Company’s Human Resources is
Commensurate with the size, nature and operations of the company. The Overall industrial relations in
the company have been cordial.

28. 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.

No person has been denied access to the Chairman of the Audit Committee. The details of vigil
mechanism have been disclosed in the Corporate Governance Report forming an integral part of this
Report. 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 athttps://www.gyscoal.com/wp-
content/uploads/2021 /07/Whistle_Blower_Policy.pdf

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, your Directors, to the best of their knowledge and belief and
according to the information & explanations obtained by them, confirm that:

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

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 as on March 31, 2025 and of the profit and loss of the Company for
the period ended on that date;

c) the Directors had taken proper and sufficient care for 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 had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

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

30. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal financial control systems in place which are supplemented by an
extensive internal audit program conducted by an independent professional agency. The internal
control system is designed to ensure that all financial and other records are reliable for preparing
financial statements and for maintaining accountability of assets. During the financial year, such
controls were tested and no reportable material deficiency in controls were observed.

Further Pursuant to Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the CEO and Chief Financial Officer has provided certification regarding the
adequacy of the Internal control systems and procedures.

During the year company has appointed 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.

31. CYBER SECURITY:

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the
processes, technology controls are being enhanced in-line with the threat scenarios. Your Company’s
technology is enabled with real time security monitoring with requisite controls.

During the year under review, your Company did not face any incidents or breaches or loss of data
breach in cyber security.

32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, is annexed herewith as ‘Annexure - C’ to this Report.

33. RISK MANAGEMENT:

Risk Management is an integral and important component of Corporate Governance. If risks are not
properly managed and controlled, they can affect the Company’s ability to attain its objectives. The
Company has a Business Risk Management framework to identify, evaluate business risks and
opportunities. 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/wpcontent/uploads/2014/13/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.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In term of Regulation 34 of the Listing Regulations, Management’s Discussion and Analysis Report for
the year under review, is presented in a separate section, forming an integral part of this Annual Report
as “Annexure- D”.

35. CORPORATE GOVERNANCE:

Your Company always places a major emphasis on managing its affairs with diligence, transparency,
responsibility and accountability. The Company continues to focus on building trust with shareholders,
employees, customers, suppliers and other stakeholders based on the principles of good corporate
governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and
commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate
Governance along with a certificate from the Practicing Company Secretaries conforming compliance
to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing
Regulations, is also annexed to the Corporate Governance Report which forms part of this Report as
‘Annexure - E’.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your
Company has formulated and implemented a Code of Conduct for all Board members and senior
management personnel of your Company (“Code of Conduct”), who have affirmed the compliance
thereto. The Code of Conduct is available on the website of your Company at
http://gyscoal.com/wpcontent/uploads/2025/code_of_conduct_for_senior_managment.pdf

36. 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.

37. 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/2025/rpt_policy.pdf the Company has
periodically reviewed and updated the Related Party Transaction Policy.

During the year under review, all related party transactions entered into by the Company, were
approved by the Audit Committee and were at arm’s length and in the ordinary course of business.
Prior omnibus approval is obtained for related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm’s length basis. During FY 2024-25, your
Company has not entered into any transactions with related parties which could be considered material
in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required
under Section under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for
FY2024-25 and hence does not form part of this report.

All transactions with related parties entered into during the year under review were at arm’s length basis
and in the ordinary course of business and in accordance with the provisions of the Act and the rules
made thereunder, the SEBI Listing Regulations and your Company’s Policy on Related Party
Transactions. The members of the Audit Committee abstained from discussing and voting in the
transaction(s) in which they were interested.

During the year, the material Related Party Transactions pursuant to the provisions of Regulation 23 of
SEBI Listing Regulations had been duly approved by the shareholders of your Company. Your
Company did not enter into any related party transactions during the year under review, which could be
prejudicial to the interest of minority shareholders

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 2024-25.

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

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

No significant material orders have been passed by any Regulators/Courts/Tribunals which has been
received by the Company having impact on the going concern status and the Company’s operation in
future.

39. 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 made thereunder.

40. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company is fully committed to uphold and maintain the dignity of women working in the
Company and has zero tolerance towards any actions which may fall under the ambit of sexual
harassment at workplace. An Internal Complaints Committee (‘ICC’) under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) has been
constituted to redress the complaints received regarding sexual harassment.

The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace.
Periodic sessions were also conducted to apprise employees and build awareness on the subject matter.
All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted
by your Company.

During the year under review, your Company has not received any complaint pertaining to sexual
harassment.

41. 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.

42. DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL
ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED
UNDER REGULATION 32(7A) OF THE SEBI LISTING REGULATIONS:

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Sections 42 and
62 of the Act, Company has raised funds through Preferential issue during the year and 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 Company has issued and allotted 18,75,00,000 Equity Shares including 44500000
convertible warrants of Rs. 4.02 per shares.

During the year, your company has not raised funds through Qualified Institutional Placement. Your
Company has not issued equity shares with differential rights as to dividend, voting or otherwise and
sweat equity shares during the financial year.

43. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct (“Code”) to regulate, monitor and report trading in
Company’s shares by Company’s designated persons and their immediate relatives as per the
requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons
while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information
(“UPSI”). Further, it also includes code for practices and procedures for fair disclosure of unpublished
price sensitive information which has been made available on the Company’s website at
https://www.gyscoal.com/wp-content/uploads/2025/code_of_conduct_pit.pdf.

44. DISCLOSURES:

• CODE OF CONDUCT: 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.

• DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent
applicable.

• APPLICATION/PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016: 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 on 10.04.2024.

The Company was a respondent in proceedings initiated by MSTC Limited before the
Hon’ble National Company Law Tribunal (NCLT), Ahmedabad, under Section 9 of the
Insolvency and Bankruptcy Code, 2016, in respect of an alleged operational debt claim of
?36.00 crore (inclusive of interest) relating to transactions entered into in the year 2006. The
Hon’ble Tribunal, vide its order dated April 10, 2024, held that the claim was barred by
limitation and that pre-existing disputes existed between the parties, and accordingly dismissed
the application filed by MSTC Limited.

Other than the mentioned there is no litigation filed during the F.Y. 2024-25 before National
Company Law Tribunal.

• The Securities and Exchange Board of India (SEBI) initiated adjudication proceedings
pursuant to a Show Cause Notice dated December 15, 2023, in respect of certain
delayed/non-disclosures under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, relating to loan defaults, insolvency applications, one-time settlement
arrangements, and non-disclosure of the arrest of a promoter. After considering the
Company’s submissions, SEBI, vide order dated April 2, 2025, imposed a monetary penalty of
?2,00,000 (Rupees Two Lakh only). The Board notes that these lapses were procedural in
nature, arising from transitional changes in the compliance team during earlier years, without
any adverse impact on the financials or interests of shareholders. The Company has since
strengthened its compliance framework to ensure timely and accurate regulatory disclosures.

During the year there is no Significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and your Company’s operation in future.

• INVESTORS GRIEVANCES: All the complaints received from investors during the year
has been resolved and no complaint as on March 31, 2025.8.29

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

• During the year there is no Voting rights which are directly exercised by the employees in
respect of shares for the subscription/ purchase of which loan was given by your Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under Section 67(3)(c) of the Act).

• With respect to the loans advanced by the Directors to the Company, the Company has
received necessary declarations from Directors that the said loan is not given out of funds
acquired by them by borrowing or accepting loans or deposits from others.

• No agreements have been entered / executed by the parties as mentioned under clause 5A of
paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures
Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the
Management or Control of the Company or impose any restriction or create any liability upon
the Company.

• During the year, the Company has not entered into any transaction of material nature with the
Promoters, the Directors or the Management that may have any potential conflict with the
interest of the Company.

• The details of direct and Indirect tax litigation has been provided in the auditor’s reports and
Notes to the Financials.

• During the year there was no Revision of financial statements and Directors’ Report of your
Company.

45. ACKNOWLEDGEMENT:

Your directors take this opportunity to thank and acknowledge with gratitude, the contributions made
by the employees through their hard work, dedication, competence, commitment and cooperation
towards the success of your Company and have been core to our existence that helped us to face all
challenges.

Your directors are also thankful for consistent co-operation and assistance received from its
shareholders, investors, business associates, customers, vendors, bankers, regulatory and government
authorities and showing their confidence in the Company.

FOR AND ON BEHALF OF THE BOARD OF
SHAH METACORP LIMITED
Sd/-

Mona V Shah

DATE: August 12, 2025 aakpraon

PLACE: Ahmedabad (°^{IN: 023}4³19⁴⁾

---

Mar 31, 2024

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:

fAmountin Lakhs except EPS)

	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	9187.22	3,987.64	9676.54	3,987.64
Other Income	435.26	700.28	435.26	700.28
Total Income	9622.48	4,687.92	10111.80	4,687.92
Total Expenses	9187.72	4,716.70	9671.32	4,716.69
Earning/ Loss Before Finance Cost, Depreciation and Tax (EBIDTA)	788.50	295.72	794.23	295.72
Profit / (Loss) before Exceptional Items and Tax	434.76	(28.76)	440.48	(28.76)
Exceptional Items	-	-	-	-
Profit / (Loss) before Tax	434.76	(28.76)	440.48	(28.76)
Tax expense	(14.16)	(194.14)	(14.16)	(194.14)
Profit / (Loss) for the Period	420.59	165.38	426.32	165.37
Other Comprehensive Income	7.10	21.15	7.10	21.15
Total Comprehensive Income for the period	427.69	186.53	433.43	186.52
Paid up Equity Share Capital (Face Value of '' 1/- each)	4193.39	3,323.79	4193.39	3,323.78
Earning per Share - Not Annualised (in '')
1) Basic	0.11	0.16	0.11	0.16
2) Diluted	0.11	0.16	0.11	0.16

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:-

S.S. INGOT :	30.48%
S.S. WASTAGE & SLAG	2.61%
S.S. ANGLE :	10.65%
S.S. FLAT	16.84%
S.S. ROUND BARS	10.53%
S.S. BRIGHT BAR	09.41%

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:

Name of Director	Designation	DIN
Mona Viral Shah	Chairperson, Executive Director	02343194
Dipali Manish Shah	Non-Executive Director	08845576
Mahendra Deo Dutt Shukla	Executive Director	09461897
Hemang Harshadbhai Shah	Independent Director	08740598
Laxmi Shikandar Jaiswal	Independent Director	09616917
Ravikumar Manojkumar Thakkar	Independent Director	09620074

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:

Name of KMP	Designation
Viral Mukundbhai shah	Chief Executive Office (CEO)
Narendra Kumar Sharma	Chief Financial Office* (CFO)
Hiral Vinodbhai Patel	Company Secretary (CS)
Shashikant Mesariya	Chief Operating Officer (COO)

*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.

Auditors & their Reports

• 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.

Auditors Qualification:

• 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.

REGISTERED OFFICE: BY ORDER OF THE BOARD OF DIRECTORS,

FOR SHAH METACORP LIMITED (FORMERLY KNOWN AS GYSCOAL ALLOYS LIMITED)

Plot No. 2/3 GIDC Ubkhal,

Kukarwada, Tal. Vijapur, Dist. Sd/-

Mehsana Kukarwada Mona V Shah

Mahesana GJ 382830 IN Chairperson

(CIN:L46209GJ1999PLC036656) (DIN - 02343194)

Tel: [phone] Email: [email protected];

Website: www.gyscoal.com

DATE: AUGUST 22,2024 PLACE: AHMEDABAD

---

Mar 31, 2023

The Directors are pleased to present the 24^th Annual Report on business and operations of the company together with the Audited Financial Statements for the financial year ended March 31, 2023.

Financial Highlights

The standalone and consolidated performance for the financial year ended March 31, 2023 vis a-vis March 31, 2022 is as under:

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	3,987.64	2,003.99	3,987.64	2,003.99
Other Income	700.28	288.39	700.28	288.39
Total Revenue (I II ) Expenditure	4,687.92	2,292.38	4,687.92	2,292.38

(a] Cost of materials consumed	3,813.74	1,901.78	3,813.74	1,901.78
(b) Purchases of stock-in-trade	-	-	-	-
(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade	17.89	(52.84)	17.89	(52.84)
(d) Employee benefits expense	103.94	262.48	103.94	262.48
(e) Finance costs	32.61	54.03	32.61	54.03
(f) Depreciation and amortisation expense	291.89	366.99	291.89	366.99
(g) Other expenses	456.62	846.15	456.62	846.15
Total Expenses (IV)	4,716.69	3,378.59	4,716.69	3,378.59
Profit / (Loss) before Exceptional Items and Tax ( III - IV )	(28.76)	(1,086.21)	(28.76)	(1,086.21)
Exceptional Items	-	1,122.85	-	1,122.85
Profit / (Loss) before Tax (V-VI) Tax expense	(28.76)	36.64	(28.76)	36.64
(a) Current Tax	-	-	-	-
(b) Deferred Tax	(194.14)	606.16	(194.14)	606.16
(c) Adjustment of Earlier Year Tax	-	(6.31)	-	(6.31)
Profit / (Loss) from continuing operations (VII-VIII)	165.37	(563.21)	165.37	(563.21)
Profit/(Loss) from discontinued operations (VII-VIII)	-	-	-	-
Tax expense of discontinued operations	-	-	-	-
Profit/(Loss) from discontinued operations after tax (X-XI)	-	-	-	-
Profit / (Loss) for the Period (IX XII)	165.37	(563.21)	165.37	(563.21)
Other Comprehensive Income Total Comprehensive Income for the	21.15	11.52	21.15	11.52
period (XIII XIV) (Comprising Profit / (Loss) and Other Comprehensive Income for the Period)	186.52	(551.69)	186.52	(551.69)
Paid up Equity Share Capital (Face Value of '' 1/- each) Earning per Share - Not Annualised (in '')	3,323.78	1,582.76	3,323.78	1,582.76
1) Basic	0.16	(0.35)	0.16	(0.35)
2) Diluted	0.16	(0.35)	0.16	(0.35)

Financial Performance Review

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Revenue	4687.92	2292.38	4687.92	2292.38
Operational Expenses	4392.19	2957.57	4392.19	2957.57
Earning/ Loss Before Finance Cost, Depreciation and Tax (EBIDTA)	295.73	(665.19)	295.73	(665.19)
Less: Finance Cost	32.61	54.03	32.61	54.03
Less: Depreciation & Amortization Cost	291.89	366.99	291.89	366.99
Earning/Loss Before Taxation	(28.76)	(1086.21)	(28.76)	(1086.21)
Add: Exceptional Item	-	(1122.85)	-	1122.85
Less: Total Tax Expenses	(194.14)	(599.85)	(194.14)	(599.85)
Other Comprehensive Income	21.15	11.52	21.15	11.52
Earnings/Loss After Tax (EAT)	186.52	(551.69)	186.52	(551.69)

Standalone financials are similar to the consolidated financials as company’s share of loss in associate is exceed the carrying amount of the investment. Hence, the impact of consolidation of subsidiaries financials with standalone financials is insignificant.

Review of Business Operations

The financial year 2022-23 has registered increase in production and sales volumes as compared to previous financial year. Company is engaged in single segment, the item wise product performance are as per below:

NAME OF ITEMS	Production	% WISE Production
S.S. INGOT	2148.75	42.70%
5.5. FLATS 5.5. WASTAGE &	758.577	15.10%
SLAG	497.71	9.90%
S.S. ROUND BAR	449.018	8.90%
S.S.SCRAP	397.412	7.90%
S.S. ANGLES	289.915	5.80%

Your Company has posted Revenue from operations for the current year standalone and Consolidated at Rs. 4687.92 Lakhs. Total revenue increased more than double from Rs. 2292.38 Lakhs to Rs. 4687.92 Lakhs. The Profit before interest, depreciation, tax and exceptional items for the current year stands at Rs. 295.73 Lakhs. Standalone and Consolidated Net profit after tax increased to 186.52 Lakhs from Rs. (551.69) Lakhs.

The Consolidated Financial Statements for the financial year 2022-23 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.

Change in Object

The Board of Directors has proposed in its Board Meeting held on August 14, 2023 to change object clause of the Company by inserting Agricultural Products and chemical and other chemicals products in its existing object clause. Accordingly, proposal for Amendment in object clause is placed before the shareholders in notice of AGM for their approval.

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.

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, 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.

Transfer to Reserves

The Board of Directors of your company have decided not to transfer any amount to the Reserves for the year under review except a portion of the profit after tax (PAT) to general reserve. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

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.

Share Capital

During the year total Authorized Share Capital remains Rs. 50,00,00,000 (Rupees Fifty Crores only) consisting of 50,00,00,000 (Fifty Crores) equity shares of Rs. 1/- (Rupee One) each.

During the year under review, the Company had allotted 17,41,03,116 equity shares of Rs. 1 each fully paid up at issue price of Rs. 2.75/- (Premium of Rs. 1.75/-) each raised through Rights Issue on February 06, 2023. As a result of such allotment, the paid-up share capital of the Company increased from Rs. 15,82,75,560 (comprising 158275560 equity shares of Rs. 1 each) to Rs. 33,23,78,676 (comprising 332378676 equity shares of Rs. 1 each). 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:

• 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 Promoter (on conversion of loan) on July 28, 2023.

The Board of Directors at their meeting held on Saturday, August 26, 2023 proposed to increase its authorized Share capital of the Company from existing 50,00,00,000 to 70,00,00,000 and same is placed before the members at ensuing AGM for the approval of shareholders.

After closing of financial year company received application letter via email dated Sunday, April 09, 2023 for reclassification from the promoters and promoters group Mr. Zankarsinh Solanki and Giraben Solanki and same was approved by the Board in their Board Meeting held on April 10, 2023. Further, Board took note that application for reclassification as provided by the said promoters are not as per format specified under Regulation 31A of Listing Regulation and company has requested to provide application as per specified format as per Regulation 31A of Listing Regulation but till date Company has not received any response from the said Promoters. Application for reclassification is pending with Stock exchange.

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 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 Board has reviewed the affairs of the Company''s associates during the year at regular intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and its Associates forms part of this Annual Report. The Company has only one associate company named Goldman Hotels & Resorts 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.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Associates companies in Form AOC-1 is provided as "Annexure A" to this report.

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. 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, 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 202223 and 2023-24.

Directors and Key managerial Personnel

The Board of Director has regularized Ms. Mona Viral Shah (DIN 02343194] and Mr. Mahendra Kumar Shukla (DIN: 09461897] at Extra-Ordinary General Meeting (EGM) held on May 09, 2022.

The Mr. Hemang Shah (DIN: 08740598] appointed as an Additional Non-Executive Independent Director on April 13, 2022 and regularized him by the members at the EGM held on May 09, 2022.

The Board appointed Ms. Laxmi Jaiswal (DIN: 09616917] and Mr. Ravi Thakkar (DIN: 09620074] as an Additional Non-Executive, Independent Director on May 25, 2022 by Resolution passed by circular and members has regularized them at 23^rd Annual General Meeting held on August 24, 2022.

During the year, Mr. Vishal Parikh resigned from the position of Chief Financial Officer (CFO] w.e.f. June 30, 2023 and Mr. Neelesh Butara, CFO of the Company was appointed on July 30, 2022 and resigned w.e.f. July 09, 2023. Mr. Narendra Sharma appointed as CFO w.e.f. August 14, 2023.

As per provision of Section 152(6] of the Act, Mrs. Mona Viral Shah (DIN 02343194], Executive Director and Chairperson, retires by rotation at the ensuing AGM and, being eligible, offers herself for re-appointment. The board recommends her re-appointment.

Board Recommended re-appointment of Mr. Mahendra Shukla (DIN: 09461897] as an Executive Director for the period of 3 years and Ms. Mona Shah (DIN: 02343194] as an Executive Director and Chairperson of the Company for the term of 5 years w.e.f. October 01, 2023 to the shareholders at ensuing Annual general Meeting to comply with the Regulation 17 of Listing Regulation.

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.

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.

As on date of this report, Ms. Mona Shah, Executive Director and Chairperson; Mr. Mahendra Shukla, Executive Director; Mr. Narendra Sharma, Chief Financial Officer and Ms. Hiral Patel, Company Secretary and Compliance Officer are the Key Managerial Personnels of the company.

Meetings of the Board, Committees & Compliance to Secretarial Standards

During the year under review, the Board met Seven times viz. on April 13, 2022, May 11, 2022, July 30, 2022, August 05, 2022, September 28, 2022, November 11, 2022, and January 09, 2023. The necessary quorum was present during all the meetings. The Notice along with Agenda of each Board Meetings were given to each Director of the Company.

The intervening gap of the board meetings were within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 09, 2023.

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Right Issue Committee;

e) Committee of Board.

During the year, Extra Ordinary General Meeting was held on May 09, 2022 and Annual General Meeting was held on August 24, 2022.

Details of number of the meetings, terms of reference of the Committees, Committee membership, changes and attendance of members at meetings of the Committees are included in the Corporate Governance Report, which forms part of this Annual Report. During the year, all the recommendations made by the all Committees were accepted by the Board.

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).

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.

Remuneration of Directors and Employees

A statement pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached with "Annexures C".

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, 2023 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. The remuneration paid to the directors is in accordance with the remuneration policy of the Company.

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

Auditors & their Reports

• 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, 2023 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 2022-23 is a “qualified report” for the both standalone and consolidated financial statements and statement of Impact of Auditors qualification forming part of audit report.

Auditors Qualification:

• Standalone:

1. In respect of Trade Receivables amounting to Rs. 2,532.35 Lakhs, we have not received balance confirmations from the debtors. The realisability of these amounts is doubtful and company has not made any provision for Bad and Doubtful debts in respect of these receivables. In the absence of confirmations and other corroborative evidence, we are unable to comment on the extent to which such balances are recoverable and the reported Financials may have consequential impact which remains unascertained.

Management explanation: The Company is in process of obtaining balance confirmation from Trade receivables. The entire process will be done before 31^st July, 2023.

2. The company had entered into a One Time Settlement ("OTS"] 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 OTS, 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 OTS, the company is liable to pay default interest @24% per annum compounded monthly along with penal interest @2%.The company 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. 265.36 Lakhs.

Management explanation: The Company is confident of making payment of entire dues of Rs. 1,775 Lakhs by 30^th September, 2023. 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.

• Consolidated:

1. In respect of Trade Receivables amounting to Rs. 2,532.35 Lakhs, we have not received balance confirmations from the debtors. The realisability of these amounts is doubtful and company has not made any provision for Bad and Doubtful debts in respect of these receivables. In the absence of confirmations and other corroborative evidence, we are unable to comment on the extent to which such balances are recoverable and the reported Financials may have consequential impact which remains unascertained.

Management explanation: The Company is in process of obtaining balance confirmation from Trade receivables. The entire process will be done before 31^st July, 2023.

2. The company had entered into a One Time Settlement ("OTS"] 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 OTS, 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 OTS, the company is liable to pay default interest @24% per annum compounded monthly along with penal interest @2%.The company 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. 265.36 Lakhs.

Management explanation: The Company is confident of making payment of entire dues of Rs. 1,775 Lakhs by 30^th September, 2023. 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.

• Internal Auditor

M/s. Radheshyam I Shah and Associates (FRN.:128398W), Chartered Accountant, continued to be the Internal Auditors of the company as per the provisions of Section 138 of the Companies Act, 2013 for conducting the internal audit of the company for the financial year 2022-23. The Internal Audit Reports issued by M/s. Radheshyam I Shah and Associates submitted to the Audit Committee and Board of directors on quarterly basis.

Further, as per section 138(1) read with Companies (Accounts) Rules, 2014, the board of directors of the Company have re-appointed of 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 and the Company has also received consent for their re-appointment as the Internal Auditors of the Company to that effect.

• 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, M/s. Chirag Shah & Associates (COP: 3498), Practicing Company Secretaries, Ahmedabad, appointed as a Secretarial Auditors of the Company by the Board at their meeting held on July 30, 2022 to conduct the Secretarial Audit of the Company for the Financial year 2022 - 23. The secretarial audit report in the prescribed form MR-3 is attached herewith as "Annexure D".

Management explanation on the remarks of Secretarial Audit report:

a) There was delay in submission of disclosure of related party transactions on consolidated basis as per regulation 23(9) of SEBI (LODR) Regulations 2075;

The delay was occurred to due to change in time line from 30 days to 15 days from the date of publish of financials for half year result. Due to misinterpretation of amendments of Listing Regulation and non-compliance was occurred. Further, the company has duly paid penalty levied by the stock exchanges.

b) There was delay in submission of notice pertaining to the meeting of board of directors as per regulation 29(2)/(3) of SEBI (LODR) Regulations 2015;

The meeting was called on the shorter notice and consent of all the Directors was taken for the matter pertaining to Regulation 29 of Listing Regulation. The company has duly paid penalty levied by the stock exchanges.

c) The Board of Directors of the listed entity comprises of less than six directors during the period of 9th May,2022 to 24th May,2022 as per regulation 17(1)(3) of SEBI (LODR) Regulations 2015.

In this Board is of opinion and explained that the non-composition is for period of 15 days only. During this period, Independent Directors has resigned and within 15 days new Independent

Directors was appointed. Hence, this is not non-compliance as per regulation 17(1E] of SEBI (LODR] Regulations 2015. Regulation 17 (1E) of listing regulation state that Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy company shall fill the vacancy within period of 3months and company has filled vacancy within 15 days.

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 2022 - 23 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. The Report (Annual Secretarial Compliance Report] has been submitted to the Stock Exchanges on May 30, 2023 which is within 60 days of the end of the financial year ended March 31, 2023 and same is available on the website of the Company at https://www.gyscoal.com/wp-content/uploads/2023/secretarial_compliance_report_2023.pdf

• 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 2022-23. The provision of maintenance of cost records as specified by the Central Government under sub-section (1] of Section 148 of the Companies Act, 2013 is not applicable.

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

During the year under review, Company has received necessary declaration from each of the Independent Directors under Section 149(7] of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6] of the Companies Act, 2013 and Regulation 25 of Listing Regulation and Regulation 16(1](b] Listing Regulations and have also complied the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. In opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Rules made thereunder and Listing Regulations.

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.

Familiarisation Programme for Directors

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. 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, 2023, 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, 2023 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 has provided certification regarding the adequacy of the Internal control systems and procedures.

The Company has appointed M/s. Radheshyam I Shah & Associates 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. 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

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

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 minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The framework also defines the risk management approach across the company at various levels. The Risk management policy is available on the website of the Company https://www.gyscoal.com/wp-content/uploads/2014/13/Risk_Management_Policy.pdf.

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

Management Discussion and Analysis Report and Corporate Governance

The Management Discussion and Analysis Report on the Industry and business operations of the Company, as required under Listing Regulations are set out in "Annexure-E" forming part to this 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-F" forming part to this Annual report. The Compliance certificate issued by Secretarial Auditors reported: a] The Board of Directors of the listed entity comprises less than six directors during the period of 09^th May, 2022 to 24^th May,2022 as per regulation 17(1} (3) of SEBI (LODR] Regulations 2015.

In this Board is of opinion and explained that the non-composition is for period of 15 days only. During this period, Independent Directors has resigned and within 15 days new Independent Directors was appointed. Hence, this is not non-compliance as per regulation 17(1] (3] of SEBI (LODR] Regulations 2015 and as per regulation 17 (1E) Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy company shall fill the vacancy within period of 3months and company has filled vacancy within 15 days.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy] Rules, 2014 does not applicable to the Company.

Related Party Transactions

During the year under review, all transactions entered into with Related Parties as defined under the Companies Act, 2013, and Regulation 23 of the SEBI (LODR] Regulations during the financial year were in the ordinary course of business and on arm’s length pricing basis and do not attract the provisions of Section 188 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. Suitable disclosures as required by the Indian Accounting Standard (Ind AS 24] has been made in the notes to the Financial Statements.

The Board approved policy for related party transactions is available on the Company’s website https://www.gyscoal.com/wp-content/uploads/2021/07/RPT_Policy.pdf. Since all related party transactions entered into by the Company were in ordinary course of business and were on arms’ length basis, Form AOC-2 is not applicable to the Company. The details of the transactions with Related Party are provided in the note of the audited financial statements in accordance with the Accounting Standards.

All Related Party Transactions are placed before the Audit Committee and the Board on quarterly basis. Omnibus approval of audit committee and board are obtained for the transactions which are forecasted and are repetitive in nature.

Material Changes after closing of financial year and date of Report

After closing of the financial year your company has raised the fund through preferential issue by issuing 5500000 equity shares on 26.07.2023 to Non-Promoters and 81200000 equity shares to Promoter and Non-promoters on 28.07.2023. Company has allotted 22800000 warrant convertible in to Equity shares to promoter.

After closing of Financial year name of the Company changed from Gyscoal Alloys Limited to Shah Metacorp Limited.

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

Significant and Material orders passed by the Regulators or Courts

During the financial year under review, no significant or material orders were passed by any Regulatory/ Statutory Authorities or the Courts or tribunals which would impact the going concern status of the Company and its future operations.

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

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder and hence, there is nothing to report by the Board of Directors under Section 134 (3)(ca) of the Companies Act, 2013..

Policy on prevention of sexual harassment at workplace

Your company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment comprising of one women Presiding Officer and two employees one external women member. All employees (permanent, temporary, trainees) are covered under this policy.

During the year under review, the ICC has not received any complaints about sexual harassment in the company and no complaints were pending as on March 31, 2023. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace. The policy on Sexual Harassment at Workplace is placed on the Company''s website at https://www.gyscoal.com/wpcontent/uploads/2021/07/Sexual_Harassment_of_Women_at_the_W orkplace_Policy.pdf. To build awareness in this area, the Company has been conducting detailed orientation to new employees on Policy for prevention of Sexual Harassment at the Workplace adopted by the Company.

Business Responsibility and Sustainability Report

A Business Responsibility and Sustainability Report as stipulated under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is not applicable to the 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 not raised any funds through Preferential Allotment and Qualified Institutional Placement. However, the Company had raised funds through Right issue during the year and there was no deviation in utilization of fund and quarterly report of statement of deviation of fund was uploaded on Stock exchanges.

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 section 134(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 https://www.gyscoal.com/wp-content/uploads/2023/secretarial_compliance_report_2023.pdf.

• There has been no change in the nature of business of the company.

• One-time settlement (OTS] with Omkara Asset Reconstruction Private Limited is under process and same will be disclosed once the terms of OTS get final. The Company had received No due certificate under OTS with SBI on 23.07.2021 and same was disclosed by the company.

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

• During the year Vedant Tradelink Private Limited filed case against the company and same was disposed off on 06.05/2022 before National Company Law Tribunal during the financial year 2022-23. Other than the mentioned there is no litigation filed during the F.Y. 2022-23 before National Company Law Tribunal.

SUMMARY OF OUTSTANDING LITIGATION AND DEFAULTS:

Criminal proceedings against our Company-7, Criminal proceedings by our Company-13, Material civil litigation against Company-1, Material civil litigation by our Company-2, Actions by statutory or regulatory authorities outstanding -nil, Direct and indirect tax proceedings-14. The details of pending litigation are forming part of Letter of Offer which is available on the website of the Company and accessible by https://www.gyscoal.com/wp-content/uploads/2022/lof_28122022.pdf.

• There is no Material uncertainty related to Going Concern.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the cooperation and assistance to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review.

Your Directors places on record their deep appreciation to employees and labours at all levels for their hard work, dedication, cooperation and commitment during the year.

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

---

Mar 31, 2018

To

The Members,

The Directors are pleased to present the Nineteenth Annual Report on business and operations of the company together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

1. FINANCIAL RESULTS

The Company’s Financial Performance, for the year ended 31st March, 2018 is summarized below:

(Rs. In Lacs)

Particulars	Standalone		Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Revenue from operations	9516.40	17302.00	9516.40	17302.00
Other Income	15.77	20.89	15.77	20.89
Total Revenue	9532.17	17322.88	9532.17	17322.88
Profit Before Interest , Depreciation & Tax	(250.09)	1202.90	(250.21)	1202.42
Finance Cost	1020.24	1211.76	1020.24	1211.76
Depreciation & Amortisation	789.34	920.15	789.34	920.17
Total Expenditure	11591.85	18251.89	11591.97	18252.40
Profit Before Tax	(2059.68)	(929.01)	(2059.79)	(929.51)
Provision for Current Tax, Deferred Tax & Other Tax Expenses	(278.37)	(326.54)	(278.37)	(326.54)
Profit After Tax	(1781.31)	(602.47)	(1781.43)	(602.98)
Equity Share Capital	1582.76	1582.76	1582.76	1582.76
Other Equity /Reserves and Surplus	4228.90	5986.59	4247.86	5965.67
Total Equity	5811.65	7569.35	5830.61	7548.42
Proposed Dividend	-	-	-	-

2. FINANCIAL HIGHLIGHTS/OPERATIONAL REVIEW/ STATE OF COMPANY’S AFFAIR

During the year under review, your Company incurred a Net Loss after tax of Rs. 1781.31 lacs as compared to Net Loss after Tax of Rs. 602.47 lacs during the Financial year 2016-17.Revenue from operation during the year under review stood at Rs. 9516.40 as compared to Rs. 17302.00 lacs during the Financial year 2016-17.

The Company is operating in only one segment i.e. S. S. Products. The company mainly manufactures SS Angles, SS Flats & SS Rounds and the % wise breakup of the products of the total turnover of the company is as under:-

S.S. ANGLE BARS	32%
S.S. FLAT BARS	36 %
S.S. ROUND BARS	18%

3. DIVIDEND & RESERVES

Due to inadequate profit your directors are not in a position to recommend any dividend for the financial year ended 31^st March, 2018. No amount has been transferred to General Reserve.

4. INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (“Ind AS”) from 1st April, 2017 with a transition date of 1st April, 2016. The Financial Results for the year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2017-18 presented have been prepared in accordance with Ind AS.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, the Management Discussion and Analysis Report is given separately in “ANNEXURE F”, forming part of the Annual report.

6. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding at the end of financial year 2017-18.

7. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES & CONSOLIDATED FINANCIAL STATEMENT

None of the Company has become or ceased to become the subsidiary, joint venture or associate of the Company during the Financial Year 2017-18.

The Company has prepared Consolidated Financial Statement of the Company and while preparing the Consolidated Financial Statements, the Company has consolidated the accounts of our subsidiary and associate Company viz. Thai Indo Steel Co. Ltd. and M/s. Goldman Hotels and Resorts Private Limited as per the requirements of Accounting Standards issued by the Institute of Chartered Accountants of India. The details of financial performance of Subsidiary Company is furnished in Annexure C and attached to this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements of the Company and audited accounts of each of its subsidiaries, are available on our website, www.gyscoal.com.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors have laid down proper and adequate system of internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The internal financial controls have been put in place across all key business processes of the Company. The internal controls are designed to facilitate and support the achievement of the Company’s business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance.

The Company has appointed M/s Ravi Thakkar & Co., Chartered Accountants, Ahmedabad as Internal Auditors to carry out the internal audit. The Internal Auditors’ Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

The Company endeavors to constantly upgrade the internal financial controls system and periodic evaluation of the same is undertaken by the Senior Management and the Audit Committee of the Board

9. CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (hereinafter “Listing Regulation”), a Report on Corporate Governance along with Compliance Certificate issued by M/s Chirag Shah & Associates, Company Secretary in Practice, confirming compliance of the conditions of Corporate Governance Report is attached as Annexure - G, which forms part of the Director’s Report.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure - A” and is attached to this report.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

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 Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.gyscoal.com. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

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

The Company has not granted and loans or made any investments, or provided any guarantee or security to the parties coved under section 185 and 186.

The details of Loans, Guarantee and Investments are given in the Notes No. 37 to the Financial Statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at www.gyscoal.com.

Your Directors draw attention of the members to Note 35.2 & 35.3 to the financial statement which sets out related party disclosures.

15. AUDITORS

a) Statutory Auditor

The Statutory Auditors, M/s. Saurabh R Shah & Co., Chartered Accountants (ICAI Registration No. 112647W), Ahmedabad, were appointed at the 17^th AGM to hold office from the conclusion of 17th AGM till the conclusion of the 22^nd AGM.

b) 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, the Company has appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial year 2017-18. The report given by the Secretarial Auditor is annexed as Annexure E and forms integral part of this Report.

c) Internal Auditor

The Company has appointed M/s Ravi Thakkar & Co., Chartered Accountants, Ahemdabad as Internal Auditors to carry out the internal audit of the Company for the Financial year 2017-18. The Internal Auditors’ Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

d) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors has, on recommendation of the Audit Committee, appointed M/s. V.H. Shah & Co., Cost Accountant (ICWAI Registration No. 100257), Ahmedabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for “Steel Plant” for the financial year 2017-18 at a remuneration of Rs. 50,000/- (Rupees Fifty Thousands only) plus out of pocket expenses, if any. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, the resolution seeking Members’ ratification is included in the Notice convening the 19^th Annual General Meeting.

16. STATUTORY AUDIT REPORT

The observation made in the Auditor’s Report are self explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The explanation on adverse remarks / qualification(s) in the Auditor’s Report-

Point No. (vii) (a) to the Standalone Financial Statements: According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities during the period. However, in some cases such statutory dues are paid after its due dates along with interest during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of sales tax, customs duty, excise duty, cess and other material statutory dues applicable to it, were in arrears, as at 31^st March, 2018 for a period of more than six months from the date they became payable

Point No. (vii) (b) to the Standalone Financial Statements: According to the information and explanations given to us, the disputed statutory dues aggregating Rs.999065290/- that have not been deposited on account of disputed matter pending before appropriate authorities

Point No. (viii) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has defaulted in repayment of dues aggregating of Rs. 858491436/- to financial institutions, banks or debenture holders during the year and all those Accounts classified by bank as NPA, interest on the same is not charged by the bank in the said accounts. So, the company has made provision of interest payable on such accounts at the interest rates sanctioned by the banks and shown under the Other Current Liabilities in Balance Sheet.

Explanation to Point No. (vii) (a), Point No. (vii) (b) and Point No. (viii)to the Standalone Financial Statements:

For Point No. (vii) (a) The audit qualifications pointed out by the auditor are just the disclosure of fact that the company has not deposited its disputed statutory dues with appropriate authority and has made default in repayment of Bank loan. This is not impacting financial position of the Company.

For Point No. (vii) (b) The stay order has been received against the amount disputed and not deposited & management is in the process of taking necessary steps to resolve pending statutory dues as mentioned in the Auditor’s Report and taking measures to pay them within due course.

For Point No. (viii) in respect of default in repayment of Bank loans the company is in process of taking necessary steps to regularize those account.

17. SECRETARIAL AUDIT REPORT

The Board has appointed M/s Chirag Shah & Associates, Practicing Company Secretaries (ICSI Membership No. 5545 & CPN 3498), to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as “Annexure E” to this Report.

18. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to Section 178(3) of the Companies Act, 2013.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel 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.

Your Company has adopted a defined policy and procedure for Appointment of Independent Directors which has been put on Company websitewww.gyscoal.com.

19. EXTRACTS OF ANNUAL RETURN

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

20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 4(Four) Board Meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 (“the Act”), the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) they 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 at the end of the Financial Year and of the profit of your Company for that period;

c) they 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 your Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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.

22. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of the employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is appended as “Annexure - D” to this report. No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 during FY 2017-18.

23. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company strongly believes in providing a safe and harassment free workplace to all its employees. The Company continuously endeavours to create and provide an environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment and/or any such orientation in implicit or explicit form. For this purpose, the Company has in place ‘Policy of Protection of Women against Sexual Harassment at Work Place’ and also formed Complaint Redressal Committees at various administrative units/ Offices.

During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

Mr. Zankarsinh Kishorsinh Solanki (DIN 00014226) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment.

A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 19th Annual General Meeting of the Company.

Key Managerial Personnel

Ms. Priti Kakkar has resigned from the post of Company Secretary and Compliance officer from the Company with effect from 13th April, 2018. In her place, Ms. Bhavika Sharma has been appointed as Company Secretary and Compliance Officer of the Company with effect from 28th May, 2018 Further, Ms. Bhavika Sharma was also appointed and designated as Key Managerial Personnel of the Company as per the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder.

The Independent Directors of the Company have given a declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 (“the Act”) and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

The terms of appointment of Independent Directors may be accessed on the Company’s website at the link: www.gyscoal.com

25. REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material order passed by the Regulators or Courts or Tribunals which would impact the going concern status and the company’s future operations.

26. ANNUAL EVALUATION OF BOARD’S PERFORMANCE

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 has carried out the annual performance evaluation of its own performance, Directors individually as well as evaluation of its Committees. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.

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.

27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

a) Shri Sunil Talati - Chairman

b) Shri Surendra Patel - Member

c) Shri Viral Shah - Member

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

28. EMPLOYEES STOCK OPTION PLANS /SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the year under review

29. ACKNOWLEDGEMENT

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

For and on behalf of Board Of Directors

Viral M. Shah

Date : 13/08/2018 (Managing Director)

Place : Ahmedabad DIN - 00014182

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Mar 31, 2016

To

The Members Gyscoal Alloys Limited

Dear Shareholders,

The Directors have pleasure in presenting the Seventeenth Annual Report and the Audited Statement of Accounts for the financial year ended 31^st March, 2016.

1. FINANCIAL HIGHLIGHTS:

The financial highlights of the company for the year under review are summarized as under

Rs, In lacs

	CONSOLIDATED	STANDALONE
PARTICULARS	Current Year ended on 31/03/2016	Current Year ended on 31/03/2016	Previous Year ended on 31/03/2015
Revenue from Operations	15932.67	15932.67	17636.45
Other Income	457.69	457.69	154.56
Total Revenue	16390.36	16390.36	17791.01
Total Expenditure	17915.73	17908.73	17691.20
Profit before Tax	(1525.37)	(1518.37)	99.81
Prior Period Tax	(106.9)	(106.9)	-
Current Tax	-	-	20.79
Deferred Tax	(86.30)	(86.30)	58.72
Share of (Profit) / Loss attributable to Minority	0.10	-	-
Profit for the Year	(1332.06)	(1325.16)	20.30
Profit available for appropriation	(1332.06)	(1325.16)	20.30
Balance Brought forward	2417.83	2428.32	2415.43
Surplus	(1332.06)	(1325.16)	20.30
Appropriation -
General Reserve	7.44	7.44	7.44
Dividend	-	-	-
Adjustment relating to Fixed Assets	0	0	7.41
Balance Carried Forward	1085.77	1103.16	2428.32

2. DIVIDEND & RESERVES:

Due to inadequate profit your directors are not in a position to recommend any dividend for the financial year ended 31^st March, 2016. NIL amount has been transferred to General Reserve.

3. UTILIZATION OF PROCEEDS OF IPO:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 18^th October, 2010 against actual utilization as on 31^st March, 2016 is as follows:

Particulars		(Amount in lacs)
Utilization of funds up to 31st March, 2016
Amount Received from IPO		5467.00
Promoter Contribution		1000.00
Income from Investment of IPO Proceeds		191.21
		6658.21
	Projected	Actual
Land Cost*	765.38	204.95
Civil Cost	600.00	645.43
Plant & Machinery *	4405.11	4092.90
Long Term Working Capital	500.00	1194.24
General Corporate Purpose	25.00	10.00
IPO Expenses	482.36	510.69
	6777.85	6658.21
Total		6658.21

* It includes advances given to various parties for Land and Plant & Machinery for New Project.

Plant & Machineries for Phase -I of new IPO project has been installed and Phase-II of the same is still under process.

4. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT :

Pursuant to the provision of Section 125(2) of the Companies Act, 2013, dividends, matured fixed deposits, redeemed debentures, Share Application money due for refund and interest thereon, which remained unclaimed up to 23^rd October, 2017 will be deposited to Investors'' Education and Protection Fund (IEPF) of the Central Government.

Amount of Rs,25560/- is lying as the Amount of Application money received and due for refund in respect of the IPO of the company in F.Y. 2010-2011. The last date on which the amount will be transferred to IEPF account will be 23rd October, 2017 Therefore, the shareholders are advised to claim such amounts immediately.

5. BUSINESS PERFORMANCE & PROSPECTS:

Information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is set out as Annexure F to the Directors'' Report.

6. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposit from public within the meaning of Section 73 of the Companies Act, 2013 and rules made there under.

7. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:

In accordance with Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on consolidated financial statement read with As-23 on Account for investment in associates and AS-27 on financial reporting of interest in Joint ventures. The audited consolidated financial is provided in the Annual Report.

The Company has prepared Consolidated Financial Statements of the Company and while preparing the consolidated financial statements, Company has consolidated the accounts of one subsidiary namely Thai Indo Steel Co. Ltd. as per the requirements of Accounting Standards issued by the Institute of Chartered Accountants of India.

The details of financial performance of Subsidiary Company is furnished in Annexure C and attached to this report.

8. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR

The Company is operating in only one segment i.e. Metal Industry. The company mainly manufactures SS Angles, SS Flats & SS Rounds and the % wise breakup of the products of the total turnover of the company is as under:-

5.5. ANGLE BARS 40 %

5.5. FLAT BARS 14 %

5.5. ROUND BARS 11%

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has a comprehensive system of internal controls to safeguard the Company''s assets against loss from unauthorized use and ensure proper authorization of financial transactions. The Company has an exhaustive budgetary control system to monitor all expenditures against approved budgets on an ongoing basis. The Company maintains a system of internal controls designed to provide assurance regarding the effectiveness and efficiency of operations, the reliability of financial controls and compliance with applicable laws and regulations as applicable in the various jurisdictions in which the Company operates.

10. CORPORATE GOVERNANCE CERTIFICATE

In terms of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (hereinafter "Listing Regulation"), a Report on Corporate Governance along with Compliance Certificate issued by Secretarial Auditor''s of the Company is annexed to the Annual Report.

Additionally, this contains compliance report signed by the CEO of the Company in connection with compliance with the Code of Conduct, and also CEO/CFO Certification as required by SEBI (Listing Obligations and Disclosure Requirements) 2015.

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

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

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.gyscoal.com . The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

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

The details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.gyscoal.com/wp-content/uploads/ 2014/03/related_party_transaction_policy.pdf

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

16. AUDITORS & AUDITORS REPORT

M/s. B K Patel & Co., Chartered Accountants (ICAI Registration No. 112647W), Ahmadabad were appointed as Statutory Auditors for a period of 1 (one) year in the Annual General Meeting held in last year. Due to unwillingness to act as a Statutory Auditor of the Company, the Company has received the resignation letter dated 12.08.2016 from M/s B. K. Patel & Co., Chartered Accountants. The Board of Directors has, at its meeting held on 12th August, 2016, recommended the appointment of M/s. Saurabh R Shah & Co., Chartered Accountants, (ICAI Registration No. 127176W), Ahmadabad, as Statutory Auditor of your Company in place of M/s. B. K. Patel & Co., to hold office from the conclusion of this AGM until the conclusion of the 22^nd AGM of your Company, subject to ratification by the Members at every AGM held after this AGM.

Resolutions seeking your approval on these items are included in the Notice convening the AGM.

The observation made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The explanation on adverse remarks / qualification(s) in the Auditor''s Report -

Point No. (v''i) (a) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory applicable to it with the appropriate authorities during the period. However, in some cases such statutory dues are paid after its due dates along with interest during the year.

Point No. (vii) (b) to the Standalone Financial Statements: According to the information and explanations given to us, the disputed statutory dues aggregating Rs, 410734597/- that have not been deposited on account of disputed matter pending before appropriate authorities

Point No. (viii) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has defaulted in repayment of dues aggregating of Rs, 414000562/- to financial institutions, banks or debenture holders during the year.

Explanation to Point No. (vii) (a), Point No. (vii) (b) and Point No. (viii) to the Standalone Financial Statements:

For Point No. (vii) (a) the audit qualifications pointed out by the auditor are just the disclosure of fact that the company has not deposited its disputed statutory dues with appropriate authority and has made default in repayment of Bank loan. This is not impacting financial position of the Company.

For Point No. (vii) (b) the stay order has been received against the amount disputed and not deposited & management is in the process of taking necessary steps to resolve pending statutory dues as mentioned in the Auditor''s report and taking measures to pay them within due course.

For Point No. (viii) in respect of default in repayment of Bank loans the company is in process of taking necessary steps to regularize those account.

The Management is in the process of taking necessary steps to resolve pending statutory dues & repayment of Bank Loans as mentioned in the Auditor''s Report.

17. SECRETARIAL AUDIT REPORT

The Board has appointed M/s Chirag Shah & Associates, Practicing Company Secretaries (ICSI Membership No. 5545 & CPN 3498), to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as "Annexure E" to this Report.

The Explanation on comments / observation(s) in the Secretarial Audit Report - Point No. 1. As per Regulation 9(1) & (2) of SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 company has to adopt Minimum Standards for Code of Conduct to Regulate, Monitor and Report Trading by Insiders as set out in schedule B of the same regulation and according to point 5 of Schedule B company has to close the trading window for 48 hours after the outcome of board meeting are declared but for the board meeting dated 30th May, 2015, 13th August, 2015 and 4th November, 2015 trading window was closed for only 24 hours.

Explanation 1. The Company has closed its trading window from the 4^th Board Meeting of the Company held on 3^rd February, 2016 for 48 hours after the outcome of the Board Meeting are declared in complying with the "Listing Regulation" of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and other applicable regulations of SEBI (Prohibition of Insider Trading) Regulations, 2015.

18. COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors had, on recommendation of the Audit Committee, appointed Shri V.H. Shah, Practicing Cost Accountant (ICWAI Registration No. 100257), Ahmadabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for "Steel Plant" for the financial year 2016-17. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, the resolution seeking Members'' ratification is included in the Notice convening the Annual General Meeting.

19. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to Section 178(3) of the Companies Act, 2013.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel 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.

Your Company has adopted a defined policy and procedure for Appointment of Independent Directors which has been put on Company website www.gyscoal.com.

20. ANNUAL RETURN

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

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 4 (Four) Board Meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

22. DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

23. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is appended as "Annexure - D" to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 during FY 2015-16.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per Section 152 of the Companies Act, 2013 Mr. Zankarsinh Solanki, Whole-Time Director retire at this Annual General Meeting and being eligible offer himself for re-election. The Board of Directors recommended his reappointment at the forthcoming Annual General Meeting.

Miss Priti Kakkar has joined as Company Secretary & Compliance Officer w.e.f. 30^th May, 2016 in place of Ms. Shrima Dave whose resignation was accepted by the Company on the 19^th day of May, 2016.

Mr. Zankarsinh Solanki (DIN - 00014226) who was re-appointed as Whole Time Director of the Company w.e.f. 01/04/2016.

25. REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material order passed by the Regulators or Courts or Tribunals which would impact the going concern status and the company''s future operations.

26. DECLARATION OF INDEPENDENT DIRECTORS

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

27. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evolution process covering various aspects of the Boards functioning such as composition of the Board & committees experience & competencies, performance of specific duties & obligation, contribution at the meetings and otherwise, independent judgment, governance issues etc.

28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

a) Shri Sunil Talati - Chairman

b) Shri Surendra Patel - Member

c) Shri Viral Shah - Member

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

29. GENERAL

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

30. ACKNOWLEDGEMENTS

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

For and on behalf of

Board Of Directors Viral Shah

Place : Ahmadabad (Chairman & Managing Director)

Date : 12/08/2016 D IN - 00014182

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

The financial highlights of the company for the year under review are summarized as under Rs. In lacs



CONSOLIDATED

PARTICULARS Current Year ended

on 31/03/2015 on

Revenue from Operations 17636.45

Other Income 178.52

Total Revenue 17814.97

Total Expenditure 17736.40

Profit before tax 78.57

Prior Period Tax -

Current Tax (20.79)

Deferred Tax (58.73)

Share of (Profit) / Loss attributable to Minority 10.76

Profit for the Year 9.81

Profit available for appropriation 9.81

Balance Brought forward 2415.43

Surplus 9.81

Appropriation

General Reserve -

Dividend -

Adjustment relating to Fixed Assets (7.41)

Balance Carried Forward 2417.83



Rs. In lacs

STANDALONE

PARTICULARS Current Year Previous Year ended ended 31/03/2015 on 31/03/2014

Revenue from Operations 17636.45 27707.15

Other Income 154.56 445.72

Total Revenue 17791.01 28152.87

Total Expenditure 17691.20 28065.80

Profit before tax 99.81 87.03

Prior Period Tax - (1.76)

Current Tax (20.79) (43.93)

Deferred Tax (58.72) 13.73

Share of (Profit) / Loss attributable to Minority

Profit for the Year 20.30 55.07

Profit available for appropriation 20.30 55.07

Balance Brought forward 2415.43 2360.36

Surplus 20.30 55.07

Appropriation

General Reserve - -

Dividend - -

Adjustment relating to Fixed Assets (7.41) -

Balance Carried Forward 2428.32 2415.43

2. DIVIDEND & RESERVES:

Due to inadequate profit your directors are not in a position to recommend any dividend for the financial year ended 31st March, 2015. NIL amount has been transferred to General Reserve.

3. UTILIZATION OF PROCEEDS OF IPO:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 18th October, 2010 against actual utilization as on 31st March, 2015 is as follows:

Particulars (Amount in lacs)

Utilisation of funds upto 31st March, 2015

Amount Received from IPO 5467.00

Promotor Contribution 1000.00

Income from Investment of IPO Proceeds 191.21

6658.21

Projected Actual

Land Cost 765.38 633.70

Civil Cost 600.00 573.66

Plant & Machinery * 4405.11 4291.90

Long Term Working Capital 500.00 609.22

General Corporate Purpose 25.00 10.00

IPO Expenses 482.36 510.69

6777.85 6629.17

Fixed Deposits with Bank * 29.04

Total 6658.21

* It includes advances given to various parties for Plant & Machinery for New Project.

* As on 31st March, 2015 unutillised funds have been temporarily invested in interest bearing liquid instruments including deposits with banks.

Plant & Machineries for Phase -I of new IPO project has been installed and Phase-II of the same is still under process.

4. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT :

Pursuant to the provision of Section 125(2) of the Companies Act, 2013, dividends, matured fixed deposits, redeemed debentures, Share Application money due for refund and interest thereon, which remained unclaimed up to 23rd October, 2017 will be deposited to Investors' Education and Protection Fund (IEPF) of the Central Government.

Amount of Rs. 25560/- is lying as the Amount of Application money received and due for refund in respect of the IPO of the company in F.Y. 2010-2011. The last date on which the amount will be transferred to IEPF account will be 23rd October, 2017 Therefore, the shareholders are advised to claim such amounts immediately.

5. BUSINESS PERFORMANCE & PROSPECTS:

Information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is setout as Annexure E to the directors' Report.

6. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposit from public within the meaning of Section 73 of the Companies Act, 2013 and rules made thereunder.

7. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:

In accordance with Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on consolidated financial statement read with As-23 on Account for investment in associates and AS-27 on financial reporting of interest in Joint ventures. The audited consolidated financial is provided in the Annual Report.

The Company has prepared Consolidated Financial Statements of the Company and while preparing the consolidated financial statements, Company has consolidated the accounts of one subsidiary namely Thai Indo Steel Co. Ltd. as per the requirements of Accounting Standards issued by the Institute of Chartered Accountants of India.

The details of financial performance of Subsidiary Company is furnished in Annexure C and attached to this report.

8. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The company is operating in only one segment i.e. Metal Industry. The company mainly manufactures SS Angles, SS Flats & SS Rounds and the % wise breakup of the products of the total turnover of the company is as under:-

5.5. ANGLE BARS 18 %

5.5. FLAT BARS 15 %

5.5. ROUND BARS 28 %

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has a comprehensive system of internal controls to safeguard the Company's assets against loss from unauthorized use and ensure proper authorization of financial transactions. The Company has an exhaustive budgetary control system to monitor all expenditures against approved budgets on an ongoing basis. The Company maintains a system of internal controls designed to provide assurance regarding the effectiveness and efficiency of operations, the reliability of financial controls and compliance with applicable laws and regulations as applicable in the various jurisdictions in which the Company operates.

10. CORPORATE GOVERNANCE CERTIFICATE

In terms of clause 49 of listing agreement with the Stock Exchange, a certificate from Secretarial Auditor of the Company on compliance of conditions of Corporate Governance is annexed to the Annual Report. A report on Corporate Governance as provided in clause 49 of the Listing Agreement is included in the Annual Report.

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

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

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has framed Risk Management Policy. The details of the policy are as updated on website of the company www.gyscoal.com . The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

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

The details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.gyscoal.com/wp-content/uploads/ 2014/03/related_party_transaction_policy.pdf

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

16. AUDITORS & AUDITORS REPORT

M/s. B K Patel & Co., Chartered Accountants (ICAI Registration No. 112647W), Ahmedabad were appointed as Statutory Auditors for a period of 1 (one) year in the Annual General Meeting held in last year. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The notes to the accounts referred to in the Auditors Report are self- explanatory and does not contain any qualification, reservation or adverse mark and therefore do not call for any further comments.

The explanation on adverse remarks / qualification(s) in the Auditor's Report -

Point No. (vii) (a) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory applicable to it with the appropriate authorities during the period. However, in some cases such statutory dues are paid after its due dates along with interest during the year.

Point No. (vii) (b) to the Standalone Financial Statements: According to the information and explanations given to us, the disputed statutory dues aggregating Rs. 416000397/- that have not been deposited on account of disputed matter pending before appropriate authorities

Explanation to Point No. (vii) (a) and Point No. (vii) (b) to the Standalone Financial Statements:

The Management is in the process of taking necessary steps to resolve pending statutory dues as mentioned in the Auditor's Report Point No. (vii) (b) and taking measures to pay them within due course as mentioned in Point No. (vii) (a).

17. SECRETARIAL AUDIT REPORT:

The Board has appointed M/s A G Shah & Associates, Practicing Company Secretaries (ICSI Membership No. 29017 & CPN 10642), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure D" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse mark.

The explanation on comments / observation(s) in the Secretarial Audit Report -

Point 1. Company did not Filed MGT 14 for appointment of Secretarial Auditor, M/s. AG Shah & Associates who were appointed under the Board Meeting held on 03.02.2015

Explanation 1:

The Company has appointed M/S. A G Shah & Associates as Secretarial Auditor of the Company to conduct audit for the year 2014 - 2015 in Board Meeting held on 3rd February, 2015. The Company is in process to file e Form MGT - 14 for the appointment of Secretarial Auditor in line with the requirement of Act.

18. COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors had, on recommendation of the Audit Committee, appointed Shri V.H. Shah, Practicing Cost Accountant (ICWAI Registration No. 100257), Ahmedabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for "Steel Plant" for the financial year 2015-16. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, the resolution seeking Members' ratification is included in the Notice convening the Annual General Meeting.

19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to Section 178(3) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel 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.

Your company has adopted a defined policy and procedure for Appointment of Independent Directors which has been put on Company website www.gyscoal.com.

20. ANNUAL RETURN

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

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 7 (Seven) Board meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

22. DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

23. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per Section 152 of the Companies Act, 2013 Mr. Viral M Shah, Managing Director retire at this Annual General Meeting and being eligible offer himself for re election. The Board of Directors recommended his re- appointment at the forthcoming Annual General Meeting.

Mr. Dileep Panchal has joined as Company Secretary & Compliance Officer w.e.f.30th July,2014 in place of Ms. Neha Choksi who has resigned on the same date and resigned from the post w.e.f. 16/03/2015.

Mr. Manish M Shah (DIN - 00014195) who was appointed as Whole Time Director as well as CFO - Chief Financial Officer of the Company ceased as a Director as well as CFO - Chief Financial Officer w.e.f. 21/08/2014 due to death. The Board expresses their deep condolence at the untimely and sad demise of Mr. Manish M Shah.

Mrs. Giraben Solanki(DIN - 00014248) who was appointed as Additional Director on 26/03/2014 resigned as a director w.e.f. 15/05/2015 due to her pre occupation. The Board expresses its appreciation for the services rendered by her during her tenure with the Company.

Mrs. Bharti Dhanak (DIN - 03268121) who was appointed as Additional Director on 15/10/2014 and holds the said office till the date of the Annual General Meeting. A notice has been received from a member proposing her candidature for her reappointment.

Pursuant to the provisions of Section 203, Mr. Kalpesh Patel has been appointed as Chief Financial Officer of the company w.e.f. 03/02/2015.

Mrs. Nidhi Bhatt served the company as Company Secretary & Compliance Officer as well as KMP from 1st April, 2015 to 31st July, 2015.

Ms. Shrima Dave appointed as Company Secretary & Compliance Officer as well as KMP of the Company w.e.f. 1st August, 2015.

25. DECLARATION OF INDEPENDENT DIRECTORS

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

26. FORMAL ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance and the Directors individually. A process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

A familiarization programme was conducted for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the said was updated on website of the Company http:/ /www.gyscoal.com/wp-content/uploads/2014/13/Familiarisation_Programme_ for_the_year_14_15.pdf.

27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The Audit Committee consists of the following members:

a) Shri. Sunial Talati - Chairman

b) Shri. Surendra Patel - Member

c) Shri Viral Shah - Member

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

28. GENERAL

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

29. ACKNOWLEDGEMENTS

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

For and on behalf of Board Of Directors Date : 13/08/2015 Viral Shah Place : Ahmedabad (Chairman & Managing Director) DIN - 00014182

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fifteenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS :

The financial highlights of the company for the year under review are summarized as under

Rs. In lacs

PARTICULARS CONSOLIDATED STANDALONE CURRENT YEAR CURRENT YEAR PREVIOUS YEAR

Income from Operations 27707.15 27707.15 28729.96

Other Income 445.73 445.73 163.72

Total Income 28152.87 28152.87 28893.68

Operating & 26993.65 26993.65 27598.54 Administrative Expenses

Operating Profit 1159.22 1159.22 1295.15 before Interest and Tax

Financial Charges 1072.19 1072.19 1039.60

Profit Before Tax 87.03 87.03 255.55

Exceptional Item 0.00 0.00 0.00

Profit after exceptional 87.03 87.03 255.55 item

Provision for tax 31.96 31.96 97.86 (including deferred tax)

Profit / (Loss) After tax 55.07 55.07 157.69

2. DIVIDEND :

With a view to conserve the liquid resources and to strengthen the financial position of the Company, Your Directors have not recommended any dividend for the financial year ended 31st March, 2014

3. UTILIZATION OF PROCEEDS OF IPO :

The statement of projected utilization of the IPO proceeds as per Prospectus dated 18th October, 2010 against actual utilization as on 31st March, 2014 is as follows:

Particulars (Amount in lacs)

Utilisation of funds upto 31st March, 2014

Amount Received from IPO 5467.00

Promotor Contribution 1000.00

Income from Investment of IPO Proceeds 191.21

6658.21

Projected Actual

Land Cost 765.38 603.80

Civil Cost 600.00 0.53

Plant & Machinery * 4405.11 4365.81

Long Term Working Capital 500.00 1138.34

General Corporate Purpose 25.00 10.00

IPO Expenses 482.36 510.69 6777.85 6629.17

Fixed Deposits with Bank # 29.04

Total 6658.21

4. PUBLIC DEPOSITS :

The Company has not accepted any fixed deposit from public within the meaning of Section 58A of the Companies Act, 1956.

5. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Your Company has been practicing good Corporate Governance over the time. In addition to basic governance issue the board lays strong emphasis on transparency, accountability and integrity for building investor confidence, improve investor''s protection and maximize long-term shareholder value. A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement. In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

6. DIRECTORS :

* Resignation of Director

Mr. Prem Malik has resigned from the directorship of the company w.e.f 18th April, 2014 due to his directorship exceeding the requisite limits under new companies act, 2013. The board records its appreciation for the contribution rendered by Mr. Prem Malik during his tenure.

* Retirement by rotation

As per provisions section 152 of Companies Act, 2013, Mr. Zankarsinh Solanki is liable to retire by rotation and being eligible offer himself for re-appointment

* Independent Director

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Sunil Talati, Mr. Kuren Amin & Mr. Surendra Patel as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. These Directors are proposed to be appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the ensuing AGM of the Company

The Board recommends appointment/re-appointment of aforesaid Directors.

A brief resume of directors being appointed/re-appointment with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

7. DIRECTORS RESPONSIBILITY STATEMENT :

The Directors confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevailing the detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

8. ADDITIONAL INFORMATION TO SHAREHOLDERS :

Your company provides all the latest information on the matters of interest to the investors in the investors section on the website. www.gyscoal.com.

9. INSURANCE :

All the fixed assets of the company are adequately insured.

10. AUDITORS & AUDITORS REPORT :

Your Company''s Auditors M/s. B.K. Patel, Chartered Accountants, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors for the year 2014-2015, if appointed and further confirmed their eligibility under provisions of Companies Act, 2013.

You are requested to appoint them and fix their remuneration.

The notes to the accounts referred to in the Auditors Report are self - explanatory and therefore do not call for any further comments. The Management is in the process of taking necessary steps for payment of pending statutory dues as mentioned in the Auditor''s Report point. (ix) And taking measures to pay them before due dates.

11. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT :

Amount of Rs.25560/- is lying as the Amount of Application money received and due for refund in respect of the IPO of the company in F.Y 2010-2011. The last date on which the amount will be transferred to IEPF account will be 23rd October, 2017.

Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits pertaining to the Company, remaining unpaid or unclaimed for period of seven years from the date they became due for payment, will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claims. The Company has filed necessary details with the office of Registrar of Companies, Ahmedabad, Gujarat Pursuant to rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012.

12. APPOINTMENT OF COST AUDITOR:

Shri V. H. SHAH, Cost Accountant, having been appointed by the Central Government has conducted the audit of the cost accounting records maintained by the Company for "Steel Plant" for the for the financial year 2012-13 and submitted their report to the Central Government on 27th September, 2013. The Central Government has also approved the appointment of Shri V. H. SHAH., Practicing Cost Accountant, Ahmedabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for "Steel Plant" for the financial year 2013-14

13. PARTICULARS OF EMPLOYESS :

The information regarding Particulars of Employees as required under Provision Of section 217(2A) of Companies Act 1956 read with Companies (Particulars Of Employee Rules)1975 as amended are not attached with this report since there are none of the employee who are in receipt of remuneration exceeding the limits specified in the section.

14. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT :

In accordance with the General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Accounts and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is attached along with the consolidated financial statement in compliance with the said circular. The Company will provide the annual accounts of its subsidiary companies and the related detailed information on the specific request made by any Shareholders and the said annual accounts are open for the inspection at the registered office of the Company during office hours on all working days, except Sundays and holidays, between 2.00 p.m. and 4.00 p.m.

As required under Clause 32 of Listing Agreement with the stock exchange(s) and in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and while preparing the consolidated financial statements, Company has consolidated the accounts of one subsidiary namely Thai Indo Steel Co. Ltd.(51% holding) as per the requirements of Accounting Standard 27 (AS-27) and Accounting Standard 23 (AS-23) respectively.

15. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report.

16. INDUSTRIAL RELATIONS :

Industrial relations in your company during the year was peaceful, cordial and healthy. Your company had been able to maintain peaceful industrial atmosphere and mutual trust between the management and the employees.

17. ACKNOWLEDGEMNT :

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the all the shareholders, customers and suppliers, various financial Institutions, Banks, Central and State Government bodies, Auditors and Legal Advisors which have made possible the excellent results achieved by your company and to all the persons who reposed faith and trust in us. We would also like to express thanks to our shareholders and stakeholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation of the sincere services rendered by the employees and our colleagues at all levels, who have put in their best efforts. We look forward to their continued support in future.

Date : 21/05/2014 For and on behalf of Board Of Directors Place : Ahmedabad Viral Shah (Chairman & Managing Director)

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Fourteenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

The financial highlights of the company for the year under review are summarized as under

Rs.In lacs PARTICULARS CURRENT YEAR PREVIOUS YEAR

Income from Operations 28729.96 21624.98

Other Income 163.72 44.70

Total Income 28893.68 21669.69

Operating & Administrative Expenses 27598.5 20417.85

Operating Profit before Interest and Tax 1295.15 1251.84

Financial Charges 1039.60 850.26

Profit Before Tax 255.55 401.58

Exceptional Item 0.00 0.00

Profit after exceptional item 255.55 401.58

Provision for tax (including deferred tax) 97.86 148.63

Profit / (Loss) After tax 157.69 252.95

2. DIVIDEND

With a view to conserve the liquid resources and to strengthen the financial position of the Company, Your Directors have not recommended any dividend for the financial year ended 31st March, 2013

3. UTILIZATION OF PROCEEDS OF IPO:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 18th October, 2010 against actual utilization as on 31st March, 2013 is as follows:

Particulars (Amount in lacs)

Utilisation of funds upto 31st March, 2013

Amount Received from IPO 5467.00

Promotor Contribution 1000.00

Income from Investment of IPO Proceeds 195.01

6662.01

Projected Actual

Land Cost 765.38 603.8

Civil Cost 600.00 0.53

Plant & Machinery * 4405.11 4292.71

Long Term Working Capital 500.00 513.76

General Corporate Purpose 25.00 10.00

IPO Expense 482.36 510.69

6777.85 5931.49

Fixed Deposits with Bank # 25.52

Investment in Mutual Funds # 705.00

Total 6662.01

4. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposit from public within the meaning of Section 58A of the Companies Act, 1956.

5. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your Company has been practicing good Corporate Governance over the time. In addition to basic governance issue the board lays strong emphasis on transparency, accountability and integrity for building investor confidence, improve investor''s protection and maximize long-term shareholder value. A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement. In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

6. DIRECTORS:

- Appointment of Director

During the year Mr. Surendra Patel was appointed as additional director on the Board of the Company w.e.f 29th September, 2012. Pursuant to Section 260 of Companies Act, 1956 and Articles of Association of the Company, Mr. Surendra Patel shall hold office upto the date of ensuing Annual General Meeting and being eligible offer himself for re-appointment as Director. The Company has received a notice in writing from a member of the Company signifying his candidature for the office of the Board of Directors of the Company.

- Retirement by rotation.

As per Section 256 of the Companies Act, 1956 and Article of Association of the Company, Mrs. Giraben Solanki and Mr. Sunil Talati are liable to retire by rotation and being eligible offer themselves for re-appointment

- The Board recommends appointment/re-appointment of aforesaid Directors.

- A brief resume of directors being appointed/re-appointment with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

- Resignation

Mr. Vijay Ranchan Independent Director of the Company has resigned from the directorship on 25th August, 2012 due to preoccupancy.

7. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevailing the detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

8. ADDITIONAL INFORMATION TO SHAREHOLDERS

Your company provides all the latest information on the matters of interest to the investors in the investors section on the website www.gyscoal.com.

9. INSURANCE

All the fixed assets of the company are adequately insured.

10. AUDITORS & AUDITORS REPORT:

Your Company''s Auditors M/s. B.K. Patel, Chartered Accountants, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors for the year 2013-2014, if appointed and further confirmed their eligibility u/s 224(1B) of the Companies Act, 1956 for the same.

You are requested to appoint them and fix their remuneration.

The notes to the accounts referred to in the Auditors Report are self - explanatory and therefore do not call for any further comments. Moreover the Management is in the process of taking necessary steps for payment of pending statutory dues as mentioned in the Auditor''s Report point. (ix)

11. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT

Amount of Rs. 25560/- is lying as the Amount of Application money received and due for refund in respect of the IPO of the company in F.Y. 2010-2011. The last date on which the amount will be transferred to IEPF account will be 23rd October, 2017.

Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits pertaining to the Company, remaining unpaid or unclaimed for period of seven years from the date they became due for payment, will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claims. The Company has filed necessary details with the office of Registrar of Companies, Ahmedabad, Gujarat Pursuant to rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012

12. APPOINTMENT OF COST AUDITOR:

Shri V. H. SHAH, Cost Accountant, having been appointed by the Central Government has conducted the audit of the cost accounting records maintained by the Company for "Steel Plant" for the for the financial year 2011-12 and submitted their report to the Central Government on 12th January, 2013. For filing the Cost Audit Report in XBRL format for the financial year 2011-12, the Ministry of Corporate Affairs has extended the time limit for filing the same with Central Government, upto 28th February, 2013.

The Central Government has also approved the appointment of Shri V. H. SHAH., Practicing Cost Accountant, Ahmedabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for "Steel Plant" for the financial year 2012-13

13. PARTICULARS OF EMPLOYESS:

The information regarding Particulars of Employees as required under Provision Of section 217(2A) of Companies Act 1956 read with Companies (Particulars Of Employee Rules)1975 as amended are not attached with this report since there are none of the employee who are in receipt of remuneration exceeding the limits specified in the section.

14. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report

15. INDUSTRIAL RELATIONS:

Industrial relations in your company during the year was peaceful, cordial and healthy. Your company had been able to maintain peaceful industrial atmosphere and mutual trust between the management and the employees.

16. ACKNOWLEDGEMNT:

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the all the shareholders, customers and suppliers, various financial Institutions, Banks, Central and State Government bodies, Auditors and Legal Advisors which have made possible the excellent results achieved by your company and to all the persons who reposed faith and trust in us. We would also like to express thanks to our shareholders and stakeholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation of the sincere services rendered by the employees and our colleagues at all levels, who have put in their best efforts. We look forward to their continued support in future.

For and on behalf of Board Of Directors

Date :30/05/2013 Viral Shah

Place : Ahmedabad (Chairman & Managing Director)

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Mar 31, 2012

To The Members Gyscoal Alloys Limited Ahmedabad.

The Directors have pleasure in presenting the Thirteenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS:

The financial highlights of the company for the year under review are summarized as under Rs. In lacs

PARTICULARS Current Year Previous Year 2011-2012 2010-2011

Income from Operations 21615.26 19284.29

Other Income 54.43 45.37

Total Income 21669.69 19329.66

Operating & Administrative Expenses 20417.85 18161.95

Operating Profit before Interest and Tax 1251.84 1167.71

Financial Charges 850.26 628.19

Profit Before Tax 401.58 539.52

Exceptional Item 0.00 0.00

Profit after exceptional item 401.58 539.52

Provision for tax (including deferred tax) 148.63 111.72

Profit / (Loss) After tax 252.95 427.80

DIVIDEND

With a view to conserve the liquid resources and to strengthen the financial position of the Company, Your Directors have not recommended any dividend for the financial year ended 31st March, 2012

UTILIZATION OF PROCEEDS OF IPO:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 18th October, 2010 against actual utilization as on 31st March, 2012 is as follows:

Particulars (Amount in lacs)

Utilisation of funds upto 31st March, 2012

Amount Received from IPO 5467.00

Promotor Contribution 1000.00

Income from Investment of IPO Proceeds 98.20

6565.20

Projected Actual

Land Cost 765.38 603.68

Civil Cost 600.00 0.53

Plant & Machinery 4405.11 4264.66

Long Term Working Capital 500.00 538.12

General Corporate Purpose 25.00 10.00

IPO Expenses 482.36 510.69

6777.85 5927.68

Fixed Deposits with Bank 25.52

Investment in Mutual Funds 612.00

Total 6565.20

PUBLIC DEPOSITS:

The Company has not accepted any fixed deposit from public within the meaning of Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your Company has been practicing good Corporate Governance over the time. In addition to basic governance issue the board lays strong emphasis on transparency, accountability and integrity for building investor confidence, improve investor's protection and maximize long-term shareholder value. A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement. In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

DIRECTORS:

- Re-Appointment of Managing Director, Whole Time Director & Executive Director

The Board of Directors of the Company has, subject to the approval of the Members, approved the re-appointment of Mr. Viral Shah, as Chairman & Managing Director of the Company, for a period of Five years with effect from 3rd December, 2012 to 2nd December, 2017

The Board of Directors of the Company has, subject to the approval of the Members, approved the re-appointment of Mr. Manish Shah, as Whole Time Director of the Company, for a period of Five years with effect from 30th November, 2012 to 29th November, 2017.

The Board of Directors of the Company has, subject to the approval of the Members, approved the re-appointment of Mrs. Giraben Solanki, as Executive Director of the Company, for a period of Five years with effect from 2nd January, 2013 to 1st January, 2018

- Retirement by rotation.

As per Section 256 of the Companies Act, 1956 and Article of Association of the Company, Mr. Kuren Amin and Mr. Zankarsinh Solanki are liable to retire by rotation and being eligible offer themselves for re-appointment

- The Board recommends appointment/re-appointment of aforesaid Directors.

- A brief resume of directors being appointed/re-appointment with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

- Resignation

Mr. Dharmendra Deo Mishra Independent Director of the Company has resigned from the directorship in the beginning of the year due to preoccupancy.

Mr. Vijay Ranchan, Independent Director of the Company has resigned from the directorship as on date of this report due to preoccupancy.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevailing the detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION TO SHAREHOLDERS

Your company provides all the latest information on the matters of interest to the investors in the investors section on the website www.gyscoal.com.

INSURANCE

All the fixed assets of the company are adequately insured.

AUDITORS & AUDITORS REPORT:

Your Company's Auditors M/s. B.K. Patel, Chartered Accountants, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors for the year 2012- 2013, if appointed and further confirmed their eligibility u/s 224(1B) of the Companies Act, 1956 for the same.

You are requested to appoint them and fix their remuneration.

The notes to the accounts referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

APPOINTMENT OF COST AUDITOR:

Vide Notification No.52/26/CAB/-2010 dated, 3rd May, 2011 ordering cost audit of for "Steel Plant" industry for the year ending 31st March, 2012 and pursuant to section 233 B of The Companies Act, 1956, Shri V. H. SHAH is appointed as Cost Auditor of the company w.e.f. 29th June, 2011 to conduct audit of cost accounting records maintained by the Company for "Steel Plant" for the year ending 31st March, 2012. The due date of filing his report as per sub-rule (1) of rule 4 of The Companies (Cost Audit Report) Rules, 2011 to the Central Government and to the company is within one hundred and eighty days from the close of the company's financial year i.e 30th September, 2012

PARTICULARS OF EMPLOYESS:

The information regarding Particulars of Employees as required under Provision Of section 217(2A) of Companies Act 1956 read with Companies (Particulars Of Employee Rules)19575 as amended are not attached with this report since there are none of the employee who was in receipt of remuneration at a rate of not more than Rs.2.00Lacs Per month

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report

INDUSTRIAL RELATIONS:

Industrial relations in your company during the year was peaceful, cordial and healthy. Your company had been able to maintain peaceful industrial atmosphere and mutual trust between the management and the employees.

ACKNOWLEDGEMNT:

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the all the shareholders, customers and suppliers, various financial Institutions, Banks, Central and State Government bodies, Auditors and Legal Advisors which have made possible the excellent results achieved by your company and to all the persons who reposed faith and trust in us. We would also like to express thanks to our shareholders and stakeholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation of the sincere services rendered by the employees and our colleagues at all levels, who have put in their best efforts. We look forward to their continued support in future.

For and on behalf of Board Of Directors

Date : 27/08/2012 Viral Shah

Place : Ahmedabad (Chairman & Managing Director)