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)

FERRO ALLOYS BUSINESS - INDUSTRY AT
A GLANCE

The Indian ferro alloys industry plays a critical role in
the country's 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
industry's 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,
Government's 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.
Country's 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:

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

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

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

Ý The Government's 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 sector's
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, Company's 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 Company's
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 long¬
term 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
Company's production capacity and overall performance.
Additionally, a decline in market prices adversely affected
the Company's profitability. The industry also faced stiff
competition from imports originating from Bhutan,
which were available at highly competitive prices, further
challenging the Company's 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 Company's 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:

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
Company's 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 Company's 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 Company's 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 Company's
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 Company's 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 Company's
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:

Ý In the preparation of Annual Accounts, the applicable

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

Ý 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.

Ý 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.

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

Ý 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.

Ý 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 arm's 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 self¬
explanatory 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 arm's
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
Company's 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 Company's 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 Company's 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:

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
Company's website under the weblink https://www.
shyamcenturyferrous.com/code policies/CSR-Policy.
pdf.

EVALUATION OF THE BOARD'S 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 Board's 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 Company's 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 Company's 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
Hon'ble 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 it's 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 re¬
appointment. 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.

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 Company's
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 Company's 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 Company's
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: 21^st May, 2025 (DIN: 00223718) (DIN: 03330313)