Shah Metacorp Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 27th Annual Report (Integrated) on the business and operations of the Company and the audited financial statements for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY:

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The Boards Report is prepared based on the standalone financial statements of the Company. The Companys financial performance for the year under review (standalone and consolidated) along with previous years figures are given hereunder –

(Rs. In Lakhs except EPS)

	Standalone		Consolidated
Particulars	(FY 2025–26)	(FY 2024–25)	(FY 2025–26)	(FY 2024–25)
Revenue from Operations	16,813.81	17,078.48	20,799.29	17,615.60
Other Income	1,535.95	302.33	2,001.51	302.33
Total Revenue	18,349.76	17,380.81	22,800.80	17,917.93
Total Expenses (Excl. Tax & Exceptional Items)	16,995.08	16,359.06	21,286.65	16,864.65
Profit Before Exceptional Items & Tax	1,354.68	1,021.75	1,514.15	1,053.28
Exceptional Items	—	2,482.20	—	2,482.20
Profit Before Tax (PBT)	1,354.68	3,503.95	1,514.15	3,535.48
Add: Share in Profit / (Loss) of JV & Associates	—	—	11.03	—
Tax Expense:
• Current Tax	0.00	0.00	0.59	7.95
• Deferred Tax	310.65	267.53	310.91	267.53
Profit After Tax (PAT) / Profit for the Period	1,044.03	3,236.42	1,213.68	3,260.00
Other Comprehensive	(3.90)	(0.64)	(3.90)	(0.64)
Income (OCI)
Total Comprehensive Income for the Period	1,040.13	3,235.78	1,209.78	3,259.36
Attributable to:
• Owners of the Company	1,040.13	3,235.78	1,212.77	3,258.91
• Non-Controlling Interest	—	—	(2.99)	0.45
Paid-up Equity Share Capital (Face Value Rs 1/- each)	8,852.11	5,938.79	8,852.11	5,938.79
Basic & Diluted EPS (in Rs )	0.13	0.61	0.15	0.61

- There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

- Previous year figures have been regrouped/re-arranged wherever necessary.

- There has been no change in nature of business of your Company.

2. REVIEW OF BUSINESS OPERATIONS:

The highlights of the Companys performance on Standalone basis are as under:

Revenue from Operations: During the financial year 2025–26, Revenue from Operations stood at Rs 16,813.81 Lakhs as against Rs 17,078.48 Lakhs in the previous year. Total Revenue grew by 5.57% to Rs 18,349.76 Lakhs compared to Rs 17,380.81 Lakhs in FY 2024–25, supported by higher other income.

b) Profitability: The Company recorded a Profit Before Exceptional Items and Tax of Rs 1,354.68 Lakhs in FY 2025–26, representing a growth of 32.58% over Rs 1,021.75 Lakhs in FY 2024–25. The Profit After Tax (PAT) for the year stood at Rs 1,044.03 Lakhs.

The highlights of the Companys performance on a Consolidated basis are as under:

During the financial year ended March 31, 2026, the Company reported strong improvements across core operational segments. Key consolidated financial highlights for FY 2025–26 as compared to FY 2024–25 are summarized below:

a) Revenue from Operations: Revenue from Operations increased significantly by 18.07%, reaching Rs 20,799.29 Lakhs as compared to Rs 17,615.60 Lakhs in the previous year, driven by higher demand, improved market penetration, and efficient capacity utilization.

b) Total Revenue: Total Revenue rose to Rs 22,800.80 Lakhs, reflecting a substantial growth of 27.25% over Rs 17,917.93 Lakhs in the previous financial year.

c) Profitability & Tax: Profit Before Exceptional Items and Tax grew by 43.76% to Rs 1,514.15 Lakhs from Rs 1,053.28 Lakhs in the previous year, reflecting improved core operational profitability. Total Profit Before Tax (PBT) stood at Rs 1,514.15 Lakhs compared to Rs 3,535.48 Lakhs in FY 2024–25 (which included exceptional gains of Rs 2,482.20 Lakhs). Consolidated Profit After Tax (PAT) for the year stood at Rs 1,213.68 Lakhs.

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

Product Name	Qty. MT	Percentage
S.S. INGOT	4500.15	30.63%
S.S. WASTAGE & SLAG	177.98	1.21%
S.S. ANGLE	3543.129	24.12%
S.S. FLAT	1630.411	11.10%
S.S. ROUND BARS	3851.95	26.22%
S.S. BRIGHT BAR	741.295	5.05%
C.I. SCRAP	247.745	1.69%

During the years Job work carried out in for Pickling, Rolling, Rolling & Straitning, Straitning & Cutting.

The operational performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report. The Company maintained steady manufacturing activity at its primary plant located at GIDC Ubkhal, Kukarwada (Mehsana, Gujarat), concentrating on its single reportable operating segment: Stainless Steel (S.S.) Products (including SS flats, angles, and ingots) under Ind AS 108. Raw material consumption was managed at Rs 14,465.07 Lakhs compared to Rs 15,302.82 Lakhs in FY 2024–25, reflecting optimized batch yields and cost-control initiatives in metal processing. Standalone Profit Before Exceptional Items and Tax rose by 32.58% to Rs 1,354.68 Lakhs (vs. Rs 1,021.75 Lakhs in FY 2024–25), driven by enhanced operational efficiencies and a higher contribution from other operating income (Rs 1,535.95 Lakhs). Net Profit After Tax stood at Rs 1,044.03 Lakhs for the financial year. The Company proactively addressed its legacy export receivables amounting to Rs 76.26 Crores by executing a Memorandum of Understanding (MOU) with the overseas debtor for structured phased settlement. Maintained a cumulative provision for doubtful debts of Rs 56.89 Crores up to March 31, 2026, insulating operational cash flows from credit defaults.

Consolidated Operational Performance:

The Consolidated Financial Statements for the financial year 2025-26 of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report. Consolidated Revenue from Operations expanded by 18.07% to reach Rs 20,799.29 Lakhs (compared to Rs 17,615.60 Lakhs in FY 2024–25). Revenue growth was driven by diversified trading operations via Metcorp Trading LLC, Western Urja Private Limited, General Capital Holdings Private Limited and agricultural commodity trading via Shah Agrocrop Private Limited.

Strategic Developments & Capital Restructuring (After end of FY 2025-26)

- Strategic Entry into Renewable Infrastructure: The Board approved a 26% equity stake acquisition in Strike Eco Grid Private Limited, inducting it as an Associate Company effective April 24, 2026, to venture into green power transmission and sustainable infrastructure.

- Rights Issue Capital Inflow: Successfully completed the allotment of 9,71,63,362 Rights Equity Shares of Rs 1/- each at an issue price of Rs 4.86 per share (including a premium of Rs 3.86 per share) in the ratio of 36:311 on June 30, 2026, raising growth capital and strengthening the net worth.

- Warrant Conversion: Allotted 1,00,00,000 fully paid-up Equity Shares at Rs 4.71 per share (aggregating to Rs 4.71 Crores) upon conversion of warrants on a preferential basis to Promoter Director Mrs. Mona Viral Shah.

3. STATE OF COMPANYS AFFAIRS:

(i) The Financial Summary or Highlights:

During the financial year ended March 31, 2026, the Company delivered resilient operational and financial performance across its business segments:

Consolidated Performance:

- Revenue from Operations: Stood at Rs 20,799.29 Lakhs, reflecting an increase of 18.07% over the previous years revenue of Rs 17,615.60 Lakhs.

- Total Revenue: Reached Rs 22,800.80 Lakhs, up 27.25% compared to Rs 17,917.93 Lakhs in FY 2024–25.

- Operating Profitability: Profit Before Exceptional Items and Tax rose by 43.76% to Rs 1,514.15 Lakhs, as compared to Rs 1,053.28 Lakhs in FY 2024–25, driven by higher operational volumes and improved margins from core businesses.

- Profit After Tax (PAT): Consolidated PAT for the year stood at Rs 1,213.68 Lakhs (compared to Rs 3,260.00 Lakhs in FY 2024–25, which included one-time exceptional income of Rs 2,482.20 Lakhs).

Standalone Performance:

- Revenue from Operations: Amounted to Rs 16,813.81 Lakhs as against Rs 17,078.48 Lakhs in the previous financial year.

- Total Revenue: Rose to Rs 18,349.76 Lakhs, registering a growth of 5.57% over Rs 17,380.81 Lakhs in FY 2024–25, supported by higher other income.

- Operating Profitability: Profit Before Exceptional Items and Tax increased by 32.58% to Rs 1,354.68 Lakhs from Rs 1,021.75 Lakhs in FY 2024–25.

- Profit After Tax (PAT): Standalone PAT for the year stood at Rs 1,044.03 Lakhs.

This notable performance reflects improved operational efficiency, higher consolidated business volumes, and disciplined cost management during the year under review.

(ii) The Change in the Nature of Business:

The Company is leading manufacturer, exporter and supplier of Stainless-Steel long Products. The Chief Operational decision maker monitors the operating results of its business segment separately for the purpose of making decision. Operating segment has been identified on the basis of nature of products and other quantitative criteria specified in the Ind AS 108. The details of segment reporting in details mentioned in the Notes to the Financials. There has been no change in the nature of business of the Company during the financial year ended on March 31, 2026.

4. WEBSITE:

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

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

Meetings of the Board of Directors:

During Financial Year 2026, Eight (8) board meetings were held. The details of the meetings of the Board of Directors and its Committees are given in the Corporate Governance Report, which forms an integral part of this Report. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The Committees of the Board usually meet the before or on the same day of the Board meeting, or whenever the need arises for transacting business.

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

All the recommendations made by the Audit Committee were accepted by the Board of Directors at their respective meetings. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Committees Meetings:

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes. As required under the Act and the SEBI Listing Regulations, your Company has constituted various Statutory Committees. Additionally, the Board has formed other committees also. Non-Statutory Committees includes Committee of Directors and Rights Issue Committee.

The Statutory Committees and their Composition as on March 31, 2026 are as follows:

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

(i) Audit Committee:

During FY 2026, Board reconstituted Audit Committee on 09.06.2025 and also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

(ii) Nomination and Remuneration Committee:

During FY 2026, Board meets with the requirements of Section 178(2) & (3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The NRC Policy of the Company can also be accessed on the Companys website at https://www.shahmetacorp.com/wpcontent/uploads/2021/07/Nomination_and_Remuneration_Policy.pdf. The salient features of the NRC Policy have been disclosed in the Corporate Governance Report forming an integral part of this report.

(iii) Stakeholders Relationship Committee:

During FY 2026, Board meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iv) Committee of Directors:

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

(v) Independent Directors Meeting:

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 12, 2026 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year Members Annual General Meeting was held on September 30, 2025.

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

6. DIVIDEND:

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

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

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

7. INVESTORS EDUCATION AND PROTECTION FUND:

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

8. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2025-26 in the statement of profit and loss. The details of amount transferred to the reserves are mentioned in the notes to the financials.

9. PUBLIC DEPOSITS:

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

10. SHARE CAPITAL:

The Total Authorized Share Capital of the Company as on the date of the Report is Rs. 1,30,00,00,000 (Rupees One Hundred and Thirty crores only) consisting of 1,30,00,00,000 (One Hundred and Thirty crore only) Equity Shares of Re. 1 (Rupee One) each.

During the FY year 2025-26, Company has increased its authorized share capital from Rs. 1,10,00,00,000/- (Rupees One Hundred and Ten crores only) divided into 1,10,00,00,000 (Rupees One Hundred and Ten crores only) of Re. 1/- each Equity Shares to Rs.1,30,00,00,000/- (One Hundred and Thirty crore only) divided into 1,30,00,00,000 (One Hundred and Thirty crore only) Equity Shares of Re. 1/- each through resolution passed in 26th Annual General Meeting held on September 30, 2025.

The total Paid-up Share Capital of the Company as on date of report was Rs. 99,23,74,228 consisting of 99,23,74,228 Equity Shares of Re. 1/- (Rupee One) each.

During the year paid-up capital of the company was increased from Rs. 59,38,78,676 to Rs. 88,52,10,866. The Paid-up capital of the Company as on the date of the Report is Rs. 99,23,74,228 consisting of 99,23,74,228 Equity Shares of Rs. 1 (Rupee One) each.

During the year under review, the Company had allotted 29,13,32,190 equity shares of Rs. 1 each fully paid up raised through preferential basis and convertible warrants into equity shares as per mentioned below details.

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

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

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

- 92,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.71 each to non- Promoters on June 30, 2025.

- 78,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.71 each to non- Promoters on July 02, 2025.

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

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

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

- 63,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs.4.71 each to non- Promoters on July 05, 2025

- During the year company has issued and allotted total 440,00,000 convertible warrants to Ms. Mona Shah, Promoter and Director of the company at the issue price of Rs. 4.71 each in Two tranches namely, 24000000 warrants issued on 26.06.2025 and 20000000 warrants issued on 28.06.2025.

During the year, preferential allotment of 18,93,32,190 equity shares having face value of Rs.1/- each, fully paid up, at an issue price of Rs 4.71/- per equity share, for consideration other than cash, in the swap of equity shares in the ratio of Shah Metacorp Limited, for equity share held by the allottee in the investee companies i.e. M/s General Capital and Holding Company Private Limited; M/s Metcorp Trading LLC; respectively, on preferential basis to the persons belonging to promoters and non-promoter investors as mentioned above.

After the closing of financial year and till the date of this report company has raised the fund and Paid-up share capital increased as per below:

- The company has allotted 9,71,63,362 equity shares of Rs. 1 each fully paid up on right issue basic at the premium of 3.86 each on 30.06.2026 and accordingly the Issues and paid-up share capital increase to Rs. 98,23,74,228 (comprising 98,23,74,228 equity shares of Re. 1 each). The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

- The company has allotted 100,00,000 equity shares of Rs. 1 each fully paid up at the premium of Rs. 3.71 each to promoter pursuant to conversion of warrant in to equity shares on July 16, 2026.

The capital stood at Rs 88,52,10,866 on March 31, 2026 increased to Rs 98,23,74,228 post-Rights Issue on June 30, 2026 and finally reached Rs 99,23,74,228 post-warrant conversion on July 16, 2026. The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

11. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES:

As on March 31, 2026, the Company has three (3) subsidiaries company, one (1) Wholly-owned Subsidiary Company, one (1) Joint venture and one (1) Associate Company.

S. No.	Name of the holding/subsidiary/associate companies/joint ventures (A)	Indicate whether holding/Subsidiary/Associate/Joint Venture	% of shares held by the listed entity
1	Shah Agrocrop Private Limited	Wholly Owned Subsidiary Company	99.94%
2	Western Urja Private Limited	Subsidiary Company	50.01%
3	Goldman Hotel and Resort Private Limited	Associates Company	26%
4	Metcorp Trading LLC	Subsidiary Company	80%
5	General capital and Holding Company Private Limited	Subsidiary Company	85.60%
6	Shah Metacorp Holding USA INC.	Joint Venture	50%

#Investment in Shah Strike Eco Grid Private Limited by acquiring 26.00% shares on April 23, 2026.

Shah Agrocrop Private Limited is a wholly owned subsidiary of the Company, wherein the Company directly holds 99.94% of the equity share capital, and the remaining shares are held by individual nominees on behalf of the Company as the beneficial owner pursuant to Section 89 of the Companies Act, 2013.

There is no Company, which have ceased to be the subsidiary, joint venture or associate company of your company during the year 2025-26. As on date of report, your Company do not have material subsidiaries. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Companys Website at https://www.shahmetacorp.com/wpcontent/uploads/2024/Policy_for_Determining_Material_Subsidiary.pdf.

12. REPORT ON PERFORMANCE OF SUBSIDIARIES:

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

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

13. CONSOLIDATED FINANCIAL STATEMENT:

Consolidated Financial Statements ("CFS") of your Company along with its subsidiaries as at March 31, 2026 have been prepared in accordance with the Indian Accounting Standard on ‘Consolidated Financial Statements issued by the Institute of Chartered Accountants of India read together with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations") and form a part of this Annual Report. The Auditors Report on the CFS is also attached, which is unmodified.

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

During the year company has made loans, Advances and Investment in compliance with Section 186 of the Act. Further, the Particulars of Loan and Investments made during the financial year under the provisions of Section 186 of the Companies Act, 2013, have been disclosed in the Balance sheet and Note to the Standalone Financial Statements forming an integral part of the Annual Report. The Loan and investment made by the company is used by the entity in ordinary course of business purpose. Further, investment made directly and indirectly by the Company are mentioned elsewhere in this report. The details of Loans and advances and investment made by company during the year is provided in the Annexure-F.

15. LISTING ON STOCK EXCHANGES:

The Companys equity shares are listed at BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 and National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051 and the Company has paid the Annual Listing Fees to both the Stock Exchanges for the Financial Year 2026-27.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Mr. Mona Viral Shah (DIN: 02343194) Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer herself for re-appointment. The Board of Directors of the Company, on the recommendations of Nomination and Remuneration Committee (NRC), recommends her re-appointment for consideration by the members of the Company at the ensuing AGM of the Company.

A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the Director proposed to be appointed is annexed to the Notice convening the 27th AGM.

The constitution of the Board of Directors of the Company as on March 31, 2026:

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

*The Board in its meeting dated July 16, 2026 appointed following directors on the Board w.e.f. July 21, 2026:

1. Mahendra Deo Dutt Shukla- Whole Time Director, Executive director (KMP) (change in designation);

2. Mr. Viral Mukundbhai Shah- Additional Executive Director;

3. Mr. Sajjankumar Nanwal (DIN: 01723254) – Additional Independent Director.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2026:

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

- Viral Mukundbhai shah resigned from the position of CEO w.e.f. July 20, 2026.

During the year under review, there was no change in constitution of Board and the KMPs of your Company.

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

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

The terms and conditions of appointment of the Independent Directors are available on the website of the Company at https://www.shahmetacorp.com/wp-content/uploads/2021/07/Policy_for_Appointment_of_ID.pdf.

In terms of the requirement of the SEBI Listing Regulations, your Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of your Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report. None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013 as per the declaration received from the Directors.

17. MATERIAL CHANGES AND COMMITMENTS:

As prescribed under Section 134(3) of the Act, there have been no material change(s) and commitment(s) affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31, 2026, and the date of this Report.

Following are the major changes which occurred during the financial year of the Company and date of this report, except as disclosed elsewhere in report:

- The Company has acquired 50% shares of Shah Metacorp Holding USA INC, made investment of USD 1 Lakh in Shah Metacorp Holding USA INC by the way of Subscription to Equity Shares at face value. Accordingly, Shah Metacorp Holding INC became Joint Venture of the Company.

- During the year company has issued and allotted total 440,00,000 convertible warrants to Ms. Mona Shah, Promoter and Director of the company at the issue price of Rs. 4.71 each in Two tranches namely, 24000000 warrants issued on 26.06.2025 and 20000000 warrants issued on 28.06.2025.

- During the year, Company has allotted 25,58,32,190 equity shares on Preferential basis (includes 189332190 Swapping of shares to Promoter and Non-Promoters) to Non-Promoters.

- During the year, Company has acquired 85.60% stake in General Capital and Holding Company Private Limited and 80.00% stake in Metcorp Trading LLC through a share swap arrangement on Preferential Basis.

- After end of Financial Year 2025-26, The Company has acquired 26% shares of Strike Eco Private Limited invested Rs. 52000 at face value. Accordingly, Strike Eco Grid Private Limited became associate of the Company.

- During the year, the Company initiated the process for a Rights Issue aggregating upto Rs 50.00 crore, as approved by the Board of Directors at its meeting held on 29th December 2025. The Draft Letter of Offer (DLOF) in respect of the said Rights Issue has been approved by the BSE Limited and National Stock Exchange of India Limited. The Board of Directors in its meeting dated May 21, 2026 announced Price (Rs. 4.86/-each), Rights Entitlement Ratio of 36:311 and Various dates for Right Issue. After end of Financial Year 2025-26, The company has allotted 9,71,63,362 equity shares of Rs. 1 each fully paid up on right issue basic at the premium of 3.86 each on 30.06.2026 and accordingly the Issues and paid-up share capital increase to Rs. 98,23,74,228 (comprising 98,23,74,228 equity shares of Re. 1 each). The equity shares so allotted rank pari-passu with the existing equity shares of the Company. The Rights Equity Shares were issued (on fully paid basis) and allotted in compliance with the applicable provisions of the Act, the SEBI Listing Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, FEMA and other applicable laws and in accordance with the terms of the Letter of Offer.

- After end of Financial Year 2025-26, The company has allotted 100,00,000 equity shares of Rs. 1 each fully paid up at the premium of Rs. 3.71 each to promoter pursuant to conversion of warrant issued on June 28, 2025 in to equity shares on July 16, 2026.

18. EVALUATION OF THE BOARDS PERFORMANCE:

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

19. CHANGE IN FINANCIAL YEAR:

There has been no change in the financial year of the Company during the year.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

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

21. POLICY OF DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

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

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As at March 31, 2026 the Board of Directors comprised of 6 (Six) Directors, of which 4 are non-executive Directors (3- Independent Directors) and 2 (Two) directors are executive directors. Out of total number of directors board comprises two non-executive women directors (1-Independent Director).

The Company has formulated and adopted the Nomination and Remuneration Policy (‘NRC Policy) in accordance with the provisions of Act read with the Rules issued thereunder and the Listing Regulations. The policy of the Company on Directors appointment, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy. The remuneration paid to the directors is in accordance with the remuneration policy of the Company. The said policy in accordance with the current internal practices and legal requirements.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the remuneration policy of the company. The NRC Policy of the Company can also be accessed on the Companys website https://www.shahmetacorp.com/wpcontent/uploads/2021/07/Policy_for_Appointment_of_ID.pdf. The salient features of the NRC Policy have been disclosed in the Corporate Governance Report forming an integral part of this report.

22. COMPANIES POLICIES:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website of the company at https://www.shahmetacorp.com/policy.html.

23. AUDITORS:

- Statutory Auditor

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Ashok Dhariwal & Co., Chartered Accountants, (Firm Registration No: 100648W) were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Company held on September 29, 2021, for a term of 5 (five) consecutive years, i.e., to hold office from the conclusion of the 22nd Annual General Meeting till the conclusion of the 27th Annual General Meeting of the Company to be held in year 2026.

As the term of M/s. Ashok Dhariwal & Co. as the Statutory Auditors of the Company expires at the conclusion of 27th AGM, the Board of Directors of the Company at their meeting held on Monday, August 31, 2026, based on the recommendation of the Audit Committee, has recommended to the Members the appointment of M/s. Shivam Soni & Co., Chartered Accountants (FRN:152477W, M. No.178351) as the Statutory Auditors of the Company for a period of 5 consecutive years (F.Y. 2026-27 till 2030-31) from the conclusion of the 27th Annual General Meeting to till the conclusion of the 32nd Annual General Meeting of the Company to be held in the financial year 2031-2032, subject to the approval of Shareholders in ensuing AGM. The detail profile of M/s. Shivam Soni & Co. please refer the 27th AGM Notice that forms part of this Annual Report.

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

Representative of M/s. Ashok Dhariwal & Co., Statutory Auditors of your Company attended the previous AGM of your Company held on September 30, 2025.

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

The Auditors Report read together with Annexures referred to in the Auditors Report for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. Emphasis matter are self explanatory.

- Internal Auditors

As per Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and upon the recommendation of the Audit Committee, the Board of Directors of the Company re-appointed M/s. J N A D & Co., Chartered Accountants (FRN. 138480W) as Internal Auditors of the Company for the financial year 2025-26 in its meeting dated June 9, 2025. During the year, The Board has not changed the Auditor, due to merging of Firm the Board approved the M/s DDH & Associates as Internal Auditor of the Company to conduct the Internal Audit of the Company for the FY 2025-26.

The Board has appointed M/s. DDH & Associates, Chartered Accountants (FRN. 146717W) as Internal Auditors of the Company for the financial year 2026-27 on its meeting dated MAY 26, 2026. The M/s. J N A D & Co., internal Auditor merged in to M/s DDH & Associates (FRN: No. 146717W), Chartered Accountants.

- Secretarial Auditor

Pursuant to the provisions of Section 204 of Act, read with Regulation 24A of Listing Regulations, the Shareholders at the 26TH AGM held on September 30, 2025 had approved the appointment of M/s K Jatin & Co., Practicing Company Secretaries as the Secretarial Auditors of the company for a first term of five consecutive years (FY 2025-26 till FY 2029-30 ) from the conclusion of the 26th Annual General Meeting held in the financial year 2025-2026 until the conclusion of the 31st AGM of the Company to be held in the year 2030.

M/s K Jatin & Co., Practicing Company Secretaries (M. No. F11418, COP No. 12043) has resigned on May 20, 2026 on account of present inability to devote the time and attention requisite for discharging the duties and responsibilities cast upon the Secretarial Auditor with the diligence, depth, and rigour expected of the office.

Further, pursuant to section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board based on the recommendation of the Audit Committee in its meeting dated May 22, 2026, appointed M/s. Mehul Raval & Associates, Practicing Company Secretary (Certificate of Practice No. 10500, Peer Review Certificate No. 3765/2023, as Secretarial Auditor of the Company for the Financial Year 2025-26, to fill the casual vacancy caused by the resignation of M/s. K Jatin & Co. (Mem. No. F11418, COP No. 12043), Practicing Company Secretaries and will hold the office till the ensuing Annual General Meeting.

The Board based on the recommendation of the Audit Committee in its meeting dated August 31, 2026 appointed, subject to your approval being sought at 27th AGM, M/s. Murtuza Mandorwala & Associates (COP No.: 14284, M. No. F10745, Peer Review No. -1615/2021), Practicing Company Secretary as Secretarial Auditor of the company for a term of 5 (five) consecutive years commencing From F.Y 2026-27 till 2030-31, and will hold the office from the conclusion of 27th Annual General Meeting till the conclusion of the 32nd Annual General Meeting. The details of the auditor is provided in the Notice of 27th AGM forming part of this Integrated Report.

Additionally, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2025-26, issued by M/s. Mehul Raval & Associates, Practising Company Secretaries, was timely filed with the Stock Exchanges. This report pertains to the Companys adherence to the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, and the Rules, Regulations, Circulars, and Guidelines issued thereunder, as applicable. The Annual Secretarial Compliance Report is available on the Companys website and can be accessed at the weblink: https://www.shahmetacorp.com/wp-content/uploads/2026/secretarial_compliance_report_2026.pdf.

Your Company does not have any material Indian subsidiary hence secretarial audit of material subsidiary is not applicable to your Company.

The Secretarial Audit Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer and is appended herewith as Annexure I to the Board of Directors Report. The observations, remarks and comments made by the Secretarial Auditor in the said Report have been duly noted and considered by the Board of Directors. The Management has also considered the observations and has taken/initiated appropriate corrective and preventive measures, wherever applicable, to strengthen the Companys systems, processes and internal controls and to ensure timely and proper compliance with the applicable provisions of the Companies Act, 2013, SEBI Regulations, SEBI Circulars and other applicable laws.

- Cost Auditor

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. During the relevant year, company has appointed Cost auditor and conduct audit for the financial year 2025-26.

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

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

The Board in its meeting held on 12th August, 2026 on the recommendation of the Audit Committee, approved the re-appointment of M/s. R J & Associates, Practicing Cost Accountants (Firm Reg. No. 004690, M. No. 35524) as the Cost Auditor of the company to audit the cost records for the financial year 2026-2027, subject to ratification of fees by members of the Company at ensuing 27th Annual General Meeting.

24. REPORTING OF FRAUDS BY AUDITORS:

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

25. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2026 is available on the Companys website at https://www.shahmetacorp.com/meeting_details.html.

26. ANNUAL SECRETARIAL COMPLIANCE REPORT:

During the period under review, Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for the FY 2025 - 26 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. Pursuant to Regulation 24A of the Listing Regulations the Company has obtained Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under.

The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges on May 30, 2026 which is within 60 days of the end of the financial year ended March 31, 2026 and same is available on the website of the Company at https://www.shahmetacorp.com.

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

27. COMPLIANCE OF CODE OF CONDUCT:

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

28. FAMILIARIZATION PROGRAMME FOR DIRECTORS:

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

The Company believes that a Board, which is adequately informed/familiarised with the Company and its affairs can contribute significantly to effectively discharge its fiduciary duty as director of the company and that fulfils stakeholders aspirations and societal expectations. In this regard, the Directors of the Company are updated on changes/developments in the domestic/global industry scenario in the sector which affect the business of the Company, to enable them to take well informed and timely decisions. The policy and details of the Familiarisation Programme imparted to the Independent Directors of the company are available on the website of the company https://www.shahmetacorp.com/wp-content/uploads/2021/07/ID_Familiarisation_Program.pdf.

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

29. HUMAN RESOURCE DEVELOPMENT:

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

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

30. VIGIL MECHANISM PROCESS/WHISTLE BLOWER POLICY:

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

No person has been denied access to the Chairman of the Audit Committee. The details of vigil mechanism have been disclosed in the Corporate Governance Report forming an integral part of this Report. During the year under review, no instances have been reported or investigated under the Whistle Blower / Vigil mechanism of the company. The Audit committee of the company reviews the functioning of this mechanism atleast once a year. The Whistle Blower Policy of the company is available on the website of the company at https://www.shahmetacorp.com/wp-content/uploads/2021/07/Whistle_Blower_Policy.pdf.

31. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

32. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

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

During the year company has appointed M/s. JNAD & Co., (FRN: 138480W), Further the M/s. J N A D & Co., internal Auditor merged in to M/s DDH & Associates (FRN: No. 146717W), Chartered Accountants. The Board has not changed the Auditor, due to merging of Firm the Board approved the appointment of M/s DDH & Associates as Internal Auditor of the Company to carry out the internal audit. The Internal Auditor reviews the adequacy of internal control system in the Company and its compliance with operating systems and policies & procedures. Both statutory and internal auditors, who have access to all records and information about the company, regularly inspect the companys internal control systems. Based on the report of internal auditor, the account department undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and internal audit report are presented to the Audit Committee on quarterly basis. The Internal Auditors Reports are regularly reviewed by the Board and the Audit Committee for its implementation and effectiveness. The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis Report, which is a part of this report.

33. CYBER SECURITY:

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

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

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

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

35. RISK MANAGEMENT:

Risk Management is an integral and important component of Corporate Governance. If risks are not properly managed and controlled, they can affect the Companys ability to attain its objectives. The Company has a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhances Companys competitive advantage. The business risk management framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk management policy is available on the website of the Company https://www.shahmetacorp.com/wp-content/uploads/2021/07/Risk_Management_Policy.pdf.

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

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In term of Regulation 34 of the Listing Regulations, Managements Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report as "Annexure- G".

37. CORPORATE GOVERNANCE:

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

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

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

38. CORPORATE SOCIAL RESPONSIBILITY:

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, CSR provisions are applicable to your Company. Pursuant to Section 135(9) of the Act, since the Companys CSR obligation for the financial year under review does not exceed Rs 50 Lakh, the requirement for constitution of a Corporate Social Responsibility Committee is not mandatory. Accordingly, the functions and responsibilities of the CSR Committee are discharged directly by the Board of Directors of the Company.

The Company aims to remain conscientious to the society with its social responsibility, and strongly connected with the principle of sustainability. We are an organization that not only focuses on monetary returns, but also are equally mindful of the social and environmental responsibilities. It is one of the core responsibilities of the Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure – D of this report in the format prescribed in the Companies (CSR Policy) Rules, 2014

The Board has adopted a CSR Policy in line with the statutory requirements, which is available on the Companys website at https://www.shahmetacorp.com/policy.html.

39. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https://www.shahmetacorp.com/wp-content/uploads/2025/rpt_policy.pdf the Company has periodically reviewed and updated the Related Party Transaction Policy.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms 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 arms length basis. There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Members may refer to Notes of the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to Ind AS. Details of contracts/arrangements/ transactions with related parties which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure E to this Report.

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

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

Details of related party transactions entered into by the Company including Loan and advances provided, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Accounts 2025-26. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity is available in the note to the Financials.

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

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

No significant material orders have been passed by any Regulators/Courts/Tribunals which has been received by the Company having impact on the going concern status and the Companys operation in future. The Securities and Exchange Board of India (SEBI) initiated adjudication proceedings pursuant to a Show Cause Notice dated December 15, 2023, in respect of certain delayed/non-disclosures under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to loan defaults, insolvency applications, one-time settlement arrangements, and non-disclosure of the arrest of a promoter. After considering the Companys submissions, SEBI, vide order dated April 2, 2025, imposed a monetary penalty of Rs 2,00,000 (Rupees Two Lakh only). The Board notes that these lapses were procedural in nature, arising from transitional changes in the compliance team during earlier years, without any adverse impact on the financials or interests of shareholders. The Company has since strengthened its compliance framework to ensure timely and accurate regulatory disclosures.

During the year under review, NCLT case filed against company at NCLT (Ahmedabad) by following parties:

1. Stratmont Coal and Commodity Private Limited & Vatsal Agrawal under Section 7 of IBC, 2016 and same was dismissed during the year.

2. M/s. Tejomay Exim Corporation under Section 9 of IBC, 2016 and same was dismissed as on the date of this report.

3. Case filed by MSTC Limited was dismissed.

41. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

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

42. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

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

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

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

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

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Sections 42 and 62 of the Act, Company has raised funds through Preferential issue during the year and there was no deviation in utilization of fund and quarterly report of statement of deviation of fund was uploaded on Stock exchanges. The details of fund utilization statement available on the website of stock exchanges and on the website of the company at https://www.shahmetacorp.com/corporate_announcements.html.

After end of Financial Year 2025-26, Company has raised the fund through Rights Issue by allotting 9,71,63,362 equity sharer of Rs. 1/- each fully paid up on right issue basic at the premium of 3.86 each on June 30, 2026. Your Company did not Issue Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

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

45. CODE FOR PREVENTION OF INSIDER TRADING:

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

46. STATEMENT W.R.T. COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFITS ACT,1961

Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. Your Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. Your Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

47. DISCLOSURES:

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

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

- Investors Grievances: All the complaints received from investors during the year has been resolved and no complaint outstanding as on March 31, 2026.

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

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

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

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

- The details of direct and Indirect tax litigation has been provided in the auditors reports and Notes to the Financials.

- No one time settlement of loan was obtained from the banks or financial institutions.

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

ACKNOWLEDGEMENT:

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

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

DATE: August 31, 2026

PLACE: Ahmedabad

FOR AND ON BEHALF OF THE BOARD OF

SHAH METACORP LIMITED

Sd/-

Mona V Shah

Chairperson

(DIN: 02343194)