Directors Report of Shyam Metalics and Energy Ltd.

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS

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

(D in Crores)

Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24

Revenue from operations and other income	6617.89	6764.85	15368.13	13354.20
Earnings before Interest, tax, depreciation and amortisation (EBITDA)	921.34	732.65	2096.16	1729.00
Less: Interest (Finance Cost)	49.88	57.93	143.92	133.28
Profit before Depreciation/amortization and taxes (PBDAT)	871.46	674.72	1952.24	1595.72
Less: Depreciation and amortization	211.00	218.68	711.17	656.04
Share in Profit/(Loss) of Associate and Joint Venture	0.00	0.00	0.12	0.12
Exceptional Items	0.00	0.00	0.00	0.00
Profit before tax (PBT)	660.46	456.04	1241.19	939.80
Adjustments for taxation
Current Tax	172.28	112.48	237.43	(100.25)
Deferred Tax	(1.44)	(7.84)	94.50	11.05
Profit after tax (PAT)	489.62	351.40	909.26	1029.00
Other comprehensive income for the year	55.07	67.80	130.88	66.92
Total comprehensive earning for the year	544.69	419.20	1040.14	1095.92

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

FINANCIAL PERFORMANCE

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

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

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

TRANSFER TO RESERVES

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

OPERATIONAL HIGHLIGHTS

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

STANDALONE


	F.Y	'' 2024-25		F.''	Y 2023-24
^Sl. Particulars No.	Effective Installed Capacity (MTPA)	Production (MTPA)	Capacity Utilisation (%)	Effective Installed Capacity (MTPA)	Production (MTPA)	Capacity Utilisation (%)

1. IRON PELLET 2. SPONGE IRON 3. BILLETS 4. LONG PRODUCT 5. FERRO PRODUCT	3000000 2053145 68% 1353000 1250898 92% 862480 840043 97% 920000 739196 80% 112000 90689 81%			3000000 1951880 65% 1254000 1113106 89% 862480 788643 91% 920000 689437 75% 112000 84546 75%

CONSOLIDATED

^Sl" Particulars No.	F.Y Effective Installed Capacity (MTPA)	2024-25 Production (MTPA)	Capacity Utilisation (%)	F.'' Effective Installed Capacity (MTPA)	Y 2023-24 Production (MTPA)	Capacity Utilisation (%)
^Sl" Particulars No.
1. IRON PELLET	6000000	3838755	64%	6000000 3649370 61%
2. SPONGE IRON	2971409	2662213	90%	2898000 2321595 80%
3. BILLETS	2006960	1790277	89%	2006960 1595558 80%
4. LONG PRODUCT	2074000	1628973	78%	2074000 1478751 71%
5. FERRO PRODUCT	219920	283266	128%	219920 244404 111%
6. ALUMINIUM	40000	20988	52%	24000 16307 68%
7. STAINLESS STEEL	220000	189999	86%	150000 90773 61%
8. PIG IRON	385000	208196	54%
9. CR COIL / CR	80000	31488	39%

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

STANDALONE

Sl. No.		F.Y 2024-25		F.Y 2023-24
	Particulars	Quantity	Amount	Quantity	Amount
		(MT)	(J In Crores)	(MT)	(? In Crores)

1.	IRON PELLET	635344	544.61	693216	609.24
2.	SPONGE IRON	496408	1243.34	416986	1106.22
3.	BILLETS	102342	404.09	101108	419.84
4.	LONG PRODUCT	710903	3201.11	661027	3120.41
5.	FERRO PRODUCT	55458.3	680.32	55860	732.25.

CONSOLIDATED

Sl. No.
	Particulars	F.Y 2024-25		F.Y 2023-24
	Particulars	Quantity (MT)	Amount (? In Crores)	Quantity (MT)	Amount (? In Crores)

1.	IRON PELLET	841319	727.31	1032762	922.46
2.	SPONGE IRON	1013407	2568.27	873851	2341.73
3.	BILLETS	174842	693.99	157806	656.90
4.	LONG PRODUCT	1489068	6710.48	1328714	6279.44
5.	FERRO PRODUCT	199760	1915.74	178248	1699.36
6.	ALUMINIUM	20791	715.27	16602	537.65
7.	STAINLESS STEEL	84404	1110.63	51700	584.77
8.	CR COIL	17862	123.01	-	-
9.	CR SHEETS	2397	13.97	-	-
10.	PIG IRON	94785	320.45	-	-
11.	PIPE -RHS/SHS	399	1.84	-	-

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

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

STATE OF COMPANY''S AFFAIRS

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

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

DIVIDEND DISTRIBUTION POLICY

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

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

Dividend_Distribution_Policy.pdf.

DIVIDEND

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

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

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

CAPEX AND LIQUIDITY

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

POWER

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

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

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

1. SMEL Performance ESOP Scheme (ESOP - 2023)

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

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

Grant of Stock Options

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

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

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

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

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

Vesting Schedule

Under ESOP - 2023:

Vesting Date	Vestin^^^
1^st Anniversary	20%
2^nd Anniversary	23%
3^rd Anniversary	23%
4^th Anniversary	34%

Under ESOP II - 2023:

Vesting Date	Vestin^^^
1^st Anniversary	40%
2^nd Anniversary	30%
3^rd Anniversary	30%

Vesting on First Anniversary

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

respective grant dates:

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

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

Exercise of Stock Options

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

Scheme	Shares Transferred	No. of Employees	Amount Realized (J)
ESOP I	1,03,445	35	3,37,46,073
ESOP II	86,400	5	1,90,94,400

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

â¢ Mr. Deepak Agarwal - 27,600 stock options

â¢ Mr. Dev Kumar Tiwari - 20800 stock options

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

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION AND CHANGE IN BUSINESS

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

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

CREDIT RATING

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SHARE CAPITAL

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

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

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
COMPANIES

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

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

1. Shyam Energy Limited

2. Shree Venkateshwara Electrocast Private Limited

3. Ramsarup Industries Limited

4. Shyam Metalics International DMCC

5. S S Natural Resources Private Limited

6. Meadow Housing Private Limited

7. Whispering Developers Private Limited

8. Nirjhar Commodities Private Limited

9. Shree Sikhar Iron & Steel Private Limited

10. SMEL Steel Structural Private Ltd.

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

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

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

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

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

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

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

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

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

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

DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL''S (KMP)

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

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

b) Mr. Sanjay Kumar Agarwal - Joint Managing Director

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

d) Mr. Sheetij Agarwal - Whole-time Director

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

f) Mr. Birendra Kumar Jain - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

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

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

PERFORMANCE EVALUATION

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

â¢ Board of Directors as a whole

â¢ Committees of the Board of Directors

â¢ Individual Directors including the Chairman of the
Board of Directors

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

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

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

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

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

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

INDEPENDENT DIRECTORS MEETING

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

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

BOARD AND COMMITTEES OF THE BOARD

Board Meetings:

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

Committee of the Board:

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

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management Committee

â¢ Executive Committee

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

LISTING ON STOCK EXCHANGES

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

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

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

DEPOSITS

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

RELATED PARTY TRANSACTIONS

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS

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

CODE OF CONDUCT

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

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

SECRETARIAL STANDARDS

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

NOMINATION AND REMUNERATION POLICY

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

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

STATUTORY AUDITORS AND AUDIT REPORTS

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

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

INTERNAL AUDITORS

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

INTERNAL FINANCIAL CONTROLS

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

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
REPORT

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

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

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

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

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

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

COST AUDITORS AND COST AUDIT REPORT

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

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

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

MAINTENANCE OF COST RECORDS

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

REPORTING OF FRAUD

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

RISK MANAGEMENT

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

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

HUMAN RESOURCES

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;

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

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

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

OTHER INFORMATION
CORPORATE GOVERNANCE

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

ANNUAL RETURN

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

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

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

AWARDS AND RECOGNITIONS

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

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

INDUSTRIAL RELATIONS

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

MISCELLANEOUS

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

2. No such transaction was reported where there is difference
between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the
Banks or Financial Institutions.

GREEN INITIATIVES

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

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

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

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

ACKNOWLEDGEMENTS

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

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

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

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

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

Brij Bhushan Agarwal Sanjay Kumar Agarwal

Place: Kolkata Vice Chairman and Managing Director Joint Managing Director

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

Mar 31, 2024

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

FINANCIAL HIGHLIGHTS

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

(Rs. in Crores)
Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations and other income	6764.85	6319.29	13354.20	12762.54
Earnings before Interest, tax, depreciation and amortisation (EBITDA)	732.65	542.98	1729.00	1603.88
Less: Interest (Finance Cost)	57.93	37.79	133.28	93.18
Profit before Depreciation/amortization and taxes (PBDAT)	674.72	505.19	1595.72	1510.70
Less: Depreciation and amortization	218.68	207.82	656.04	473.97
Share in Profit/(Loss) of Associate and Joint Venture	0.00	0.00	0.12	0.14
Exceptional Items	0.00	0.00	0.00	0.03
Profit before tax (PBT)	456.04	297.37	939.80	1036.90
Adjustments for taxation
Current Tax	112.48	21.00	(100.25)	234.58
Deferred Tax	(7.84)	(22.66)	11.05	(41.17)
Profit after tax (PAT)	351.40	299.03	1029.00	843.49
Other comprehensive income for the year	67.80	16.60	66.92	15.51
Total comprehensive earning for the year	419.20	315.63	1095.92	859.00
Note: Figures for the previous periods have been regrouped and reclassified, where ever necessary.

FINANCIAL PERFORMANCE

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

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

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

TRANSFER TO RESERVES

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

OPERATIONAL HIGHLIGHTS

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

STANDALONE - PRODUCTION

Sl. No.	Particulars	F.Y 2023-24			F.Y 2022-23
Sl. No.	Particulars	Effective Installed Capacity (TPA)	Production (TPA)	Capacity Utilisation (%)	Effective Installed Capacity (TPA)	Production (TPA)	Capacity Utilisation (%)
1.	IRON PELLET	3000000	1951880	65%	2100000	1391067	66%
2.	SPONGE IRON	1254000	1113106	89%	1056000	954412	90%
3.	BILLETS	862480	788643	91%	750630	676671	90%
4.	LONG PRODUCT	920000	689437	75%	742500	577513	78%
5.	FERRO PRODUCT	112000	84546	75%	105000	94702	90%

CONSOLIDATED - PRODUCTION

		F	.Y 2023-24			.Y 2022-23
Sl. No.	Particulars	Effective Installed Capacity (TPA)	Production (TPA)	Capacity Utilisation (%)	Effective Installed Capacity (TPA)	Production (TPA)	Capacity Utilisation (%)
1.	IRON PELLET	6000000	3649370	61%	3900000	2877111	74%
2.	SPONGE IRON	2898000	2321595	80%	2205000	1912755	87%
3.	BILLETS	2006960	1595558	80%	1440150	1446913	100%
4.	LONG PRODUCT	2074000	1478751	71%	1431500	1292841	90%
5.	FERRO PRODUCT	219920	244404	111%	212920	216464	102%
6.	ALUMINIUM	24000	16307	68%	24000	11683	49%
7.	STAINLESS STEEL	150000	90773	61%	-	-	-
Further, Comparison of Standalone and Consolidated product wise Sales of the Current financial year to the Previous financial year are as mentioned below:

STANDALONE - SALES
Sl. No.		F.Y 2023-24		F.Y 2022-23
Sl. No.	Particulars	Quantity (MT)	Amount (E In Crores)	Quantity (MT)	Amount (E In Crores)
1.	IRON PELLET	693216	609.24	676846	588.35
2.	SPONGE IRON	416986	1106.22	353416	1106.12
3.	BILLETS	101108	419.84	108622	517.06
4.	LONG PRODUCT	661027	3120.41	526873	2797.70
5.	FERRO PRODUCT	55860	732.25	66703	744.72

CONSOLIDATED - SALES
Sl. No.		F.Y 2023-24		F.Y 2022-23
Sl. No.	Particulars	Quantity (MT)	Amount (E In Crores)	Quantity (MT)	Amount (E In Crores)
1.	IRON PELLET	1032762	922.46	1214350	1045.78
2.	SPONGE IRON	873851	2341.73	602907	1911.31
3.	BILLETS	157806	656.90	207418	988.96
4.	LONG PRODUCT	1328714	6279.44	1124031	5987.44
5.	FERRO PRODUCT	178248	1699.36	179645	1820.88
6.	ALUMINIUM	16602	537.65	11337	416.36
7.	STAINLESS STEEL - WRM - MCL	51700	584.77	3980	43.05

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

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

STATE OF COMPANY''S AFFAIRS

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

ACQUISITIONS AND INVESTMENTS

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

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

DIVIDEND DISTRIBUTION POLICY

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

DIVIDEND

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

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

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

CAPEX AND LIQUIDITY

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

POWER

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

OFFER FOR SALE (OFS) TO ACHIEVE MINIMUM PUBLIC SHAREHOLDING

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

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

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

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

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

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

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

The Granted Options shall vest in the following manner under ESOP-2023:
Date of Vesting	Vesting Percentage
On first anniversary of the grant date	20% of the total Eligible Options shall vest
On second anniversary of the grant date	23% of the total Eligible Options shall vest
On third anniversary of the grant date	23% of the total Eligible Options shall vest
On Fourth anniversary of the grant date	34% of the total Eligible Options shall vest

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

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

Date of Vesting	Vesting Percentage
On first anniversary of the grant date	20% of the total Eligible Options shall vest
On second anniversary of the grant date	23% of the total Eligible Options shall vest
On third anniversary of the grant date	23% of the total Eligible Options shall vest
On Fourth anniversary of the grant date	34% of the total Eligible Options shall vest

The Granted Options shall vest in the following manner under ESOP II -	2023:
Options shall vest in the following manner:
Date of Vesting	Vesting Percentage
On first anniversary of the grant date	40% of the total Eligible Options shall vest
On second anniversary of the grant date	30% of the total Eligible Options shall vest
On third anniversary of the grant date	30% of the total Eligible Options shall vest

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

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

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

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

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

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

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

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

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

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

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

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

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

c) General Corporate Purposes.

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

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

Sl. No.	Particulars	No. of shares	Percentage (%)
1	Promoters'' holdings	20,82,00,211	74.59
2	Public Shareholdings	6,98,38,356	25.02
3	Custodian*	10,93,286	0.39
	Total Shareholding	27,91,31,853	100.00
Note: ''	^f The said shares 10,93,286 are lying with Shyam Metalics Employee Welfare Trust in connection with the Shares identified for Employees Stock Option Plan (ESOP).

Utilisation of proceeds

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

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

The Utilisation of the fund raised are summarised herein below:

Sl. No.	Particulars	Amount mentioned in the offer / placement document (E in crore)	Amount utilised (E In crores)
1.	Repayment and/or prepayment, in full or in part, of certain borrowings availed by the Company	574.00	609.65
2.	Investment into the Material Subsidiary (Shyam Sel and Power Limited, SSPL) for repayment and/or prepayment, in full or in part, of certain borrowings availed by SSPL	632.00	597.00
3.	General Corporate Purposes	173.03	172.62
	Total(A)	1379.03	1379.27
	QIP related issue expenses (B)	6.32	6.08
	Total (A B)	1385.35	1385.35
The Monitoring Agency Report are available at the Company''s website at www.shyammetalics.com.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

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

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

CREDIT RATING

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SHARE CAPITAL

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

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

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

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

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

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

1. Shyam Energy Limited

2. Shree Venkateshwara Electrocast Private Limited

3. Ramsarup Industries Limited

4. Shyam Metalics Flat Product Private Limited

5. Shyam Metalics International DMCC

6. S S Natural Resources Private Limited

7. Meadow Housing Private Limited

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

9. Whispering Developers Private Limited

10. Nirjhar Commodities Private Limited

11. Shree Sikhar Iron & Steel Private Limited

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

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

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

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

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

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

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

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

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

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

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

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

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

DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL''S (KMP)

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

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

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

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

b) Mr. Sanjay Kumar Agarwal - Joint Managing Director

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

d) Mr. Birendra Kumar Jain - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

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

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

PERFORMANCE EVALUATION

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

â¢ Board of Directors as a whole

â¢ Committees of the Board of Directors

â¢ Individual Directors including the Chairman of the Board of Directors

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

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

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

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

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

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

INDEPENDENT DIRECTORS MEETING

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

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

BOARD AND COMMITTEES OF THE BOARD

Board Meetings:

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

Committee of the Board:

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

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management Committee

â¢ Executive Committee

â¢ QIP Committee 2023-24

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

LISTING ON STOCK EXCHANGES

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

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

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

DEPOSITS

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

RELATED PARTY TRANSACTIONS

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

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

CODE OF CONDUCT

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

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

SECRETARIAL STANDARDS

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

NOMINATION AND REMUNERATION POLICY

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

STATUTORY AUDITORS AND AUDIT REPORTS

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

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

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

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

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

INTERNAL AUDITORS

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

INTERNAL FINANCIAL CONTROLS

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

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

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

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

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

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

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

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

COST AUDITORS AND COST AUDIT REPORT

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

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

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

MAINTENANCE OF COST RECORDS

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

REPORTING OF FRAUD

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

RISK MANAGEMENT

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

HUMAN RESOURCES

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

OTHER INFORMATION CORPORATE GOVERNANCE

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

ANNUAL RETURN

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

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE

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

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

AWARDS AND RECOGNITIONS

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

â¢ Certified as âGreat Place to Workâ

â¢ Certified as GreenPro

â¢ Certified as Two Star Export House

â¢ Certified as Best Employer Award 2023

INDUSTRIAL RELATIONS

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

MISCELLANEOUS

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

2. No such transaction was reported where there is difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

GREEN INITIATIVES

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

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

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

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

ACKNOWLEDGEMENTS

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

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

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

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

Mar 31, 2023

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

FINANCIAL HIGHLIGHTS

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

(H in Crores)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Revenue	6306.20	4753.58	12722.19	10453.96
Operating EBITDA	479.99	1145.67	1486.03	2599.89
Add: Other Income	62.99	95.17	112.01	60.00
Less: Interest (Finance Cost)	37.79	8.96	93.13	23.17
Profit before Depreciation/amortization and taxes (PBDAT)	505.19	1231.88	1504.91	2636.72
Less: Depreciation and amortization	207.82	119.61	463.08	272.40
Profit before tax (PBT)	297.37	1112.27	1041.83	2364.32
Adjustments for taxation
Current Tax	21.00	197.21	234.59	539.46
Deferred Tax	(22.66)	4.00	(41.17)	(0.08)
Mat Credit Utilised	0.00	100.79	0.00	100.79
Profit after tax (PAT)	299.03	810.27	848.41	1724.15
Other comprehensive income for the year	16.62	40.83	15.36	43.57
Total comprehensive earning for the year	315.65	851.10	863.77	1767.72

FINANCIAL PERFORMANCE

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

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

ACQUISITIONS AND INVESTMENTS

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

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

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

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

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

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

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

3. Shyam Metalics Flat Product Private Limited - On 14

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

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

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

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

STATE OF COMPANY''S AFFAIRS

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

OPERATIONAL HIGHLIGHTS

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

STANDALONE
Sl. No.	Particulars	F.Y 2022-23				F.Y 202			1-22
		Effective Installed Capacity (MTPA)		Production (MTPA)	Capacity Utilisation (%)	Effective Installed Capacity (MTPA)		Production (MTPA)		Capacity Utilisation (%)
1.	IRON PELLET	2100000		1391067	66.24%	1800000		1108337		92.24
2.	SPONGE IRON	1056000		954412	90.38%	957000		688177		81.63
3.	BILLETS	750630		676671	90.15%	407920		481632		118.07
4.	LONG PRODUCT	742500		577513	77.78%	440000		394633		89.69
5.	FERRO PRODUCT	105000		94702	90.19%	98000		82621		84.31
CONSOLIDATED
Sl. No.	Particulars	F.Y 2022-23				F.Y 202			1-22
		Effective Installed Capacity (MTPA)		Production (MTPA)	Capacity Utilisation (%)	Effective Installed Capacity (MTPA)		Production (MTPA)		Capacity Utilisation (%)
1.	IRON PELLET	3900000		2877111	74%	3013151		2139789		71.01
2.	SPONGE IRON	2205000		1912755	87%	1640250		1429028		87.12
3.	BILLETS	1440150		1446913	100%	912702		834344		91.41
4.	LONG PRODUCT	1431500		1292841	90%	931633		853575		91.62
5.	FERRO PRODUCT	212920		216464	102%	205920		205331		99.71
6.	ALUMINIUM	24000		11683	49%	0		0		0
Further, a Comparison of Standalone and Consolidated product wise Sales of the Current financial year to the Previous financial year is as mentioned below: STANDALONE
Sl. No.	Particulars		F.Y 2022-23				F.Y 2021-22
			Quantity (MT)		Amount (H In Crores)		Quantity (MT)		Amount (H In Crores)
1.	IRON PELLET		676846		588.35		899168		1112.34
2.	SPONGE IRON		353416		1106.12		245244		752.38
3.	BILLETS		108622		517.06		89622		383.47
4.	LONG PRODUCT		526873		2797.70		375573		1830.62
5.	FERRO PRODUCT		66703		744.72		80939		548.34

CONSOLIDATED
Sl.	Particulars	F.Y 2022-23		F.Y 2021-22
No.		Quantity (MT)	Amount (H In Crores)	Quantity (MT)	Amount (H In Crores)
1.	IRON PELLET	1214350	1045.78	1468870	1828.72
2.	SPONGE IRON	602907	1911.31	580035	1768.03
3.	BILLETS	207418	988.96	179726	781.93
4.	LONG PRODUCT	1124031	5987.44	806122	3947.44
5.	FERRO PRODUCT	179645	1820.88	203818	1915.21
6.	ALUMINIUM	11337	416.36	0	0
7.	STAINLESS STEEL - WRM - MCL	3980	43.05	0	0

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

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

POWER

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

DIVIDEND

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

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

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

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

DIVIDEND DISTRIBUTION POLICY

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

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

TRANSFER TO RESERVES

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

CAPEX AND LIQUIDITY

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

CREDIT RATING

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SHARE CAPITAL

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

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

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

DEPOSITS

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

RELATED PARTY TRANSACTIONS

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

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

PARTICULARS OF LOANS, GUARANTEES SECURITIES AND INVESTMENTS

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

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES

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

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

KEY MANAGERIAL PERSONNEL''S (KMP)

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

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

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

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

PERFORMANCE EVALUATION

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

â¢ Board of Directors as a whole

â¢ Committees of the Board of Directors

â¢ Individual Directors including the Chairman of the Board of Directors

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

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

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

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

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

by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI (LODR) Regulations, the policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company and the criteria for determining qualifications, positive attributes and Independence of a director as specified in the relevant provision is uploaded on the website of the Company and may be accessed at: https://www.shyammetalics.com/wp-content/uploads/2021/08/ SMEL Policy-Doc Nomination-and-Remuneration.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

STATUTORY AUDITORS AND AUDIT REPORTS

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder and based on the recommendation of the Audit Committee and Board, M/s. S K Agarwal & Co., Chartered Accountants (ICAI Firm Registration No. 306033E/E300272), had been re-appointed as the Statutory Auditors of the company for a second term of five years from the conclusion of 20th AGM till the conclusion of 25th Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors from time to time in consultation with the Auditors.

The Auditors Report to the shareholders for the year under review does not contain any qualification or adverse remarks. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for further comments.

INTERNAL AUDITORS

In terms of the provisions of section 138 of the Companies Act, 2013, M/s. KPMG Assurance and Consulting Services LLP were appointed as the Internal Auditors for FY 2023-24. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interalia, reviews the Internal Audit Report.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

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

BOARD AND COMMITTEES OF THE BOARD Board Meetings:

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

Committee Meetings:

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

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management Committee

â¢ Executive Committee

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

LISTING ON STOCK EXCHANGES

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

CODE OF CONDUCT

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

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

SECRETARIAL STANDARDS

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

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

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

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

COST AUDITORS AND COST AUDIT REPORT

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

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

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

REPORTING OF FRAUD

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

RISK MANAGEMENT

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

HUMAN RESOURCES

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

INTERNAL FINANCIAL CONTROLS

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

CORPORATE SOCIAL RESPONSIBILITY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

OTHER INFORMATION

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

ANNUAL RETURN

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

CORPORATE GOVERNANCE

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

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

MISCELLANEOUS

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

2. No such transaction was reported where there is difference between amount of the valuation done at the time of one

time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

ACKNOWLEDGEMENTS

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

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

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

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

Mar 31, 2022

Your Directors are pleased to present the 20th (Twentieth) Annual Report and Audited Financial Statement of the Company for the year ended 31st March, 2022.

FINANCIAL HIGHLIGHTS

The financial performance of the company for the year ended 31st March, 2022 is summarized as below:

('' in Crores)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Total Revenue	4753.58	3073.96	10453.97	6320.79
Operating EBITDA	1145.67	667.63	2599.88	1394.04
Add : Other Income	95.17	50.22	60.01	23.72
Less: Interest (Finance Cost)	8.96	38.72	23.16	62.46
Profit before Depreciation/amortization and taxes (PBDAT)	1231.88	679.13	2636.73	1355.30
Less: Depreciation and amortization	119.61	149.66	272.40	300.36
Profit before tax (PBT)	1112.27	529.47	2364.33	1054.94
Adjustments for taxation
Current Tax	197.21	115.82	539.46	266.56
Deferred Tax	4.00	(25.25)	(0.08)	(55.16)
Mat Credit Utilised	100.79	0.00	100.79	0.00
Profit after tax (PAT)	810.27	438.90	1724.18	843.54
Other comprehensive income for the year	40.83	3.50	43.57	5.15
Total comprehensive earning for the year	851.10	442.40	1767.75	848.69

FINANCIAL PERFORMANCE

The Standalone Gross Income for the financial year 2021-22 stood at '' 4753.58 crores (PY '' 3073.96) representing a growth of 54.64%. During the financial year ended 31st March, 2022, despite all odds arising on account of second wave of Covid 19 pandemic, your Company recorded a profit before tax of '' 1112.27 as against '' 529.47 crores in previous year an increase of 110.07%. Net profit after tax also increased by 84.61% at '' 810.27 crores compared to '' 438.90 crores in previous year. EBIDTA Margin was at 24.59% in F.Y 2021-22 as compared to 22.08% in F.Y 2020-21.

The Gross consolidated revenue has increased from '' 6320.79 Crores in F.Y 2020-21 to '' 10453.97 Crores in F.Y 2021-22 representing a growth of 65.39%. PBT also increased from '' 1054.94 Crores in F.Y 2020-21 to '' 2364.33 Crores in the F.Y 2021-22, a growth of 124.12%. PAT increased from '' 843.54 Crores in F.Y 2020-21 to '' 1724.18 Crores in F.Y 2021-22, a growth of 104.39%. Finance cost came down by 62.92% from '' 62.46 Crore in F.Y 2020-21 to '' 23.16 Crore in F.Y 2021-22. EBIDTA rose from '' 1394.04 Crores in F.Y 2020-21 to '' 2599.88 Crores in F.Y 2021-22, a growth of around 86.50% on account of higher sales realisation, greater share of value-added products and cost optimisation measures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material change(s) and commitment(s), except elsewhere stated in this report, affecting the financial position of the Company between the end of the financial year of the Company i.e. March 31,2022 and the date of this report.

There has been no change in the nature of business of the Company during the financial year ended on March 31,2022.

STATE OF COMPANY''S AFFAIRS

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

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

OPERATIONAL HIGHLIGHTS

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

STANDALONE
Sl.	Particulars	F.Y 2021-22			F.Y 2020-21
No.		Installed Capacity (MTPA)	Production (MTPA)	Capacity Utilisation (%)	Installed Capacity (MTPA)	Production (MTPA)	Capacity Utilisation (%)
1.	IRON PELLET	1800000	1108337	92.24	1200000	1119911	93.33
2.	SPONGE IRON	957000	688177	81.63	792000	584468	73.80
3.	BILLETS	407920	481632	118.07	407920	437806	109.10
4.	LONG PRODUCT	440000	394634	89.69	380000	311140	81.88
5.	FERRO PRODUCT	98000	82621	84.31	98000	70842	72.00
CONSOLIDATED
Sl.	Particulars	F.Y 2021-22			F.Y 2020-21
No.		Installed Capacity (MTPA)	Production (MTPA)	Capacity Utilisation (%)	Installed Capacity (MTPA)	Production (MTPA)	Capacity Utilisation (%)
1.	IRON PELLET	3013151	2139789	71.01	2400000	2464786	102.70
2.	SPONGE IRON	1640250	1429028	87.12	1389900	1084190	78.00
3.	BILLETS	912702	834344	91.41	898960	837923	93.21
4.	LONG PRODUCT	931633	853575	91.62	790000	624129	79.00
5.	FERRO PRODUCT	205920	205331	99.71	205920	163513	79.41
Further, a Comparison of Standalone and Consolidated product wise Sales of the Current financial year to the Previous financial year is as mentioned below:
STANDALONE
Sl.	Particulars			F.Y 2021-22		F.Y 2020-21
No.				Quantity (MT)	Amount ('' in Crores)	Quantity (MT)	Amount ('' in Crores)
1.	IRON PELLET			899168	1112.34	868310	736.50
2.	SPONGE IRON			245244	752.38	190300	387.91
3.	BILLETS			89622	383.47	131014	396.38
4.	LONG PRODUCT			375573	1830.62	291058	1047.71
5.	FERRO PRODUCT			80939	548.34	73842	440.41

CONSOLIDATED
Sl. Particulars	F.Y 2021-22		F.Y 2020-21
No.	Quantity (MT)	Amount ('' in Crores)	Quantity (MT)	Amount ('' in Crores)
1. IRON PELLET	1468870	1828.72	1769996	1500.18
2. SPONGE IRON	580035	1768.03	325644	683.76
3. BILLETS	179726	781.93	240949	746.08
4. LONG PRODUCT	806122	3947.44	613670	2253.14
5. FERRO PRODUCT	203818	1915.21	182592	1112.83

Notwithstanding the massive disruption caused by the pandemic in early FY''22, the Company''s wide product profile and geographical diversification helped the Company report higher production and sales (Standalone) on year-on-year basis. During FY''22, production of steel increased by 9.16% (y-o-y) to hit a record of 27,55,401 MTPA as against 25,24,167 MTPA in FY''21, whereas the sales of various steel products during FY''22, also reached the highest ever level of 16,90,546 MT, an increase of 8.75% (y-o-y) as compared to 15,54,524 MT in FY''21.

On Consolidated basis the production increased from 51,74,541 MTPA to 54,62,067 MTPA, a growth of around 5.56% y-o-y basis, whereas Sales increased from 31,32,851 MTPA to 32,38,571 MTPA, a growth of 3.37% y-o-y basis.

Due to Second and Third Wave of COVID 19 pandemic, restrictions were imposed in several parts of the world resulting into lower export of '' 335.26 Crores as compared to the previous financial year 2020-21 i.e. '' 381.79 Crores.

POWER

During FY''22, the power generation was 122.82 MW as against 106.44 MW on per day basis in FY''21.

DIVIDEND

During the year under review, the company had declared interim dividend on two occasions @ 22.5% ('' 2.25/- per equity share) on 08th November, 2021 & 09th February, 2022. The same were paid on 24th November, 2021 & 04th March, 2022 respectively.

The Board has also recommended the final dividend @ 27% ('' 2.70/- per equity share) subject to approval of shareholders at the ensuing annual general meeting.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. Further, in terms of the provisions of the finance act, 2020, dividend shall be taxed in the hands of shareholders and the company shall withhold tax at source at the applicable rates.

IMPACT OF COVID 19

The COVID-19 pandemic has led to the unprecedented health crisis and has disrupted economic activities and global trade while weighing on consumer sentiments. During fiscal 2022, India saw second and third waves of COVID-19 driven by the highly transmissible Delta and Omicron COVID variants respectively. This led to a fresh set of restrictions in the country which impacted the economic activity, although to a lower extent as compared to the previous fiscal year. There was price volatility of raw materials and sluggish market demand during first half of the financial year. Global supply chain and logistics disruption, container capacity constraints and geo-political tensions resulted in an increase in the freight costs and delivery times and higher commodity prices.

The Company dealt with the pandemic by continuing to focus on operational excellence, marketing strategies and keeping its employees & community at the core of it. The health and safety of employees and the communities in which the Company operates continue to be the foremost priority of the Company. To mitigate the risks and challenges faced by the Company during the pandemic, the Company enhanced safety and hygiene norms at offices, implemented work from home, staggered shift timings for safety of employees and leveraged digital platforms for its day-to-day operations. Further, the Company''s three-

pronged communication strategy - awareness, engagement and reinforcement helped spreading awareness amongst various communities. During the challenging times, the Company maintained its liquidity position by minimizing cash outflows and maintaining a judicious mix of funding instruments to fulfil its operational requirements.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company had approved the Dividend Distribution Policy in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulationsâ). The Policy may be accessed on the website of the Company at: https://www.shyammetalics.com/wp-content/uploads/2022/04/Dividend Distribution Policy.pdf

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

TRANSFER TO RESERVES

The company does not propose to transfer any amount to the reserve from surplus. An amount of '' 810.27 crore (previous year '' 438.90 crore) is to be held as Retained Earnings.

INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

Your Directors are pleased to inform that, your Company completed the IPO of its equity shares of 2,97,05,880 Equity shares of '' 10/- each comprising of a Fresh Issue of 2,14,70,588 Equity shares of ''10/- each and Offer for Sale (OFS) of 82,35,292 Equity shares of '' 10/- each by M/s. Narantak Dealcomm Limited, M/s. Subham Capital Private Limited, M/s. Subham Buildwell Private Limited, M/s. Dorite Tracon Private Limited and M/s. Kalpataru HouseFin & Trading Private Limited, promoters of the Company.

The market gave buoyant response to the IPO and it was oversubscribed by 121.43 times, pursuant to Initial Public Offering ("IPOâ) of the Company by way of a Fresh Issue and an Offer for Sale. The Equity Shares of your Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) with effect from June 24, 2021.

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

a) Repayment and/or Prepayment, in full or part, of debt of the Company and Shyam Sel & Power Limited (Wholly Owned Subsidiary); and

b) General Corporate Purposes.

Post the issue, 88.35% of the Equity Share Capital of your Company is held by the Promoter and Promoter Group.

UTILISATION OF IPO PROCEEDS

Your Company has appointed Axis Bank Limited as the Monitoring agency in terms of regulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilization of IPO proceeds and Company has obtained a monitoring report from the Monitoring agency and filed the same with both exchanges where equity shares of the Company are listed. The proceeds realized by the Company from the IPO utilized as per the objects of the offer as disclosed in the Prospectus of the Company.

Out of the IPO proceeds, your Company has utilized the funds as per the below mentioned table:

Sl. No.	Item Head	Amount to be Utilised ('' in Cr.)	Amount Utilised during the year ended 31.03.22 ('' in Cr.)	Unutilised Amount as on 31.03.22 ('' in Cr.)
1.	Repayment and / or Prepayment, in full or part, of debt of the Company and Shyam Sel & Power Limited (Wholly Owned Subsidiary)	470.00	470.00	Nil
2.	General Corporate Purposes	149.96	149.96	Nil
There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring Agency Report are available

at the Company''s website at www.shyammetalics.com. Further, the details of Utilisation of Net IPO Proceeds for the year ended March 31,2022 has been provided in notes to the Accounts of the Financials of the Company.

Pursuant to listing of equity shares on the stock exchanges, your Company enjoys the benefit of enhanced brand name and creation of public market for the equity shares of the Company.

CAPEX AND LIQUIDITY

During the period under review, the Company, on a consolidated basis spent '' 1,121.41 Crores on capital projects largely towards ongoing growth projects in India, essential sustenance and replacement schemes.

CREDIT RATING

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

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 ("the Actâ), the SEBI (LODR) Regulations, 2015 and Ind AS, the audited consolidated financial statements are provided in the Annual Report.

SHARE CAPITAL

During FY''22, there was no change in the Authorised Share Capital. The company concluded its maiden initial public offering and the Paid-up Share Capital of the Company has increased from '' 2,33,61,01,000/- (Rupees Two hundred thirty-three crores sixty-one lacs one thousand only) divided into 23,36,10,100 equity shares of ''10 each to '' 2,55,08,06,880/- (Rupees Two hundred fifty-five crores eight lacs six thousand eight hundred eighty only) divided in to 25,50,80,688 equity shares of '' 10 each. As at March 31, 2022, the Authorised Share Capital '' 290,00,00,000/- (Rupees Two hundred ninety crores only) divided into 29,00,00,000 (Twenty-nine crores) Equity shares of '' 10 each.

The Company had made an Initial Public Offer (IPO), during the year ended March 31,2022 for 2,97,05,880 equity shares of ''10/-each, comprising of a fresh issue of 2,14,70,588 equity shares by the Company and 82,35,292 equity shares offered for sale by selling shareholders. The Equity shares were issued at a price of '' 306/- per share (including a Share Premium of '' 296) of the total equity shares 3,00,000 equity shares were reserved for eligible employees at a discount of '' 15 per share.

Total Share Premium received from IPO (net of employee discount) is '' 635.32 crores reduced by the Company''s share of IPO related expenses of '' 31.22 Crores.

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

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

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Act read with rules framed thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015 your Company has in place Related Party Transactions Policy dealing with related party transactions. The policy may be accessed at: https://www.shyammetalics.com/wp-content/uploads/2021/08/SMEL Policy-Doc Related-Party-Transactions.pdf

All the related party transactions that were entered and executed during the year under review were on arm''s length basis and in the ordinary course of business and within permissible framework of Section 188 of the Act and Rules made thereunder, read

with Regulation 23 of Listing Regulations. There were no materially significant related party transactions made by the Company during the year that would have required the approval of the shareholders under regulation 23 of the Listing Regulations.

The details of the related party transactions entered by the Company on arm''s length basis during the year under review are disclosed in Form AOC-2 as Annexure - I.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

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

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES

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

The name of companies which have become or ceased to be subsidiary or joint venture or associate companies, if any, have been mentioned as below:

CEASED TO BE SUBSIDIARIES

M/s. Damodar Aluminium Private Limited (w.e.f. 09/09/2021)

M/s. Singhbhum Steel & Power Private Limited (w.e.f. 09/09/2021)

M/s. Renaissance Hydro Power Private Limited (w.e.f 09/09/2021)

CEASED TO BE ASSOCIATES

M/s. Kecons Tradecare Private Limited (w.e.f. 09/09/2021)

M/s. Kolhan Complex Private Limited (w.e.f. 09/09/2021)

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

Your Company has framed a policy for determining "Material Subsidiaryâ in terms of Regulation 16(c) of Listing Regulations. The policy may be accessed on the website of the Company at: https://www.shyammetalics.com/wp-content/uploads/2021/08/ SMEL Policy-Doc Determining-Material-Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the composition of the Board. However, the Board through Postal Ballot have proposed the Re-appointment of Mr. Sanjay Kumar Agarwal (DIN: 00232938) as Joint Managing Director, Mr. Dev Kumar Tiwari (DIN: 02432511) as Whole-time Director and Mr. Bhagwan Shaw (DIN: 03419298) as Whole-time Director for a further period of 5 Years commencing from 1st April, 2022.

In accordance with the requirement of the Companies Act, Mr. Mahabir Prasad Agarwal (DIN: 00235780) and Mr. Deepak Kumar Agarwal (DIN: 00560010) Directors retire by rotation and being eligible, offers themselves for re-appointment. Members''approval is being sought at the ensuing AGM for their re-appointment.

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

In Terms of Section 149 of the Companies Act, Mr. Venkata Krishna Nageswara Rao Majji, Mr. Ashok Kumar Jaiswal, Mr. Yudhvir Singh Jain, Mr. Ajay Choudhury, Mr. Kishan Gopal Baldwa and Ms. Rajni Mishra are the Independent Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

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

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

KEY MANAGERIAL PERSONNEL''S (KMP)

During the year under review, there has been no change in the Key Managerial Personnel''s (KMP) of the Company. In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31st March, 2022:

Mr. Brij Bhushan Agarwal - Vice Chairman and Managing Director

Mr. Sanjay Kumar Agarwal - Joint Managing Director

Mr. Deepak Kumar Agarwal - Whole-Time Director

Mr. Dev Kumar Tiwari - Whole-Time Director

Mr. Bhagwan Shaw - Whole-Time Director

Mr. Shree Kumar Dujari - Chief Financial Officer

Mr. Birendra Kumar Jain - Company Secretary

PERFORMANCE EVALUATION

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

â¢ Board of Directors as a whole.

â¢ Committees of the Board of Directors

â¢ Individual Directors including the Chairman of the Board of Directors.

In compliance of the requirements of the provisions of section 178 of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January, 2017, a performance Evaluation was carried out internally for the Board, Committees of the Board, Individual Directors including Chairman of the Board for the financial year ended March, 2022. During the year under review, the company has complied with all criteria of evaluation as envisaged in the SEBI Circular on Guidance Note on Board Evaluation such as preparation, participation, conduct and effectiveness.

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

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

The outcome of such performance evaluation exercise was discussed during the year at a separate meeting of the independent directors held on 15th March, 2022, and subsequently by the Nomination and Remuneration committee held on 18th May, 2022. The NRC forwarded their recommendation based on such performance evaluation process to the Board of Directors.

After completion of internal evaluation process, the Board at its meeting held on 18th May, 2022 also discussed the performance evaluation of the Board, its committees and individual directors. The performance evaluation of the independent Directors of the company was done by the entire Board of Directors, excluding the independent directors being evaluated. The Board expressed its satisfaction with the evaluation process and results thereof.

BOARD AND COMMITTEES OF THE BOARD

Board Meetings:

The Board of Directors met 9 times during the period under review. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Committee Meetings:

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

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management Committee

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

Code of conduct

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

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

SECRETARIAL STANDARDS

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

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015 the policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company and the criteria for determining qualifications, positive attributes and Independence of a director as specified in the relevant provision is uploaded on the website of the Company and may be accessed at: https://www.shyammetalics.com/wp-content/ uploads/2021/08/SMEL Policy-Doc Nomination-and-Remuneration.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

STATUTORY AUDITORS

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder and based on the recommendation of the Audit Committee and Board, M/s. S K Agarwal and Co Chartered Accountants LLP (ICAI Firm Registration No. 306033E/E300272), had been appointed as the Statutory Auditors of the company for a term of five years from the conclusion of 15th Annual General Meeting till the conclusion of 20th Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors from time to time in consultation with the Auditors.

Auditors Report to the shareholders for the year under review does not contain any qualification or adverse remarks. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for further comments.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. MKB & Associates, Company Secretaries, (FRN: P2010WB042700) to conduct the Secretarial Audit of the Company for the financial year 2021-22. In terms of Regulation 24A of the SEBI (LODR) Regulations, 2015, M/s. Arvind Bajpayee, Practicing Company Secretaries (COP No: 11186) were appointed as Secretarial Auditors of Shyam Sel & Power Limited, a material unlisted subsidiary of the Company for the financial year 2021-22.

The Secretarial Audit Reports issued by M/s. MKB & Associates, Company Secretaries, for the Company along with self explanatory observations thereof and M/s. Arvind Bajpayee, Company Secretaries for Shyam Sel & Power Limited, are annexed herewith as Annexure-II.

COST AUDITORS AND COST AUDIT REPORT

The Board of Directors, on recommendation of Audit Committee appointed M/s. Abhimanyu Nayak & Associates (FRN: 101052), Cost Accountants, as the Cost Auditors of the Company for auditing the cost records of the Company for the financial year 202223, subject to ratification of remuneration by the Shareholders of the Company in the 20th AGM of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration of '' 45000/- plus applicable taxes and actual out of pocket expenses incurred in connection with the cost audit for the financial year 2022-23 is included in the Notice convening the 20th AGM of the Company.

The Report of cost Auditors for the Financial Year ended March 31, 2022 is under finalisation and will be filed with MCA within prescribed time.

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company oversees the implementation of CSR Policy of the Company. In line with the provisions of the Act and on the recommendations of the CSR Committee, the Board of Directors has approved the CSR Policy of the Company. Detailed CSR Policy of the Company has been uploaded on the website of the Company at www.shyammetalics.com.

The Annual Report on the CSR activities for the financial year 2021-22 is annexed herewith as Annexure- III.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFCs) and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including the audit of IFCs over financial reporting by the Statutory Auditors and reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s IFCs are adequate and effective during F.Y 2021-22

Pursuant to Section 134(3) (c) of the Act, your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31,2022, the applicable accounting standards have been followed and there are no material departures;

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

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

OTHER INFORMATIONBUSINESS RESPONSIBILITY REPORT (BRR)

In compliance with Regulation 34(2)(f) of the Listing Regulations read with the SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015, your Company has prepared a BRR in the prescribed format for the financial year ended March 31, 2022 describing initiatives undertaken from an environmental, social and governance perspective, which is annexed to the Board''s Report and marked as Annexure - VI.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31,2022 has been uploaded on the website of the Company on the following link https://www.shyammetalics.com/wp-content/themes/shyam/assets/investors/annual-return/mgt-7.pdf

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out in Regulation 17 of the SEBI (LODR) Regulations, 2015. The report on Corporate Governance, for the financial year ended 31st March, 2022, as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 forms an integral part of this Annual Report.

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

Further, an Internal Complaints Committee (ICC) has been constituted at every location where offices of the Company is situated which shall be responsible for redressal of complaints related to sexual harassment. The Company has put in place suitable processes and mechanisms to ensure issues of sexual harassment, if any, are effectively addressed. During the year under review, there were no complaints of sexual harassment received / reported.

ACKNOWLEDGEMENTS

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

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

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

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

Place : Kolkata Mr. Brij Bhushan Agarwal Mr. Sanjay Kumar Agarwal

Date : 18th May, 2022 Vice Chairman and Managing Director Joint Managing Director

(DIN : 01125056) (DIN : 00232938)

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Directors Report of Shyam Metalics and Energy Ltd.

FINANCIAL HIGHLIGHTS

FINANCIAL PERFORMANCE

TRANSFER TO RESERVES

OPERATIONAL HIGHLIGHTS

STATE OF COMPANY''S AFFAIRS

DIVIDEND DISTRIBUTION POLICY

DIVIDEND

CAPEX AND LIQUIDITY

POWER

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

MATERIAL CHANGES AND COMMITMENTS AFFECTINGFINANCIAL POSITION AND CHANGE IN BUSINESS

CREDIT RATING

CONSOLIDATED FINANCIAL STATEMENTS

SHARE CAPITAL

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURECOMPANIES

DIRECTORS

KEY MANAGERIAL PERSONNEL''S (KMP)

DECLARATION BY INDEPENDENT DIRECTORS

PERFORMANCE EVALUATION

INDEPENDENT DIRECTORS MEETING

FAMILIARIZATION PROGRAM FOR INDEPENDENTDIRECTORS

BOARD AND COMMITTEES OF THE BOARD

LISTING ON STOCK EXCHANGES

DEPOSITS

RELATED PARTY TRANSACTIONS

PARTICULARS OF LOANS, GUARANTEES, SECURITIESAND INVESTMENTS

CODE OF CONDUCT

SECRETARIAL STANDARDS

NOMINATION AND REMUNERATION POLICY

PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES

STATUTORY AUDITORS AND AUDIT REPORTS

INTERNAL AUDITORS

INTERNAL FINANCIAL CONTROLS

SECRETARIAL AUDITORS AND SECRETARIAL AUDITREPORT

COST AUDITORS AND COST AUDIT REPORT

MAINTENANCE OF COST RECORDS

REPORTING OF FRAUD

RISK MANAGEMENT

HUMAN RESOURCES

CORPORATE SOCIAL RESPONSIBILITY

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS

ANY APPLICATION/PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016

DIRECTORS RESPONSIBILITY STATEMENT

OTHER INFORMATIONCORPORATE GOVERNANCE

BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT (BRSR)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ANNUAL RETURN

WHISTLE BLOWER POLICY/VIGIL MECHANISM

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

AWARDS AND RECOGNITIONS

INDUSTRIAL RELATIONS

MISCELLANEOUS

GREEN INITIATIVES

ACKNOWLEDGEMENTS

FINANCIAL HIGHLIGHTS

FINANCIAL PERFORMANCE

TRANSFER TO RESERVES

OPERATIONAL HIGHLIGHTS

STANDALONE - PRODUCTION

CONSOLIDATED - PRODUCTION

STATE OF COMPANY''S AFFAIRS

ACQUISITIONS AND INVESTMENTS

DIVIDEND DISTRIBUTION POLICY

DIVIDEND

CAPEX AND LIQUIDITY

POWER

OFFER FOR SALE (OFS) TO ACHIEVE MINIMUM PUBLIC SHAREHOLDING

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

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

Utilisation of proceeds

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

CREDIT RATING

CONSOLIDATED FINANCIAL STATEMENTS

SHARE CAPITAL

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

DIRECTORS

KEY MANAGERIAL PERSONNEL''S (KMP)

DECLARATION BY INDEPENDENT DIRECTORS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION AND CHANGE IN BUSINESS

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
COMPANIES

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

PARTICULARS OF LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
REPORT

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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

OTHER INFORMATION
CORPORATE GOVERNANCE

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)