Shyam Century Ferrous Ltd Directors Report

Your Directors have pleasure in presenting the 14^th (fourteenth) Annual Report of the Company together with the Audited Balance Sheet as at 31^st March, 2025 and the Statement of Profit & Loss for the year ended on that date.

FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company for the financial year ended 31^st March, 2025 as compared to the previous financial year are as under:-

(H in Lakhs)

Particulars	FY 24-25	FY 23-24
Total Income	12,107.56	14,670.66
Profit before Depreciation, Interest, Tax and exceptional item	(459.02)	504.29
Depreciation and Amortization Expenses	482.85	343.95
Finance Costs	28.15	28.80
Exceptional items	-	-
Profit/(Loss) Before Tax	(970.03)	131.54
Tax Expenses:
- Current Tax	-	68.96
- Income Tax for earlier years	-	(4.71)
- Deferred Tax	(39.19)	(5.37)
Profit/(Loss) for the period	(930.84)	72.66
Change in fair value of equity instrument through other comprehensive income	1,519.51	-
Other comprehensive income for the period, net of tax	(2.50)	(6.40)
Total comprehensive income for the period	586.17	66.26

FERRO ALLOYS BUSINESS - INDUSTRY AT A GLANCE

The Indian ferro alloys industry plays a critical role in the countrys steel and metallurgical sector, supplying essential alloys such as ferro manganese, silico manganese, ferro chrome and ferro silicon, which are key inputs for steel production. The industry has witnessed significant growth in FY 2024-25, supported by domestic infrastructure development, global demand recovery and favorable policy measures. However, challenges such as high power costs, fluctuating raw material availability and global competition have also shaped the industrys landscape.

India remains one of the top exporters of manganese based ferro alloys globally. Exports of ferro alloys showed resilience despite global economic uncertainties. India faced stiff competition from China and Malaysia which continued to supply ferro alloys at competitive prices.

The recent announcement of U.S. President Donald Trump to impose reciprocal tariffs on approximately 60 countries marks a significant shift in global trade policy. This move has raised concerns amongst Indian steel industry it could significantly disrupt global trade flows and create challenges for domestic markets.

One of the key concerns for India is the potential redirection of steel exports from countries like China, South Korea, Indonesia and Turkey to India. As exports from the European Union to the U.S. became unviable due to the increased tariffs, these countries may seek alternative markets for their surplus steel. India with its large and growing market, could become a target for dumping low-cost steel, putting pressure on local manufacturers and impacting price stability. However, Governments imposition of duty of 12% on steel import may give little sigh of relief to the Industry.

The broader trade tension has also prompted Asian ferro-alloy producers to explore new markets beyond traditional destinations. Southeast Asia, Middle East and Africa are emerging as promising alternatives, driven by robust infrastructure development and accelerating industrialization. These regions are becoming attractive due to their growing demand for steel and ferro-alloys, offering new opportunities for exporters.

Domestically, India is witnessing a strong push towards infrastructure development and increased investment in manufacturing. This has resulted in a surge in demand for steel and ferro-alloys, creating a buffer against global market volatility. The shift from globalization to localization is becoming more evident, with a renewed focus on producing steel products locally to support economic growth and reduce dependency on imports.

Generally Power constitutes 30-40% of production costs in the ferro alloys industry except ferro Silicon which constitutes about 50% . The high cost of power affected profitability. For the reason several industry bodies urged the Government for relief in the form of reduction of tariffs.

In view of continuing Russian Ukraine war and West Asian political disturbances, Indian steel industry have been facing challenges since 2022, price of coking coal increased therefore, for meeting the requirements the Indian producers importing coal which has led to increase of cost of production. Increase of cost of other raw materials also affected the cost of production. Countrys identification of new coal reserves will help to reduce costs. However, in other hand various Policies of the Govt of India helping to boost steel demand.

The Government of India took several measures to support the ferro alloys and steel sector:

- Customs duty exemption on ferro nickel imports, which helped to reduce input costs for stainless steel production.

- Duty exemption on 25 critical minerals, including key raw materials for ferro alloys to enhance domestic availability and reduce dependency on imports.

- Extension of duty-free imports of ferrous scrap until March 2026, benefiting secondary steel manufacturers and promoting recycling initiatives.

- The Governments focus on decarbonization and sustainable mining will lead to further investments in green technology and alternative energy sources for ferro alloys production.

The Indian ferro alloys industry has demonstrated resilience in FY 2024-25, overcoming challenges through technological advancements, policy support and global market opportunities. Going forward, strategic measures such as cost optimization, sustainability initiatives and capacity expansions will be key to ensuring the sectors continued growth and global competitiveness.

The global ferro alloys market is expected to reach around USD 92.7 billion by 2033 from USD 45.8 billion recorded in 2023, growing at a CAGR of 7.3% during the period from 2023 to 2033. Apart from China other major markets in the region include India, Japan, South Korea and Malaysia.

However, Companys Ferro Silicon manufacturing facility in Meghalaya has continued to face sustainable operational and financial challenges during the year under review. The situation has been further aggravated by industry-wide pressures, resulting in a broader trend of plant closures including other Ferro Silicon units in Meghalaya.

One of the key challenges has been the exceptionally high power tariff in Meghalaya, which is more than double the cost of power in Bhutan—our nearest and most competitive regional rival in Ferro Silicon production. Given that power cost constitutes nearly 50% of the overall production cost of Ferro Silicon (depending on market prices), this disparity has rendered production in Meghalaya economically unviable.

Additionally the international Ferro Silicon market has been significantly impacted by the dumping of Silicon Metal from China. This has driven global prices of Ferro Silicon far below production cost, thereby putting further pressure on manufacturers like us who rely on producing Ferro Silicon Metal owing to its geographical location.

On the demand side, export opportunities remain limited to other grades of Ferro Alloys, such as Ferro Manganese and Ferro Chrome, where India continues to enjoy competitive advantages. However, the Companys Meghalaya facility is designed specifically for Ferro Silicon and cannot be repurposed to manufacture these other alloys due to lack of suitable raw materials in the region.

In view of these persistent and structural challenges, the Company has taken the difficult but necessary decision to shut down the Meghalaya plant. This decision has been taken after careful evaluation of all operational and market factors and is aimed at safeguarding the longterm interests of the Company and its stakeholders.

During the year under review, your Company has sold 11,961 MT. of Ferro Silicon as against 12,565 MT. recorded in previous year. Your Company produced 11,067 MT. of Ferro Silicon during the year under review as against 13,196 MT. recorded in the FY 2023-24. During the year, the Company faced instances of factory closures following the receipt of closure notices from the Meghalaya State Pollution Control Board (MSPCB) for alleged non-compliance with applicable pollution control norms. These disruptions significantly impacted the Companys production capacity and overall performance. Additionally, a decline in market prices adversely affected the Companys profitability. The industry also faced stiff competition from imports originating from Bhutan, which were available at highly competitive prices, further challenging the Companys operations.

OPPORTUNITIES & THREATS, RISKS AND CONCERNS

Opportunities:

1. Growing Steel Demand: The Indian steel industry is having ample opportunities for development due to infrastructure development, urbanization and various Government initiatives like "Make in India" and "Atmanirbhar Bharat," etc.

2. Abundant Raw Materials: India has rich reserves of manganese ore and chromite, essential for ferro alloy production, reducing import dependency.

3. Export Potential: Rising global demand for ferro alloys presents strong export opportunities.

4. Renewable Energy Adoption: Growing emphasis on solar and wind energy could help ferro alloy plants reduce their dependence on costly thermal power.

Threats:

1. Raw Material Supply Chain Disruptions:

Dependence on imports for specific raw materials (e.g., high-grade coke, certain refractory minerals) can disrupt production.

2. Environmental Regulations: Stringent pollution norms on mining, smelting and carbon emissions may lead increase in compliance costs.

3. Power Costs: Rising electricity costs significantly impact profitability.

4. Global Competition: Countries like China, South Africa and Ukraine have cost advantages, making Indian exports less competitive.

5. Dumping by Other Countries: Imports of low-cost ferroalloys, particularly from China and Indonesia, threaten domestic players.

Risks and Concerns:

1. Market Volatility: Fluctuations in global metal prices affect profitability of the domestic Companies.

2. High Carbon Footprint: Ferro alloy plants

contribute significantly to carbon emissions, making sustainability a key challenge.

3. Regulatory Uncertainty: Frequent changes in

mining laws, export-import duties and labor laws create an unpredictable business environment.

4. Power Availability Issues: Unstable power supply in some regions leads to production inefficiencies and higher costs.

5. Geopolitical Risks: Global conflicts ortrade restrictions may impact exports and raw material imports.

PERFORMANCE AND OPERATIONS REVIEW

During the year under review, on a full year basis, the

Company has posted total revenue of H12,107.56 lakhs as

against H14,670.66 Lakhs and recorded a loss of H970.03 Lakhs in FY 2024-25 as against a profit before tax of H131.54 Lakhs. Your Company produced 11,067 MT. of Ferro Silicon during the year under review as against 13,196 MT. recorded in the FY 2023-24.

During the year under review, the Company has closed its manufacturing operations at its plant situated at EPIP, Rajabagan, Byrnihat, District-Ri-Bhoi, Meghalaya - 793101 with effect from 07^th May, 2025. The decision was necessitated due to a significant and sustained increase in power costs in the region, which rendered the operations at the said facility financially unviable. Despite several efforts to improve operational efficiency and reduce costs, the high cost of raw materials and power continued to adversely impact the profitability & sustainability of the unit.

The Company remains committed to exploring alternative cost-effective avenues to resume its operations.

SHARE CAPITAL

The paid-up Equity Capital as on 31^st March, 2025 was H21,21,72,990 divided into 21,21,72,990 equity shares of H1 each. The Company has neither issued any shares with differential voting rights nor granted stock options or sweat equity shares.

SHARES IN SUSPENSE ACCOUNT

Disclosures of the shares lying in Companys Unclaimed Shares Suspense Account are given in the Report of Corporate Governance.

INVESTOR EDUCATION AND PROTECTION FUND

As per Companies Act 2013, dividends that are unclaimed/unpaid for a period of seven (7) years from the date of their transfer are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

The tentative date for transfer of unclaimed and unpaid dividends to the IEPF, declared by the Company are as under:

Financial Year	Date of Declaration	Tentative Date for transfer to IEPF
2022-23 (Interim)	11.08.2022	17.09.2029

Members who have not encashed their dividend so far in respect of the aforesaid periods are requested to make their claims to Maheshwari Datamatics Private Limited, Registrar and Share Transfer Agent of the Company (RTA) or to the Company Secretary of the Company, at the Companys Registered Office/ Corporate Office, well in advance of the above due dates. Pursuant to the provisions of IEPF Authority (IEPF) (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 26, 2024 (date

of the last AGM) on the website of the Company at www. shyamcenturyferrous.com and also on the website of the Ministry of Corporate Affairs at www.mca.gov.in.

Further, pursuant to the provisions of Section 124 of the Act, read with the relevant Rules made thereunder, shares on which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to the IEPF Authority as notified by the Ministry of Corporate Affairs.

ANNUAL RETURN

In terms of requirement of section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013 and the rules made thereunder, the Annual return of the Company has been placed on the Companys website and can be accessed at the web link at https://www. shyamcenturyferrous.com/Annual Return/Annual- Return-2024-25.pdf

MEETINGS OF THE BOARD

During the year, Four (4) Board Meetings and Four (4) Audit Committee meetings were convened and held on 22^nd May, 2024, 09^th August, 2024, 8^th November, 2024 and 30^th January, 2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of the Board Meeting are provided in the Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, meeting of Independent Directors was held on 13^th March, 2025 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also, inter alia, assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board of Directors of the Company.

COMMITTEES OF THE BOARD

The composition and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Finance Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee and Nomination and Remuneration Committee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, 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. The said policy may be referred to at the Companys website at https://www.shyamcenturyferrous.com/ code policies/Whistle-Blower-Policy.pdf.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Board has framed a Remuneration Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The remuneration policy aims to enable the Company to attract, retain and motivate highly qualified members for the Board and at other executive levels. The remuneration policy seeks to enable the Company to provide a well-balanced and performance- related compensation package, taking into account shareholders interests, industry standards and relevant Indian corporate regulations. The details on the same are given in the Corporate Governance Report. The said policy may be referred to at the Companys website at the web link at https://www.shyamcenturvferrous.com/ code policies/Remuneration-Policy.pdf.

CODE OF CONDUCT

With intent to enhance integrity, ethics & transparency in governance of the Company your Company had adopted a Code of Conduct for Directors and Senior Management Personnel. The Code has been displayed on the Companys website at https://www.shyamcenturyferrous.com/code policies/Code-of-Conduct-for-Senior-Management. pdf.

COMPLIANCE WITH THE SECRETARIAL

STANDARDS AND INDIAN ACCOUNTING

STANDARDS

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India. The Company has also complied with all relevant Indian Accounting Standards (Ind AS) referred to in section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 while preparing the financial statements.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013, the Directors hereby confirm and state that:

- In the preparation of Annual Accounts, the applicable

Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

- The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the loss of the Company for the year under review.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on going concern basis.

- 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.

- The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

AUDITORS & AUDITORS REPORT Statutory Auditors

M/s. D.K. Chhajer & Co, Chartered Accountants (Firm Registration Number: 304138E) Statutory Auditors of the Company, have been appointed by the members at the Tenth Annual General Meeting and shall hold office for a period of 5 years from the date of such meeting held on 30^th September, 2021.

The Statutory Auditors Report "with an unmodified opinion", given by M/s. D.K. Chhajer & Co., on the Financial Statements of the Company for the Financial Year ended 31^st March, 2025, is appended in the Financial Statements forming part of this Annual Report.

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

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. B. G. Chowdhury & Co., Cost Accountants, (Firm Registration Number: 000064) as Cost Auditors of the Company for the financial year ended 31^st March, 2025 in the Board Meeting held on 22^nd May, 2024. The remuneration proposed to be paid to them for the FY 2024-25, as recommended by audit committee, was ratified in the meeting of shareholders held on 26^th September, 2024.

The Board of Directors of the Company on the recommendation of the Audit Committee, appointed M/s. B. G. Chowdhury & Co., Cost Accountants, (Firm Registration Number: 000064), as the Cost Auditors of the Company for the FY 2025-26 under section 148 of the Companies Act, 2013. M/s. B. G. Chowdhury & Co. have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3). The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arms length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s. B. G. Chowdhury & Co., Cost Auditors for the FY 2025-26 is included in the Notice convening the Annual General Meeting.

The cost audit report for the FY 2023-24 was filed with the Ministry of Corporate Affairs on 04^th September, 2024.

Secretarial Auditors

The Audit Committee and the Board of Directors at their respective meetings held on 21^st May, 2025 have considered and recommended the appointment of M/s. MKB & Associates, a firm of Practicing Company Secretaries, (Firm Registration No.: P2010WB042700) as the Secretarial Auditors of the Company to conduct the secretarial audit, subject to the approval of the members of the Company and to hold office for a period of 5 (five) years from 1^st April, 2025 to 31^st March, 2030 in terms of amended requirement of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015.

M/s. MKB & Associates, a firm of Practising Company Secretaries, (Firm Registration No.:- P2010WB042700) is a peer reviewed firm and they have given their consent for the proposed appointment as Secretarial Auditors of the Company.

The Secretarial Audit Report for the FY 2024-25 is annexed herewith and marked as Annexure-1. The report is selfexplanatory and do not call for any further comments.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not made any investment or provided guarantee or security in connection with a loan to any person exceeding the limit specified in Section 186 of the Companies Act, 2013.

Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, there were no material contract or arrangement entered into by the Company with related parties as referred to in Section 188. Therefore, disclosure in Form AOC-2 is not applicable. However, the details of the transactions with the Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval has been obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. A policy on Related Party Transactions has been devised by the Company which may be referred to at the Companys website at the web link at https://www.shyamcenturyferrous.com/ code policies/Related-Party-Transaction-Policy.pdf.

RESERVES

During the year under review no amount was transferred to reserves.

DIVIDEND

After a comprehensive review of the Companys financial performance and considering the net loss suffered during the FY 2024-25, the Board of Directors has decided that it would be prudent not to recommend any dividend for the year.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134 (3) (m) of the Act and rules framed there under is mentioned below:

(A) Steps taken toward Conservation of energy:

Steps taken for conservation of energy in earlier years are in full force and effect. No further steps were taken for conservation of energy during the year.

(B) Steps taken toward Technical Absorption:

Steps taken for technical absorption in earlier years are in full force and effect. No further steps were taken for technical absorption during the year.

The Company has developed a Research & Development cell for carrying out R&D Projects in the plant with specific objective of development of advanced systems for quality improvement. The company has been taking advice from outside expert agency with the objective of improvement in quality and Research & Development. Revenue Expenditure for quality improvement paid H18 lakhs (P.Y. H13.5 lakhs).

(C) Foreign Exchange Earnings and Outgo:

During the period under review, Foreign Exchange Earning was NIL (PY NIL) and Foreign Exchange Outgo was NIL (PY NIL).

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR)

Pursuant to the Provisions of Section 135 read with the rules made thereunder in the current financial year the Company is not fulfilling the criteria of net worth of H500 crore or more, turnover of H1000 crore or more or net profit of H5 Crore or more, Hence, the requirement of spending 2% of the average net profit of last three financial year is not applicable on the Company for the FY 2024-25. Hence the Company has not spent in the CSR activities for the FY 2024-25.

The Committee is headed by Mr. Rajesh Kumar Agarwal, Director of your Company and consists of Members as stated below:

Name	Category	Chairman/ Members
Mr. Rajesh Kumar Agarwal	Non Independent	Chairman
Mr. Aditya Vimalkumar Agrawal	Executive	Member
Mr. Pramod Kumar Shah	Independent	Member

Annual Report on CSR as required to be annexed in terms of requirement of Section 135 of Companies Act, 2013 and rules framed thereunder is annexed herewith and marked as Annexure-2.

The CSR Policy of the Company is available on the Companys website under the weblink https://www. shyamcenturyferrous.com/code policies/CSR-Policy. pdf.

EVALUATION OF THE BOARDS PERFORMANCE

In compliance with the Companies Act, 2013 and as per Listing Obligations and Disclosures Requirements

Regulations formulated by the Securities and Exchange Board of India (SEBI), the Company has adopted a policy for evaluation of performance of the Board of Directors. The Board follows a formal mechanism for the evaluation of the performance of the Board as well as Committee.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The Nomination and Remuneration Committee at its meeting established the criteria based on which the Board will evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Non-Independent Directors and Board as a whole was also carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on 30^th January, 2025, had appointed Mrs. Ibaridor Katherine War (DIN: 03107920) as an Additional Director of the Company in the Independent category with effect from 1^st April, 2025, for a period of 3 years till 31^st March, 2028 which were duly approved by the shareholders of the Company by way of special resolutions passed through postal ballot by way of voting through electronic means concluded on 18^th April, 2025.

Mrs. Ibaridor Katherine War aged about 49 Years, a law graduate, having rich and varied experience over 28 years in the legal area. Presently, she is legal practitioner in Meghalaya.

Mrs. Plistina Dkhar, Independent Director retired from the Board with effect from close of the business hours of 31^st March, 2025 due to completion of her second and final terms of appointment as an Independent Director. Your Board of Directors record their appreciation for the valuable services and guidances rendered/given by Mrs. Plistina Dkhar during her association with the Company as a member of the Board.

In accordance with the provisions of Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Aditya Vimalkumar Agrawal (DIN: 03330313) will retire by rotation and being eligible, offers himself for re-appointment. In view of his considerable experience, your Directors recommend his re- appointment as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Listing Regulations.

Mr. Nirmalya Bhattacharyya, Mrs. Ibaridor Katherine War and Mr. Pramod Kumar Shah are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the Rules made thereunder and the Listing Regulations about their status as Independent Director of the Company.

Your Board of Directors formed an opinion that the Independent Directors of the Company are maintaining highest standard of integrity and possessing expertise, requisite qualifications and relevant experience in the fields of Administration, General management, Accounts & Finance, Audit, Internal Audit, Taxation, Risk, Board procedures, Governance etc., for performing their role as Independent Directors of the Company. Regarding proficiency, all Independent Directors have registered themselves in the Data Bank maintained with the Indian Institute of Corporate Affairs (IICA), Manesar. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have confirmed that they have a valid registration with the Independent Directors databank maintained by the Indian Institute of Corporate Affairs (IICA) and have also completed the online proficiency test conducted by the IICA, if not exempted.

FAMILIARISATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

In order to enable the Independent Directors to perform their duties optimally, the Board has devised a familiarisation programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. They are periodically updated about the development which takes place in the Company. The Independent Directors have been issued Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and commitments etc. The familiarisation program is available on the Companys website under the weblink https://www.shyamcenturyferrous.com/code policies/ Familarization-Programme-Policy.pdf.

BOARD DIVERSITY

Your Company believes that a diverse Board is essential for success of an organization. A diverse Board influences eradicating differences in knowledge, skills, gender, age, geographical differences, cultural background etc., this

ultimately effects competitive advantages. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board. The said Policy is available on your Companys website at https:// www.shyamcenturyferrous.com/code policies/Board- Diversity-Policy.pdf

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have any subsidiary, associate and joint venture.

CHANGES IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business.

BOARD POLICIES

The Board of Directors of your Company, from time to time have framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made available on the website of the Company at https://www.shyamcenturyferrous.com/ investors/code-and-policies.php. The policies are reviewed periodically by the Board and updated based on need and requirements.

DEPOSITS

During the year under review, the Company has not accepted any deposits from public or from any of the Directors of the Company or their relatives falling under ambit of Section 73 of the Companies Act, 2013.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

1) In respect of demand notice dated 19^th February, 2020 received by the Company from Director of Mineral Resources, Meghalaya, for payment of royalty, MEPRF, VAT/GST for H1,739 lakhs (approx) in pursuance to the National Green Tribunal (NGT) Order dated 17^th January, 2020 passed in O.A. No. 110(TCH)/2012 for alleged illegal coal procurement. By passing the said order NGT has accepted the Recommendation of the 5^th Interim Report of the Independent Committee set up by NGT, which has suggested imposition of penalty on Cement Companies and Thermal Power Plants in Meghalaya. The Company has not purchased any illegal coal and has complied with all disclosure requirements of the various Government Departments. The Report of NGT Committee has been founded on the basis of assumptions and views of the Committee and not on hard facts. Further to note that the Company has neither been issued a show-cause nor any opportunity of being heard was given to the Company before submitting the Interim reports by the Independent Committee to NGT. Even NGT has not served any notice on the Company before passing the impugned order dated 17^th January, 2020 which is clear violation of principles

of natural justice. The Company backed by the legal opinions, believes that it has a good case in the matter as the said order was issued based on certain hypothetical assumptions and views and not on hard facts. No opportunity of being heard was provided to the Company either by NGT committee or by NGT itself which passed order without going into the merits & facts and accepted the recommendations of 5^th Interim Report. In addition, the Committee also recommended that an amount of H400/MT of coal to be utilized by the Company (and other plants) on or after the date of the order shall be directed to be deposited in the MEPRF, which comes to H446 lakhs (approx). Therefore, there is every likelihood of the Demand Notice and the order of the NGT being set aside. The Company has preferred an appeal before the Supreme Court of India against the NGTThe Honble Supreme Court in its Order dated 2^nd May, 2023 has set aside the Order of NGT and remand back the same to NGT for its further considerations. On 2^nd Nov, 2023, the Company filed an application for impleadment which was allowed by the NGT, Eastern Zone Bench. Further, the Company has also filed a counter affidavit before the NGT, Eastern Zone Bench which was taken on record on 9^th Feb, 2024. Pending completion of pleadings, no provision has been made in the books of account. (Refer Note no. 42(a) of Notes to Accounts).

2) Vide Order dated 24^th October, 2024 passed in Case No. 32 of 2023, Meghalaya State Electricity Regulatory Commission (MSERC), Shillong enhanced the fixed Electricity charges for Ferro Alloys (EHT) from H230/ KVA/month to H250/KVA/month and also enhanced the energy charges from H4.90/kVAh to H6.41/kVAh for the FY 2024-25. As per the said Order the new tariff shall be effective from 1^st April, 2024. By the said order the Commission further directed that in case of any recovery of arrears, the same shall be billed in 9 equal instalments starting from December, 2024. On the basis of the above Order dated 24^th October, 2024, Meghalaya Power Distribution Corporation Limited (MPDCL) raised electricity bill as per the new tariff which the Company has been paying under protest. As per MPDCL the Company is liable to make arrear payment of H7,39,97,245.17/- (Rupees Seven Crore Thirty Nine Lakh Ninety Seven Thousand Two Hundred Forty Five and Seventeen paise) only as per revised tariff charges in 9 equal instalments. Against the Order dated 24^th October, 2024 passed by the Commission, the Company had preferred a writ petition, bearing W.P.(C) No. 13 of 2025 before the Meghalaya High Court on the ground, amongst others, that the order of the Commission is erroneous as the Commission has no power under the Electricity Act, 2003 to give retrospective effect to the new tariff. After hearing, Meghalaya High Court, vide its order dated 30^th January, 2025 was pleased to grant interim relief by directing that the tariff difference amount

(1/9) shall be put on hold. Final hearing in the matter is complete and the case is fixed for delivery of judgement. Therefore, the Company backed by legal opinions, believe that it has a good case in the matter as the said arrear charges are without any basis, and, accordingly, no provision has been made in the accounts. (Refer Note no. 42(b) of Notes to Accounts).

Other than the aforesaid, there have been no significant and material order passed by the Courts/ Regulators impacting the going concern status and future operations of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

CREDIT RATINGS

Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. ICRA Limited has re-affirmed the long term rating as ICRA BBB+ (Negative) (Pronounced as ICRA triple B Plus) and the outlook on long term rating is negative. The short term rating has also been re-affirmed as ICRA A2+ (Pronounced as ICRA A two plus).

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company maintains comprehensive internal control system, commensurate with the size of its operations and monitoring procedure for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic

goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Board of Directors of the Company on the recommendation of the Audit Committee, re-appointed M/s. K. Baldawa & Co., Chartered Accountants, as the Internal Auditors of the Company for the FY 2025-26 under section 138 of the Companies Act, 2013. M/s. K. Baldawa & Co., have confirmed about their reappointment. The Internal Auditors periodically reviews the effectiveness and efficacy of Internal Control Systems and procedures. Audits are finalised and conducted based on internal risk assessments. Significant deviations from the standard procedures are brought to the notice of the Audit Committee/Board periodically and corrective measures are recommended for implementation. All these steps facilitate timely detection of any irregularities, frauds and errors and early remedial measures to be undertaken so that no monetary losses are sustained. Significant audit observations, if any, and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

DETAILS OF SIGNIFICANT CHANGES (I.E., CHANGES OF 25% OR MORE) IN KEY FINANCIAL RATIO AND CHANGE IN RETURN ON NETWORTH ALONGWITH DETAILED EXPLANATIONS

Key Financial Ratios	FY 2024-25	FY 2023-24	% change	Explanation for significant changes
Debtors Turnover ratio	8.89	8.44	5.3	NA
Inventory Turnover ratio	3.63	4.18	(13.3)	NA
Interest Coverage ratio	(7.46)	6.87	(208.5)	Decrease interest coverage ratio is because of decrease in profit.
Current ratio	9.28	8.82	5.2	NA
Debt Equity ratio	0.021	0.009	121.1	Higher Debt Equity ratio is because of increase in debt.
Operating Profit Margin (%)	(0.09)	0.01	(12.86)	NA
Net Profit Margin	(0.08)	0.005	(1663.5)	Decrease in Net Profit ratio is because of decrease in sale price and profit.
Return on Net Worth	(0.05)	0.01	(660.8)	Decrease in Return on Net Worth ratio is because of decrease in profit.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with a statement containing particulars of employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as Annexure- 3 and forms part of this report.

DETAILS OF APPLICATION MADE OR ANY 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.

DETAILS OF DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company values the integrity and dignity of its employees. The Company has put in place a Policy on Prevention of Sexual Harassment as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act") and has constituted the Committee with internal and external members. We affirm that adequate access has been provided to any complainants who wish to register a complaint under the policy. No complaint was received during the year.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of India (SEBI). A separate section on corporate governance, along with a certificate from the auditors confirming the compliance, is annexed and forms part of this Annual Report. This certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the Listing Obligations and Disclosures Requirements Regulations formulated by the Securities and Exchange Board of

India (SEBI), the Managing Director and CFO certification has been submitted to the Board and a copy thereof is contained in this Annual Report.

RISK MANAGEMENT

Risk management refers to the practice of identifying potential risks in advance, analyzing them and taking precautionary steps to reduce the risk. The Company has evolved a risk management framework to identify, assess and mitigate the key risk factors of the business. The Board of the Company is kept informed about the risk management of the Company.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The Company has always provided a congenial atmosphere for work to all sections of society. It has provided equal opportunities of employment to all irrespective to their caste, religion, color, marital status and sex. The Company believes that human capital of the Company is its most valuable assets and its human resource policies are aligned towards this objective.

The Company focuses on enhancing organizational performance by focusing on quick grievance resolution mechanisms and maintaining cordial relations with employees and workmen across all levels. The relation amongst its employees remained harmonious and the year under review remained free from any labor unrest.

During the year under review, there has not been any material changes in human resources and industrial relations.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual report, Notices, etc., electronically to the e-mail IDs of shareholders. Your Company has arranged to send the soft copies of these documents to the registered e-mail IDs of the shareholders, wherever applicable. In case, any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request in this respect.

The Ministry of Corporate Affairs has taken Green Initiative in the Corporate Governance by allowing paperless compliances by the Companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members for the financial year 31^st March, 2025. A newspaper advertisement in this regard is being published.

CAUTIONARY STATEMENT

Statements in this report describing the Companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include: global

and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, our business, the businesses of our customers, vendors and partners and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State

Governments and their departments and the Local Authorities, Customers, Vendors, Business partners/ associates and Stock Exchanges for their continued guidance and support.

Your Directors would also like to place on record their sincere appreciation for the commitment, dedication and hard work put in by every member of the Company and recognize their contribution towards Companys achievements. Your directors express their gratitude to the shareholders of the Company for reposing their confidence and trust in the Management of the Company.

	For and on behalf of the Board of Directors
	Rajesh Kumar Agarwal	Aditya Vimalkumar Agrawal
Place: Kolkata	Director	Managing Director
Date: 21st May, 2025	(DIN: 00223718)	(DIN: 03330313)