Shyam Metalics & Energy Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 24^th (Twenty Fourth) Integrated Annual Report along with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31,2026.

FINANCIAL HIGHLIGHTS

The highlights of the financial performance of the Company, for the financial year ended March 31,2026 are as below:

Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations and other income	7,103.75	6,623.68	18,755.82	15,389.26
Earnings before Interest, tax, depreciation and amortisation (EBITDA)	1,033.92	921.34	2,536.65	2,096.16
Less: Interest (Finance Cost)	50.55	49.88	192.23	143.92
Profit before Depreciation/amortization and taxes (PBDAT)	983.37	871.46	2,344.42	1,952.24
Less: Depreciation and amortization	239.58	211.00	882.15	711.17
Share in Profit/(Loss) of Associate and Joint Venture	0.00	0.00	0.10	0.12
Exceptional Items	0.00	0.00	0.00	0.00
Profit before tax (PBT)	743.79	660.46	1,462.37	1,241.19
Adjustments for taxation
Current Tax	189.36	172.28	407.92	237.43
Deferred Tax	1.58	(1.44)	(5.72)	94.50
Profit after tax (PAT)	552.85	489.62	1,060.17	909.26
Other comprehensive income for the year	1.97	55.07	1.34	130.88
Total comprehensive earning for the year	554.82	544.69	1,061.51	1,040.14

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

FINANCIAL PERFORMANCE

The Standalone Revenue from Operations and Other Income for the financial year 2025-26 stood at Rs.7,103.75 crores (P.Y Rs.6,623.68 crores) representing an increase of 7.25 %. During the financial year ended 31^st March, 2026, your Company recorded a profit before tax of T743.79 crores as against T660.46 crores in previous financial year an increase of 12.62%. Net profit after tax also increased by 12.91 % at T552.85 crores compared to T489.62 crores in previous financial year. EBIDTA was increased from T921.34 crore in F.Y 2024-25 to Rs.1,033.92 crores in F.Y 2025-26.

The Consolidated Revenue from Operations and Other Income has increased from Rs.15,389.26 crores in F.Y 2024-25 to Rs.18,755.82 crores in F.Y 2025-26 representing a growth of 21.88%. PBT increased from Rs.1,241.19 crores in F.Y 2024-25 to Rs.1,462.37 crores in the F.Y 2025-26, a growth of 17.82 %. PAT increased from T909.26 crores in F.Y 2024-25 to Rs.1,060.17 crores in F.Y 2025-26, an increase of 16.60 %. EBIDTA increased from Rs.2,096.16 crores in F.Y 2024-25 to Rs.2,536.65 crores in F.Y. 2025-26 i.e., an increase of 21.01%.

TRANSFER TO RESERVES

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

OPERATIONAL HIGHLIGHTS

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

STANDALONE

Particulars	F.Y 2025-26	F.Y 2024-25
	Effective Installed Capacity (TPA)	Production (TPA)	Capacity Utilisation (%)	Effective Installed Capacity (TPA)	Production (TPA)	Capacity Utilisation (%)
1. IRON PELLET	30,00,000	24,13,195	80.44%	30,00,000	20,53,145	68%
2. SPONGE IRON	13,53,000	12,19,773	90.15%	13,53,000	12,50,898	92%
3. BILLETS	8,62,480	8,99,729	104.32%	8,62,480	8,40,043	97%
4. LONG PRODUCT	9,20,000	8,18,252	88.94%	9,20,000	7,39,196	80%
5. FERRO PRODUCT	1,12,000	1,02,840	91.82%	1,12,000	90,689	81%

CONSOLIDATED

Particulars	F.Y 2025-26	F.Y 2024-25
	Effective Installed Capacity (TPA)	Production (TPA)	Capacity Utilisation (%)	Effective Installed Capacity (TPA)	Production (TPA)	Capacity Utilisation (%)
1. IRON PELLET	60,00,000	43,64,258	73%	60,00,000	38,38,755	64%
2. SPONGE IRON	30,48,000	25,83,691	85%	29,71,409	26,62,213	88%
3. BILLETS	20,06,960	18,26,403	91%	20,06,960	17,90,277	89%
4. LONG PRODUCT	20,74,000	17,13,689	82%	20,74,000	16,28,973	78%
5. FERRO PRODUCT	2,19,920	3,14,040	143%	2,19,920	2,83,266	128%
6. ALUMINIUM	24,000	21,627	90%	24,000	20,988	87%
7. STAINLESS STEEL	2,70,000	1,98,580	74%	2,20,000	1,89,999	86%
8. PIG IRON	9,20,000	9,24,810	101%	3,85,000	2,08,196	54%
9. CR COIL/ CR	1,80,000	1,72,382	96%	80,000	31,488	39%
10. CRASH BARRIER	18,000	8,901	49%	-	-	-

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

STANDALONE

Particulars	F.Y 2025-26	F.Y 2024-25
	Quantity (Ton)	Amount ( Rs. In Crores)	Quantity (Ton)	Amount ( Rs. In Crores)
1. IRON PELLET	9,90,725	888.24	6,35,344	544.61
2. SPONGE IRON	4,12,424	947.45	4,96,408	1,243.34
3. BILLETS	87,305	331.54	1,02,342	404.09
4. LONG PRODUCT	7,54,745	3,304.21	7,10,903	3,201.11
5. FERRO PRODUCT	1,02,084	861.48	55,458.3	680.32

CONSOLIDATED

Particulars	F.Y 2025-26	F.Y 2024-25
	Quantity (Ton)	Amount ( Rs. In Crores)	Quantity (Ton)	Amount ( Rs. In Crores)
1. IRON PELLET	11,76,992	1,069.33	8,41,319	727.31
2. SPONGE IRON	9,00,844	2,134.05	10,13,407	2,568.27
3. BILLETS	1,51,054	573.80	1,74,842	693.99
4. LONG PRODUCT	15,48,607	6,742.10	14,89,068	6,710.48
5. FERRO PRODUCT	2,23,494	2,097.21	1,99,760	1,915.74
6. ALUMINIUM	21,620	821.15	20,791	715.27
7. STAINLESS STEEL	94,102	1,321.59	84,404	1,110.63
8. CR COIL	1,54,986	1,176.78	17,862	123.01
9. CR SHEETS	10,321	65.31	2,397	13.97
10. PIG IRON	6,60,237	2,240.29	94,785	320.45

During FY26, production of steel increased by 9.66 % (y-o-y) to hit a record of 5.45 MTPA as against 4.97 MTPAin FY25, whereas the sales of various steel products during FY26, also reached the highest ever level of 2.35 MTPA, an increase of 17.50 % (y-o-y) as compared to 2.00 MTPA in FY25.

On Consolidated basis the production increased from 10.67 MTPA to 12.13 MTPA, a growth of around 13.68 % y-o-y basis. whereas Sales increased from 3.94 MTPA to 4.94 MTPA, a growth of 25.38 % y-o-y basis.

STATE OF COMPANYS AFFAIRS

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

DIVIDEND DISTRIBUTION POLICY

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

https://shyam-metalics-documents.s3.ap-south-1. amazonaws.com/undefined/cfa3cedd-223c-4878-ac8e- bc3ee2071716-Dividend_Distribution_Policy.pdf.

DIVIDEND

During the year under review, your Board had initially declared an interim dividend @ 18%( Rs.1.8/- per equity share) on 22^ndJuly, 2025. The same was paid on 2^nd August, 2025.

Further, the Board has recommended final dividend @ 27% (T2.70/- per equity share) for the Financial Year 2025-26 on 11^th May, 2026 after evaluating the financial parameters of the Company and the same to be recommended for the approval of the Shareholders atthe ensuing Annual General Meeting of the Company.

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

CAPEX AND LIQUIDITY

During the period under review, the Company, on a consolidated basis spent Rs.8,630 Crores on capital projects largely towards ongoing growth projects in India, essential sustenance and replacement schemes. During the period under review, the board has approved an additional capex cost of Rs.2,700 crores by planning to enhance their integrated capacity from 24.20 MTPA to 28.57 MTPA in states of Orissa and West Bengal in phases which will be implemented in Company and their wholly owned step-down subsidiaries to expand its business in near future.

POWER

During FY26,the power generation was 375 MW as against 333 MW in FY25.

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

The SMEL Employee Stock Incentive Plan - 2023 ("ESIP-2023") was approved by the Members of the Company through postal ballot on 7^th July 2023 and subsequently amended and approved by the Members at their meeting held on 21^st September 2023. The ESIP-2023 comprises the following two schemes:

1. SMEL Performance ESOP Scheme ("ESOP-2023"); and

2. SMEL Loyalty ESOP Scheme ("ESOP 11-2023").

The schemes provide for grant of stock options to eligible employees of the Company and its subsidiary(ies), including eligible Directors, in accordance with the terms of ESIP-2023 and applicable laws, including the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"). The grant of stock options under ESIP-2023 does not form part of the remuneration payable to any Executive and/or Non-Executive Director.

Linder ESOP-2023, the options are subject to vesting over a period of four years in the ratio of 20%, 23%, 23% and 34% on the first, second, third and fourth anniversaries, respectively, of the respective grant dates. Linder ESOP 11-2023, the options vest over a period of three years in the ratio of 40%, 30% and 30% on the first, second and third anniversaries, respectively.

During the Financial Year 2025-26, the following transactions were undertaken under ESIP-2023:

Grant of Stock Options

At its meeting held on 29^th August 2025, the Nomination and Remuneration Committee granted 1,04,500 fresh stock options to five (5) eligible employees under ESOP-2023 at an exercise price of T679.43 per option, representing a discount of 25% to the prevailing market price.

Vesting of Stock Options

During the year, the second tranche of options vested on the second anniversary of the respective grant dates, as under:

On 25^th September 2025,1,38,598 options, representing 23% of the respective grants, vested in favour of 41 eligible employees under ESOP-2023.

On 27^th September 2025,3,910 options, representing 23% of the grant, vested in favour of one (1) eligible employee under ESOP-2023; and 57,900 options, representing 30% of the grant, vested in favour of five (5) eligible employees under ESOP 11-2023.

Exercise of Stock Options

On 24^th January 2026, four (4) eligible employees exercised an aggregate of 57,900 vested options arising from the second-anniversary vesting cycle under ESOP 11-2023.

Out of the above, the following Directors exercised their vested options under ESOP 11-2023:

Mr. Deepak Agarwal - 20,700 stock options Mr. Dev Kumar Tiwari - 15,600 stock options

The necessary accounting treatment in respect of the aforesaid transactions has been made in the books of account for the respective periods. The accounting policy and relevant disclosures in accordance with Ind AS 102 - Share-based Payment have been provided in the respective notes to the Standalone and Consolidated Financial Statements.

Further, the disclosures in terms of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and under Regulation 14 of the SEBI SBEB&SE Regulations are available on the website of the Company. The Company has also obtained a certificate from M/s MKB & Associates, Secretarial Auditor, confirming that the ESIP-2023, comprising ESOP-2023and ESOP 11-2023, has been implemented in accordance with the SEBI SBEB & SE Regulations and the resolutions passed by the Members. The said certificate shall be available for electronic inspection by the Members during the ensuing Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material change(s) and commitment(s), except elsewhere stated in this report, affecting the financial position of the Company between the end of the financial year of the Company i.e. March 31,2026 and the date of this Report.

There has been no change in the nature of business of the Company during the financial year ended on March 31,2026.

CREDIT RATING

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SHARE CAPITAL

During the FY 2025-26, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company is Rs.4,00,00,00,000/- (Rupees Four Flundred Crores) divided into 40,00,00,000 Equity Shares of Rs.10/- each.

There has been no change in the Paid-Up Capital of the Company as on 31^st March, 2026. The Paid-Up Capital of the Company is Rs.2,79,13,18,530/- (Rupees Two Flundred Seventy-Nine Crore

Thirteen Lacs Eighteen Thousand Five Flundred And Thirty) divided into 27,91,31,853 Equity Shares of Rs.10/- each.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

During the financial year 2025-26, Shyam SELand Power Limited (SSPL) was the Material Wholly Owned Subsidiary pursuant to Regulation 16 of the SEBI Listing Regulations.

As on 31^st March, 2026, following are the step-down subsidiaries of the company:

1. Shyam Energy Limited

2. Shree Venkateshwara Electrocast Private Limited

3. Ramsarup Industries Limited

4. Shyam Metalics International DMCC

5. S S Natural Resources Private Limited

6. Meadow Flousing Private Limited

7. Whispering Developers Private Limited

8. Nirjhar Commodities Private Limited

9. Shree Sikhar Iron & Steel Private Limited

10. SMEL Steel Structural Private Ltd.

11. Star Metalworks Private Limited

Consequent upon the purchase of the entire stake of Star Metalworks Private Limited by Shyam SEL and Power Limited (SSPL) on 29^th October, 2025, it has become the wholly-owned subsidiary of SSPL and Step-down subsidiary of SMEL.

Consequent upon acquisition of 26% Equity Share Capital in Emerge Solar Projects Private Limited ("ESPPL") by Shyam SEL and Power Limited on 14^th August, 2025, it has become an Associate Company of SSPL.

An application was filed with the National Company LawTribunal (NCLT),Kolkata Bench, on 3^,d November, 2025, seeking approval for the Scheme of Amalgamation of Shree Venkateshwara Electrocast Private Limited, a step-down subsidiary of the Company, with and into Shyam SEL & Power Limited (SSPL), a material wholly owned subsidiary of the Company.

Board of Directors, at its meeting held on 24^th January, 2026, approved the voluntary liquidation of Shyam Metalics International DMCC, incorporated in Dubai, UAE, being a wholly owned subsidiary of Shyam SEL & Power Limited and consequently a step-down subsidiary of the Company.

The Company has one Associate namely, Meghana Vyapaar Private Limited and other Associates namely Kolhan Complex Private Limited and Emerge Solar Projects Private Limited through its subsidiary, SSPL.

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

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

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

Pursuant to the provision of section 136 of the Act, the Audited Standalone and Consolidated financial statements of the company for the financial year ended 31⁵¹ March 2026 along with relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company at ttps://shyammetalics.com.

There have been no joint ventures and associates during the year under review that have become or ceased to be the joint ventures and associates, except of the companies mentioned above.

The Company has formulated a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of SEBI Listing Regulations. The policy may be accessed on the website of the Company at: ttps://shyam-metalics-documents. s3.ap-south-1 .amazonaws.com/undefined/b4f4e630-3c03- 4fc5-8b99-db91016084e0-Policy-for-determining- Material-Subsidiaries.pdf

DIRECTORS

During the period under review, Mr. Mahabir Prasad Agarwal (DIN: 00235780) relinquished his position as Chairman and Non-Executive Director of the Company with effect from the close of business hours on May 9,2025.

The Board places on record its sincere appreciation for the extraordinary contribution of Mr. Agarwal, whose vision, entrepreneurial spirit and steadfast leadership laid the foundation of the Company and guided its growth over the years. His strategic direction, commitment to excellence and enduring values have been instrumental in shaping the Company into a diversified and respected enterprise, creating sustainable value for all stakeholders.

As a mark of deep respect and recognition of his remarkable contribution to the Companys growth and success, the Board had conferred upon him the honorary designation of "Chairman Emeritus". This distinction reflects the Boards gratitude for his invaluable guidance and leadership. While the position does not involve any executive authority or management responsibilities, the Board has resolved to continue inviting Mr. Agarwal to attend all Board Meetings during his lifetime, enabling the Company to benefit from his rich experience, wisdom and counsel.

The members had approved theappointment of Mr. Brij Bhushan Agarwal (DIN: 01125056) as Chairman and Managing Director of the Company on 5^th July 2025 by means of Postal Ballot, pursuant to his appointment as Executive Chairman by the Board at its meeting held on May 9, 2025, based on the recommendation of the Nomination and Remuneration Committee.

Mr. Brij Bhushan Agarwal has been associated with the Companys growth journey since inception and has played a significant role in driving its strategic direction, operational performance and long-term value creation. His extensive industry experience, strong business acumen and deep understanding of the Companys operations have enabled the organization to achieve sustained growth and strengthen its position across its businesses.

The consolidation of leadership responsibilities underthe office of the Chairman and Managing Director reflects the Companys commitment to ensuring cohesive leadership, enhanced strategic execution and greater organizational agility. The Board is confident that under Mr. Brij Bhushan Agarwals stewardship, the Company will continue to pursue its growth aspirations, capitalize on emerging opportunities and create enduring value for all stakeholders.

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

1. The Members had approved the re-appointment of Mrs. Rajni Mishra (DIN: 07706571) as an Independent Director of the Company for a second consecutive term of five years commencing from February 12, 2026 to February 11,2031, pursuant to the approval accorded by the Board of Directors at its meeting held on November 7, 2025, based on the recommendation of the Nomination and Remuneration Committee.

Mrs. Rajni Mishra is a qualified Company Secretary and a distinguished corporate governance professional with extensive experience in company law, regulatory compliance,strategic managementand board governance. Having held leadership positions in listed companies and served as an Independent Director on the boards of reputed organizations, she brings valuable expertise in governance, corporate restructuring, sustainability and stakeholder engagement. The Board is of the view that her rich professional experience, sound judgment and deep understanding of regulatory and governance matters will continue to provide valuable guidance to the Board and contribute significantly towards strengthening the Companys governance framework and achieving its long-term strategic objectives.

2. The Members had approved the appointment of Mr. Subrata Bhattacharya (DIN: 03050155) as an Independent Director of the Company for a first term of five consecutive years commencing from February 1,2026 to January 31,2031, through a Postal Ballot on March 13, 2026 pursuant to the approval accorded by the Board of Directors at its meeting held on January 24,2026, based on the recommendation of the Nomination and Remuneration Committee, wherein he was appointed as an Additional Director in the category of Independent Director.

Mr. Subrata Bhattacharya is a highly accomplished metallurgical professional with over 39 years of extensive experience in the steel and stainless-steel industry, encompassing operations, research and development, sales and marketing, procurement, projects and international business. Having held senior leadership positions in reputed steel companies, including directorial roles in leading stainless-steel organizations, he brings significant industry expertise, strategic insight and business acumen to the Board. The Board is of the opinion that his rich experience, professional competence and integrity will further strengthen the Boards composition and contribute meaningfully to the Companys growth and governance objectives.

3. Mr. Malay Kumar De (DIN: 00117655), Independent Director had resigned from the directorship of the company w.e.f 20^th May, 2025 due to personal commitments and other professional pre-occupations.

In terms of the provisions of Section 152 of the Act read with the Articles of Association of the Company, Sheetij Agarwal (DIN: 08212992), Director retires by rotation and being eligible, offer themselves for re-appointment. Members approval is being sought at the ensuing AGM for their re-appointment.

Members of the Company had approved by mean of postal Ballot on 23^,d December 2025, the Revision in Remuneration of Mr. Sheetij Agarwal (DIN: 08212992) and Mr. Dev Kumar Tiwari (DIN: 02432511), Whole Time Directors of the Company, for the existing terms w.e.f. 1^st April, 2026 till 9^th November, 2028 and w.e.f. 1^st April,2025 till 27^th March, 2027 respectively.The revised remuneration structure was approved by the Board based on the recommendation of the Nomination and Remuneration Committee.

During the financial year under review, Mr. Brij Bhushan Agarwal, Chairman & Managing Director of the Company, has received a remuneration of T2.65 crores from the Company. Further, he has also drawn a remuneration of T2.70 crores from M/s, Shyam Sel and Power Limited, the wholly owned material subsidiary.

During the financial year under review, Mr. Sanjay Kumar Agarwal, Joint Managing Director, of the Company has received a remuneration of T67.50 lakhs from the Company. Further, he has also drawn a remuneration of Rs.69 lakhs from M/s. Shyam Sel and Power Limited, the wholly owned material subsidiary.

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

As on 31^st March, 2026 and in terms of Section 149 of the Companies Act, 2013 Mr. Kishan Gopal Baldwa, Mr. Nand Gopal Khaitan, Mr. Subrata Bhattacharya, Mr. Shashi Kumar, Mr. Chandra Shekhar Verma and Ms. Rajni Mishra are the Independent Directors of the Company.

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

KEY MANAGERIAL PERSONNELS (KMP)

In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31^st March, 2026:

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

b) Mr. Sanjay Kumar Agarwal - Joint Managing Director

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

d) Mr. Sheetij Agarwal - Whole-time Director

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

f) Mr. Birendra Kumar Jain - Company Secretary

Apart from the changes mentioned in Directors, there were no changes in Key Managerial Personnel of the Company during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

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

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

PERFORMANCE EVALUATION

The Company recognizes that a robust performance evaluation framework is an essential element of good corporate governance and contributes significantly towards enhancing the effectiveness of the Board and its Committees. Accordingly, an annual evaluation exercise was undertaken during the year in respect of:

The Board of Directors as a whole Various Committees of the Board Individual Directors, including the Chairman of the Board

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the applicable provisions of the SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI, the Company carried out a comprehensive evaluation of the performance of the Board, its Committees and individual Directors for the financial year ended 31^st March, 2026.

The evaluation framework was designed to assess the overall effectiveness of the Board in discharging its responsibilities and providing strategic direction to the Company. The assessment also focused on the functioning and effectiveness of various Board Committees, quality of deliberations, decision-making processes, governance standards, and the contribution made by individual Directors towards the achievement of the Companys objectives.

The evaluation of Directors included an assessment of their participation in Board and Committee meetings, understanding of the business and industry environment, contribution to strategic discussions, guidance provided to management, and commitment towards safeguarding the interests of all stakeholders.

The evaluation process was conducted internally through structured questionnaires covering various qualitative and quantitative parameters. The Directors submitted their responses independently and confidentially using a predefined rating mechanism. The feedback received was reviewed and deliberated upon by the Independent Directors at their separate meeting, following which their observations and recommendations were placed before the Chairman of the Nomination and Remuneration Committee ("NRC").

The Independent Directors reviewed the performance of the Chairman, Non-Independent Directors and the Board as a whole at their separate meeting held on 30^th March, 2026. Thereafter, the NRC, at its meeting held on 9^th May, 2026, considered the evaluation outcome done by Independent Directors and submitted its recommendations to the Board.

The Board of Directors, at its meeting held on 11^th May, 2026, noted and discuss the evaluation done by Independent Directors as recommended by NRC and also discussed the evaluation results relating to its own performance, that of its Committees and individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Directors whose performance was being evaluated.

Based on the evaluation exercise and the recommendations received, the Board noted that its composition, functioning and governance processes continue to remain effective and are aligned with the Companys long-term strategic objectives. The Board also expressed satisfaction with the evaluation process and its outcomes.

INDEPENDENT DIRECTORS MEETING

The Independent Directors held separate meetings on 23^,d January, 2026 and 30^th March 2026, in the absence of the Non-Independent Directors and the managerial personnel. The meetings provided an opportunity to review and assess the overall effectiveness of the Board, its committees and individual Directors, including the Chairman of the Company.

The Independent Directors also examined the quality, sufficiency and timeliness of information flow from the management to the Board and its Committees and considered whether such information enabled the Directors to effectively discharge their fiduciary and governance responsibilities. The deliberations further covered various matters relating to Board processes, governance standards and the overall functioning of the Board.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of the training and familiarization program are provided in the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website, at https://shyammetalics. com/static/media/familiarisation-progra mme_2024- 25.153a9c1a4002c9e440f8.pdf

BOARD AND COMMITTEES OF THE BOARD Board Meetings:

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

Committee of the Board:

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

Nomination and Remuneration Committee

Corporate Social Responsibility Committee Stakeholders Relationship Committee Risk Management Committee Executive Committee

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

LISTING ON STOCK EXCHANGES

The Companys shares are listed on Bombay Stock Exchange Limited (BSE) with scrip code: 543299 and the National Stock Exchange of India Limited (NSE) with scrip code SHYAMMETL. The Company has paid the requisite listing fees to the Stock Exchanges for the financial year 2025-26.

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

DEPOSITS

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

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Act read with rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, your Company has in place Related Party Transactions Policy dealing with related party transactions. The policy may be accessed at: ittps://shyam-metalics-documents.s3.ap-south-1. amazonaws.com/undefined/b212d826-d07b-49fc-8046- 18f8de33ac1 b-Related%20Party%20Transaction_Policy.pdf.

During the year under review, all related party transactions entered 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. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. There were no materially significant related party transactions made by the Company during the year that would have required the approval of the shareholders under Regulation 23 of the SEBI Listing Regulations.

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

Details of related party transactions entered by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Accounts 2025-26.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the note no. 7 to the Standalone Financial Statement.

CODE OF CONDUCT

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

The same can be accessed on the Companys website at weblink: https://shyam-metalics-documents.s3.ap-south-1. amazonaws.com/undefined/abbe0fa8-bd51-434f-89ec- 33801f5500a6-SMEL_Policy-Doc_Code-of-Conduct.pdf

SECRETARIAL STANDARDS

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

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the policy on Nomination and Remuneration of Directors, KMPsand Senior Management of your Company and the criteria for determining qualifications, positive attributes and Independence of a director as specified in the relevant provision is uploaded on the website of the Company and may be accessed at: https://shyam-metalics-documents. s3.ap-south-1 .amazonaws.com/undefined/c5246fa2-61 db- 401 e-9299-1 e9e289b4312-Nomination-and-Remuneration- Policy.pdf.

The salient features of the Nomination & Remuneration Policy of the Company are provided herein-under:

The Policy outlines clear and transparent criteria for the appointment of Directors, taking into consideration factors such as professional qualifications, relevant experience, integrity, time commitment, and governance capabilities. It prescribes a structured recruitment process for Senior Management Personnel, ensuring alignment with organizational requirements and strategic objectives.

It defines the components of remuneration for Directors, Senior Management, and other employees, along with the guiding principles and factors for determining such remuneration.

It incorporates remuneration benchmarking practices to ensure competitiveness and support the retention of high-performing talent across the organization.

The Policy provides for the grant of Employee Stock Options (ESOPs) to eligible employees, including Key Managerial Personnel (KMPs), based on performance, subject to the approval of the Nomination and Remuneration Committee and in compliance with applicable legal and regulatory provisions.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

STATUTORY AUDITORS AND AUDIT REPORTS

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

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

INTERNAL AUDITORS

In terms of the provisions of section 138 of the Companies Act, 2013, M/s Ernst & Young LLP were appointed as the Internal Auditors for FY 2025-26. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The reports and deviations are regularly discussed with the management and actions are taken, whenever necessary and in parallel, the Audit Committee, inter-alia, reviews the Internal Audit Report.

INTERNAL FINANCIAL CONTROLS

The Company has established a comprehensive framework of internal financial controls commensurate with the size, scale and complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, compliance with applicable laws and regulations, safeguarding of assets, and the efficient conduct of business activities.

The internal control framework encompasses well-defined policies, procedures and monitoring mechanisms aimed at ensuring the integrity of financial and operational processes, prevention and detection of frauds and irregularities, maintenance of accurate accounting records, and timely preparation of reliable financial information and disclosures.

The Audit Committee, on behalf of the Board, periodically evaluates the adequacy and effectiveness of the Companys internal control environment and recommends measures for its continual strengthening and enhancement. The Committee also reviews key aspects relating to budgetary controls, cost management, financial discipline, accounting processes, risk mitigation measures and physical verification systems to ensure robust governance and operational efficiency.

During the financial year under review, the effectiveness of the internal financial controls, including controls over financial reporting, was assessed and reviewed. Based on such review, no material weakness or significant deficiency in the design or operating effectiveness of the internal financial control system was identified.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014,andtheamended provisions of Regulation 24A of SEBI Listing Regulations, the Members of the Company at the Annual General Meeting held on 26^th August, 2025 approved the appointment of M/s. MKB& Associates, (FRN: P2010WB042700) a firm of Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct secretarial audit for a period of 5 (Five) years commencing from FY 2025-26 to FY 2029-30.

FCS Mukesh Chaturvedi, Practicing Company Secretaries (COP No:3390) had undertaken secretarial audit of the Companys material unlisted wholly owned subsidiary i.e., Shyam Sel and Power Limited (SSPL) for FY 2025-26.

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

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

The Board of Directors of Shyam Sel and Power Limited has re-appointed FCS Mukesh Chaturvedi, Practicing Company Secretary, as the Secretarial Auditor of Shyam Sel and Power

Limited, the Companys material unlisted Wholly Owned Subsidiary, for the financial year 2025-26.

COST AUDITORS AND COST AUDIT REPORT

M/s. BSS & Associates (FRN: 001066), Cost Accountants, the Cost Auditors of the Company submitted the cost Audit Report for the year 2024-25 within the time limit prescribed under the Act and Rules made thereunder.

During the period under review, pursuant to Section 148 of the Act read with Rules framed thereunder, the Board had appointed M/s. BSS & Associates (FRN: 001066), Cost Accountants to conduct the Audit of the cost records of the company for the financial year 2025-26. The Report of Cost Auditors for the Financial Year ended March 31,2026 is under finalisation and will be filed with MCA within prescribed time.

The Board of Directors, on recommendation of Audit Committee appointed M/s. BSS & Associates (FRN: 001066), Cost Accountants, as the Cost Auditors of the Company for auditing the cost records of the Company for the financial year 2026-27, subject to the ratification of remuneration by the Shareholders ofthe Company in the 24^th AGM of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration of Rs.55,000/- plus applicable taxes and actual out of pocket expenses incurred in connection with the cost audit for the financial year 2026-27 will be included in the Notice convening the 24^th AGM ofthe Company. The company has received the necessary declaration and consent from the partner, Mr Abhimanyu Nayak(FCMA No. 30656) on behalf of M/s. BSS & Associates (FRN: 001066), Cost Accountants.

MAINTENANCE OF COST RECORDS

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

REPORTING OF FRAUD

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

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors of the Company is entrusted with assisting the Board in discharging its responsibilities towards management of material business risk (material business risks include but is not limited to operational, financial, sustainability, compliance, strategic, ethical, reputational, product quality, human resource. industry, legislative or regulatory and market related risks) including monitoring and reviewing ofthe risk management plan / policies in accordance with the provisions of SEBI Listing Regulations.

As on 31^st March 2026, the Risk Management Committee comprised of Mr. Kishan Gopal Baldwa as Chairman, Mr. Brij Bhushan Agarwal and Mr. Deepak Agarwal as Members.

The Company also has a Risk Management Policy which lays down the frameworkfor identification and mitigation of various risks. The specific objective of this Policy is to assess risks in the internal and external environments and incorporates mitigation plans in its business strategy and operation plans. Based on the recommendation of the Risk Management Committee, the Board of Directors revised the Risk Management Policy during the year.

The Risk Management Framework is reviewed periodically by the Audit Committee and Risk Management Committee ofthe Board. The Board has not identified any material risk which, in its opinion, may threaten the existence ofthe Company.

HUMAN RESOURCES

The Company firmly believes that its employees are the cornerstone of its sustained growth and competitive strength. Building a capable, motivated and future-ready workforce remains a key priority, and the Company continues to invest in initiatives aimed at attracting, nurturing and retaining high-calibre talent across its operations.

A well-defined talent acquisition process enables the Company to identify individuals whose skills, values and aspirations align with its long-term business objectives. In addition to meeting current operational requirements, the recruitment strategy focuses on developing a strong leadership pipeline and enhancing organizational capabilities for future growth.

Learning and development continue to be integral components of the Companys human resource strategy. Through its dedicated training infrastructure and structured development programmes, employees are provided opportunities to enhance their technical competencies, managerial capabilities and leadership skills. Training interventions are periodically designed and implemented based on business priorities, functional requirements and individual development needs.

The Company is committed to fostering a collaborative, inclusive and performance-driven work culture where employees are encouraged to take initiative, embrace innovation and contribute meaningfully towards organizational success. By aligning individual goals with corporate objectives, the Company seeks to create an environment that promotes professional growth, accountability and excellence.

To support employee development and recognize merit, the Company has implemented a robust performance management framework that facilitates objective assessment of performance, identification of high-potential talent and planning for career advancement. The framework also supports succession planning and capability-building initiatives across various levels of the organization.

The Companys continued focus on employee engagement, capability enhancement and leadership development has enabled it to build a resilient and agile workforce that remains well-positioned to support its strategic ambitions and long-term sustainable growth.

CORPORATE SOCIAL RESPONSIBILITY

The Company believes that sustainable business growth is intrinsically linked with the socio-economic development of the communities in which it operates. Guided by this philosophy, the Company remains committed to creating long-term value for society through meaningful and inclusive development initiatives aimed at improving the quality of life of underprivileged and vulnerable sections of the community.

The Companys Corporate Social Responsibility ("CSR") initiatives are implemented through the Shyam Metalics Foundation and are focused on a broad spectrum of developmental areas, including education, healthcare, women empowerment, sports promotion, skill development, livelihood enhancement, environmental sustainability and community welfare. Through these initiatives, the Company strives to contribute towards nation-building while fostering inclusive and sustainable growth.

To ensure effective governance and oversight of CSR activities, the Company has established a structured framework involving active participation of the Board of Directors, the CSR Committee and the Shyam Metalics Foundation. The CSR Policy of the Company provides the guiding principles and implementation framework for undertaking CSR programmes in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. Based on the recommendations of the CSR Committee, the Board periodically reviews and approves the CSR initiatives and monitors their implementation and effectiveness.

The Company maintains robust processes for project selection, due diligence, implementation, monitoring and reporting to ensure transparency, accountability and optimum utilization of resources. The CSR Policy is available on the Companys website at https://shyam-metalics-documents.s3.ap-south-1. a mazona ws.com/undefi ned/63e3cea c-06e0-4038-a662- 8fdaeb129e4a-SMEL_Policy-Doc_CSR-Policy.pdf.

The Annual Report on CSR activities for the financial year 2025-26, as required under the Companies Act, 2013, forms part of this Report as Annexure-V.

Pursuant to the provisions of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the Company undertook an independent impact assessment of its major CSR projects. Accordingly, the Board appointed Median Research & Consulting Pvt. Ltd., an independent external agency, to evaluate the impact of selected CSR interventions implemented during the financial year 2024-25.

The impact assessment study highlighted the positive outcomes generated through the Companys CSR initiatives across various focus areas, including education, healthcare, water and sanitation, environmental sustainability, skill development, promotion of sports and culture, livelihood enhancement and animal welfare. The assessment observed measurable improvements and meaningful social impactacross the communities and locations covered under the Companys CSR programmes.

The CSR Committee and the Board of Directors reviewed and took note of the findings of the Impact Assessment Report at their respective meetings held on 9^th May, 2026 and 11^th May, 2026. The detailed Impact Assessment Report is available on the Companys website for the information of stakeholders at https://shyam-metalics-documents. s3.ap-south-1 .amazonaws.com/undefined/253994cc-088c- 4729-8179-a3c28e6f7303-SMEL%20-%20CSR%20lmpact%20 Assessment%20Report%20FY2024-2025.pdf

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFCs) and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including the audit of IFCs over financial reporting by the Statutory Auditors and reviews performed by the management and the relevant Board Committees, including the Audit Committee, The Board is of the opinion that the Companys IFCs are adequate and effective during F.Y 2025-26.

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

(a) in the preparation ofthe annual accounts for theyear ended March 31,2026, the applicable accounting standards have been followed along with proper explanation and there are no material departures;

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

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

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

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

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

OTHER INFORMATION CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out in Regulation 17 to Regulation 27 of the SEBI Listing Regulations. The report on Corporate Governance, for the financial year ended 31^st March, 2026, as stipulated in Regulation 34 read with Schedule V of the SEBI Listing Regulations forms an integral part of this Annual Report.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In compliance with Regulation 34(2)(f) of SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR), together with the Report on assurance of the BRSR Core issued by an Independent Assurance provider, is being presented to the stakeholders as a part of this Integrated Report describing initiatives undertaken from an environmental, social and governance perspective.

The Board reviews the Companys BRSR and BRSR Core disclosures to satisfy itself regarding their completeness, reliability and alignment with the Companys governance framework, risk management processes and sustainability priorities.

The Policy on Business Responsibility and Sustainability Report (BRSR) has been uploaded on the website of the Company at www.shyammetalics.com and is available at the link ittps://shyam-metalics-documents.s3.ap-south-1. amazonaws.com/undefined/9a24e298-d453-4e7a-9437- ae8746920636-Business-Responsibility-Policy.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 ofthe SEBI Listing Regulations, a separate section titled "Management Discussion and Analysis Report" (MDA), forms part ofthe Annual Report.

ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3) (a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31,2026 has been uploaded on the website of the Company on the following link: ittps://shyam-metalics- documen ts.s3.a p-south-1.a mazonaws.com/undefined/ ed96167e-e96c-4e46-85e1-4db3bc58b84a-AC5025703.pdf

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to maintaining the highest standards of ethical conduct, integrity, transparency and accountability in all its business activities. In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 ofthe SEBI Listing Regulations, the Company has established a Whistle Blower Policy and Vigil Mechanism.

The Vigil Mechanism provides a secure and confidential platform for employees. Directors and other eligible stakeholders to report genuine concerns relating to unethical conduct, suspected or actual fraud, violations of applicable laws, regulations, the Companys Code of Conduct, or any other improper practices that may adversely affect the interests ofthe Company and its stakeholders.

The mechanism is designed to ensure that all concerns are addressed in a fair, transparent and impartial manner.

It incorporates adequate safeguards against retaliation, discrimination or victimisation of any person who reports concerns in good faith. The Policy also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional circumstances.

The Audit Committee periodically reviews the functioning and effectiveness of the Vigil Mechanism. During the year under review, no person was denied access to the Audit Committee under the Whistle Blower Policy and Vigil Mechanism. The Whistle-blower Policy is available on our website, at https://shyam-metalics-documents.s3.ap-south-1. amazonaws.com/undefined/6d0edb3b-21 c0-429a-b5dc- al 0f1aeee863-Whistle%20Blower%20Policy.pdf.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to fostering a professional, inclusive and respectful work environment in which every employee is treated with dignity and respect. The Company maintains a zero-tolerance approach towards any form of sexual harassment and is dedicated to providing a workplace that is safe, secure and free from discrimination, intimidation and harassment.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has implemented a comprehensive Policy on Prevention of Sexual Harassment at Workplace. The Policy applies to all employees, including permanent, temporary, contractual and trainee personnel, and provides a structured framework for the prevention, prohibition and redressal of complaints relating to sexual harassment.

To ensure effective implementation of the Policy, Internal Complaint Committees have been constituted at all applicable locations of the Company in accordance with the requirements of the POSH Act. These Committees are entrusted with the responsibility of receiving, investigating and resolving complaints in a fair, confidential and time-bound manner, while ensuring adherence to the principles of natural justice.

The Company continues to undertake appropriate awareness and sensitization initiatives and has established suitable procedures and mechanisms to address concerns relating to workplace harassment promptly and effectively.

During the financial year under review, no complaint pertaining to sexual harassment was received or reported under the provisions of the POSH Act.

DISCLOSURE OF COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFIT ACT, 1961

During the FY2025-26, the Company has complied with all the applicable provisions relating to the Maternity Benefit Act, 1961

AWARDS AND RECOGNITIONS

The Company was honoured with multiple prestigious awards, underscoring its unwavering commitment to operational excellence, organizational culture, and people-centric leadership during the financial year 2025-26.

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

Global Awards for Leadership, Excellence and Technology from Human Resource Association of India (HRAI), Our leaders foster a culture of collaboration, innovation, and high performance, ensuring that every employee contributes towards achieving organizational goals while upholding the highest standards of safety, quality, and ethical conduct. Through continuous learning and capability building, we strive to develop future-ready leaders who can successfully navigate evolving business challenges.

Technology is a key enabler of Shyam Metalics and Energy Limiteds growth and operational excellence. We leverage modern manufacturing technologies, automation, digital solutions, and data-driven decision-making to enhance productivity, improve product quality, optimize resource utilization, and strengthen sustainability initiatives.

INDUSTRIAL RELATIONS

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

MISCELLANEOUS

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

2. The Company had not entered into any one-time settlement with any Bank or any Financial Institution.

GREEN INITIATIVES

The Company remains committed to environmentally responsible business practices and continues to support the Green Initiative promoted by the Ministry of Corporate Affairs ("MCA"), Government of India. As part of its sustainability efforts and in line with regulatory initiatives aimed at reducing paper consumption, the Company has adopted electronic modes of communication for dissemination of corporate information to its stakeholders.

Accordingly, important shareholder communications, including the Annual Report, Notice of the Annual General Meeting and other statutory documents, are being transmitted electronically to those Members whose e-mail addresses are registered with their Depository Participants ("DPs") or the Companys Registrar and Transfer Agent ("RTA"). The Company also extensively leverages digital platforms and electronic modes for conducting meetings and stakeholder interactions, thereby contributing towards the reduction of its environmental footprint.

In accordance with the applicable circulars issued by the MCA and the Securities and Exchange Board of India ("SEBI"), the Notice convening the 24^th Annual General Meeting and the Annual Reportforthefinancialyear2025-26are being circulated to the Members through electronic means only.

Members who have not yet registered or updated their e-mail addresses are encouraged to do so with their respective DPs or the Companys RTA to ensure seamless receipt of all shareholder communications, notices, reports and other important information in electronic form.

ACKNOWLEDGEMENTS

The Board of Directors wishes to place on record its sincere appreciation and gratitude to all stakeholders whose continued trust, support and collaboration have contributed significantly to the Companys performance and progress during the year. The Board acknowledges the valuable association and support received from customers, suppliers, vendors, business partners, bankers, financial institutions and other associates, both in India and overseas.

The Board also expresses its gratitude to the Central Government, the Governments of West Bengal and Odisha, regulatory and statutory authorities, stock exchanges, municipal and local authorities, and other government agencies for their continued guidance, cooperation and support. The Company is equally thankful to the communities in and around its areas of operation for their goodwill and encouragement.

The Directors convey their heartfelt appreciation to the Companys shareholders and investors for their unwavering confidence in the Companys vision, strategy and long-term growth prospects. Their continued trust serves as a source of inspiration and motivation for the Company to strive for excellence and create sustainable value.

The Board further places on record its deep appreciation for the dedication, commitment and collective efforts of the employees, workmen and members ofthe managementteam, whose resilience and perseverance have been instrumental in navigating challenges and achieving the Companys objectives. The Board also acknowledges the valuable contributions of the Independent Directors and Non-Executive Directors whose insights, experience, guidance and constructive counsel continue to strengthen the Companys governance framework and support informed decision-making in pursuit of its strategic goals.

The Board remains confident that with the continued support of all stakeholders, the Company is well-positioned to build upon its achievements and create enduring value in theyears ahead.