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

FINANCIAL HIGHLIGHTS

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

(D in Crores)

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

FINANCIAL PERFORMANCE

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

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

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

TRANSFER TO RESERVES

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

OPERATIONAL HIGHLIGHTS

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

STANDALONE

CONSOLIDATED

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

STANDALONE

CONSOLIDATED

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

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

STATE OF COMPANY'S AFFAIRS

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

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

DIVIDEND DISTRIBUTION POLICY

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

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

Dividend_Distribution_Policy.pdf.

DIVIDEND

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

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

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

CAPEX AND LIQUIDITY

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

POWER

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

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

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

1. SMEL Performance ESOP Scheme (ESOP - 2023)

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

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

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

Grant of Stock Options

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

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

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

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

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

Vesting Schedule

Under ESOP - 2023:

Under ESOP II - 2023:

Vesting on First Anniversary

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

respective grant dates:

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

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

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

• Mr. Deepak Agarwal - 27,600 stock options

• Mr. Dev Kumar Tiwari - 20800 stock options

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

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION AND CHANGE IN BUSINESS

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

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

CREDIT RATING

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SHARE CAPITAL

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

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

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
COMPANIES

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

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

1. Shyam Energy Limited

2. Shree Venkateshwara Electrocast Private Limited

3. Ramsarup Industries Limited

4. Shyam Metalics International DMCC

5. S S Natural Resources Private Limited

6. Meadow Housing Private Limited

7. Whispering Developers Private Limited

8. Nirjhar Commodities Private Limited

9. Shree Sikhar Iron & Steel Private Limited

10. SMEL Steel Structural Private Ltd.

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

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

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

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

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

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

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

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

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

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

DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL'S (KMP)

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

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

b) Mr. Sanjay Kumar Agarwal - Joint Managing Director

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

d) Mr. Sheetij Agarwal - Whole-time Director

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

f) Mr. Birendra Kumar Jain - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

PERFORMANCE EVALUATION

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

• Board of Directors as a whole

• Committees of the Board of Directors

• Individual Directors including the Chairman of the
Board of Directors

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

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

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

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

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

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

INDEPENDENT DIRECTORS MEETING

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

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

BOARD AND COMMITTEES OF THE BOARD

Board Meetings:

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

Committee of the Board:

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

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Executive Committee

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

LISTING ON STOCK EXCHANGES

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

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

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

DEPOSITS

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

RELATED PARTY TRANSACTIONS

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS

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

CODE OF CONDUCT

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

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

SECRETARIAL STANDARDS

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

NOMINATION AND REMUNERATION POLICY

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

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

STATUTORY AUDITORS AND AUDIT REPORTS

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

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

INTERNAL AUDITORS

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

INTERNAL FINANCIAL CONTROLS

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

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
REPORT

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

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

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

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

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

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

COST AUDITORS AND COST AUDIT REPORT

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

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

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

MAINTENANCE OF COST RECORDS

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

REPORTING OF FRAUD

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

RISK MANAGEMENT

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

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

HUMAN RESOURCES

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

OTHER INFORMATION
CORPORATE GOVERNANCE

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

ANNUAL RETURN

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

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

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

AWARDS AND RECOGNITIONS

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

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

INDUSTRIAL RELATIONS

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

MISCELLANEOUS

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

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

GREEN INITIATIVES

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

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

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

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

ACKNOWLEDGEMENTS

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

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

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

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

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

Brij Bhushan Agarwal Sanjay Kumar Agarwal

Place: Kolkata Vice Chairman and Managing Director Joint Managing Director

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