Shyam Metalics & Energy Ltd

Dear Members,

Your Directors take pleasure in presenting the 22nd (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)

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

The consolidated Revenue from Operations and Other Income has increased from Rs. 12762.54 crores in F.Y 2022-23 to Rs. 13354.20 crores in F.Y 2023-24 representing a growth of 4.63%. PBT decreased from Rs. 1036.90 crores in F.Y 2022-23 to Rs. 939.80 crores in the F.Y 2023-24, a decline of 9.36%. PAT increased from Rs. 843.49 crores in F.Y 202223 to Rs. 1029.00 crores in F.Y 2023-24, an increase of 21.99%. EBITDA increased from Rs. 1603.88 crores in F.Y 2022-23 to Rs. 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

CONSOLIDATED - PRODUCTION

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

CONSOLIDATED - SALES

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

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, 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 18th 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 17th 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 24th May, 2023. The same was paid on 13th June, 2023.

Further, the Board has recommended final dividend @ 27% (B 2.70/- per equity share) for the Financial Year 2023-24 on 14th 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 11th September, 2023 and 12th 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 7th July 2023. The same was later on modified / amended by the shareholders in its meeting held on 21st September, 2023. Accordingly, the Company has introduced SMEL Employee Stock Incentive Plan - 2023 ("ESIP-2023") 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:

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 Rs. 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 Rs. 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:

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

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 "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.

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 21st 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 Rs. 10/- each at a premium of B 566 per share on 5th 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 Rs. 597.63 i.e. Rs. 576/- Per Share.

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

Note: * 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 14th 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:

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 ("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'24, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company is Rs. 4,00,00,00,000/- (Rupees Four Hundred Crores) divided into 40,00,00,000 Equity Shares of Rs. 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 Rs. 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 Rs. 10/- each to Rs. 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 Rs. 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 Rs. 10/- each at a premium of Rs. 566 per share on 5th January, 2024 i. e. @ Rs. 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 31st 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 31st 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.

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 22nd 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 1st 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 18th 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 17th 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 25th January 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 1st 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 31st 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 "Material Subsidiary" 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 27th July, 2023 to 26th July 2028. The requisite approval of the shareholders in this regard was taken in the last Annual General Meeting held on 21st December, 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 21st September, 2023 till 20th September, 2028. The requisite approval of the shareholders in this regard was taken in the last Annual General Meeting held on 21st 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 10th November, 2023 till 9th 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 11th 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 31st 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. 5th May, 2023.

In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31st 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 5th May, 2023)

d) 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, 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 27th March, 2024, and subsequently by the Nomination and Remuneration Committee held on 13th 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 14th 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:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Executive Committee

• 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 27th 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 28th July, 2023 until the conclusion of 21st 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 21st Annual General Meeting till the conclusion of 26th 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 27th 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 22nd AGM of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration of Rs. 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 22nd 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

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 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 to move ahead and take part and contribute in the growth of the country.

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 31st 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 "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 31,2024 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.

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 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:

• Certified as "Great Place to Work"

• Certified as GreenPro

• Certified as Two Star Export House

• 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 22nd 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.