Churiwala Securities Pvt. Ltd. - leading and respected retail broking in India with over 3 decades of experience in creating wealth for investors with expertise in personalised investment planning in Equities / Portfolio Advisory for HNI & Retail clients.

Shah Metacorp Ltd			Industry : Steel - Medium / Small


BSE Code:	533275	NSE Symbol:	SHAH	P/E(TTM):	21.25

ISIN Demat:	INE482J01021	Div & Yield %:	0	EPS(TTM):	0.2

Book Value(Rs):	2.7800286	Market Cap ( Cr.):	252.4	Face Value(Rs):	1

Change Company

Dear Shareholders,

Your directors are pleased to present the 26^th Annual Report (Integrated) on the business and operations of the Company and the audited financial statements for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The Board's Report is prepared based on the standalone financial statements of the Company. The Company's financial performance for the year under review (standalone and consolidated) along with previous year's figures are given hereunder (Rs. In Lakhs)

		Financial Year Ended
Particulars	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	17,078.48	9,187.22	17,615.60	9,676.54
Other Income	302.33	435.26	302.33	435.26
Total Revenue (I + II)	17,380.81	9,622.48	17,917.93	10,111.80
Expenditure
(a) Cost of materials consumed	15,302.82	6,057.94	15,795.16	6,539.38
(b) Purchases of stock-in-trade	-	1,870.35	-	1,870.35
(c) Changes in inventories of finished goods, work-in-progress and stock-in- trade	(191.08)	171.02	(191.08)	171.02
(d) Employee benefits expense	142.71	131.72	149.28	132.90
(e) Finance costs	3.59	1.43	3.98	1.43
(f) Depreciation and amortisation expense	362.97	352.32	362.97	352.32
(g) Other expenses	738.05	602.95	744.34	603.92
Total Expenses (IV)	16,359.06	9,187.73	16,864.65	9,671.32
Profit / (Loss) before Exceptional Items and Tax (III - IV)	1,021.75	434.75	1,053.28	440.48
Exceptional Items	2,482.20	-	2,482.20	-

Profit / (Loss) before Tax (V-VI)	3,503.95	434.75	3,535.48	440.48
Tax expense
(a) Current Tax	-	-	(7.95)	-
(b) Deferred Tax	(267.53)	(14.16)	(267.53)	(14.16)
(c) Adjustment of Earlier Year Tax	-	-	-	-
Profit / (Loss) from continuing operations (VII-VIII)	3,236.42	420.59	3,260.00	426.32
Profit/(Loss) from discontinued operations (VII-VIII)	-	-	-	-
Tax expense of discontinued operations	-	-	-	-
Profit/(Loss) from discontinued operations after tax (X-XI)	-	-	-	-
Profit / (Loss) for the Period (IX+XII)	3,236.42	420.59	3,260.00	426.32
Other Comprehensive Income	(0.64)	7.10	(0.19)	7.10
Total Comprehensive Income for the period (XIII+XIV)	3,235.78	427.69	3,259.81	433.42
Paid up Equity Share Capital (Face Value of Rs 1/- each)	5,938.79	4,193.39	5,938.79	4,193.39
Earning per equity share (face value of Rs 1/- each)
1) Basic	0.61	0.11	0.61	0.11
2) Diluted	0.61	0.11	0.61	0.11

2. REVIEW OF BUSINESS OPERATIONS:

The highlights of the Company's performance on Standalone basis are as under: a) Revenue from the operations reached to 17,078.48 lakhs in FY 2025 as against 9,187.22 lakhs in FY 2024, a growth of around 85.89% year on year. b) The total income increased by 80.63% from 9,622.48 lakhs in FY 2024 to 17,380.81 lakhs in FY 2025.

c) The Company recorded a Profit before Exceptional Items and Tax of Rs.10,21.75 lakh, more than double the Rs. 4,347.50 lakh reported in FY 2023-24. An Exceptional Item income of Rs. 24,82.20 lakh in FY 2024-25 significantly enhanced profitability. As a result, Profit before Tax surged to Rs. 35,039.50 lakh, as compared to Rs. 4,347.50 lakh in the previous year.

During the financial year ended March 31, 2025, the Company reported a robust improvement in its consolidated financial performance, reflecting strong operational growth, enhanced efficiency, and strategic execution across its business segments. Key financial highlights for FY 2024-25 as compared to FY 2023-24 are summarized below:

a) Revenue from Operations increased significantly by 82.06%, reaching Rs. 1,76,156.00 lakh, as compared to Rs. 96,765.40 lakh in the previous year. This strong growth was driven by higher demand, improved market penetration, and efficient capacity utilization. b) Total Revenue rose to Rs. 1,79,179.30 lakh, reflecting a substantial growth of 77.28% over Rs. 1,01,118.00 lakh in the previous financial year. c) Profit Before Exceptional Items and Tax more than doubled, growing by 139.17% to Rs. 10,532.80 lakh from Rs. 4,404.80 lakh in the previous year, reflecting improved profitability from core operations. The Company recognized Exceptional Income of Rs. 24,82.20 lakh during the year, significantly enhancing the bottom line. As a result, Profit Before Tax surged to Rs. 35,354.80 lakh, representing an exceptional growth of 702.54% over Rs. 4,404.80 lakh in FY 2023-24.

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

Product Name	Qty. MT	Percentage
S.S. INGOT	4569.528	34.01%
S.S. ANGLE	3991.025	29.69%
S.S. FLAT	2198.219	16.35%
S.S. ROUND BARS	4513.888	33.58%
S.S. BRIGHT BAR	2104.938	15.66%
S.S. WASTAGE & SLAG	191.64	1.42%

The operational performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

The Consolidated Financial Statements for the financial year 2025-26 of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

3. STATE OF COMPANY'S AFFAIRS: (i) The Financial Summary or Highlights:

During the financial year ended March 31, 2025, the Company delivered strong growth in both revenue and earnings. On a consolidated basis, the Revenue from Operations stood at Rs. 17,615.60 lakh, reflecting an increase of approximately 82.06% over the previous year's revenue of Rs. 9,676.54 lakh. The EBITDA (Earnings Before Interest, Tax, Depreciation, and Amortization) for the year was Rs. 3,535.48 lakh, as compared to Rs. 440.48 lakh in FY 2023 24, representing substantial year-on-year growth. On a standalone basis, the Revenue from Operations amounted to Rs. 17,380.81 lakh, as against Rs. 9,622.48 lakh in the previous financial year, registering a growth of approximately 80.66%. The Standalone EBITDA for the year was Rs. 3,503.95 lakh, compared to Rs. 434.75 lakh in FY 2023 24.

This notable performance reflects improved operational efficiency, increased business volumes, and effective cost management during the year under review.

(ii) The Change in the Nature of Business:

The Company is leading manufacturer, exporter and supplier of Stainless-Steel long Products (Stainless Steel Bars) and during the year company was engaged in the business in two segments a) Stainless Steel Products and b) Agricultural Products. The Chief Operational decision maker monitors the operating results of its business segment separately for the purpose of making decision. Operating segment has been identified on the basis of nature of products and other quantitative criteria specified in the Ind AS 108. The details of segment reporting in details mentioned in the Notes to the Financials.

During the year, Company approved investment in Western Urja Private Limited for acquiring 50.01% shares from existing shareholders of Western Urja Private Limited.

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

5. MEETINGS OF THE BOARD, COMMITTEES & COMPLIANCE TO SECRETARIAL STANDARDS: Meetings of the Board of Directors: During Financial Year 2025, Seven (7) board meetings were held. The details of the meetings of the Board of Directors and its Committees are given in the Corporate Governance Report, which forms an integral part of this Report. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The Committees of the Board usually meet the before or on the same day of the Board meeting, or whenever the need arises for transacting business. During the year under the review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meeting of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings).

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

Committees Meetings:

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes. The Committees and their Composition as on March 31, 2025 are as follows:

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

(i) Audit Committee:

During FY 2025, Board reconstituted Audit Committee on 29.07.2024. and also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

(ii) Nomination and Remuneration Committee:

During FY 2025, Board reconstituted Nomination and Remuneration Committee ((Section 134(3) on 29.07.2024. and also meets with the requirements of Section 178(2) & (3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The NRC Policy of the Company can also be accessed on the Company's website at https://www.gyscoal.com/wpcontent/uploads/2021/07/Nomination_and_Remuneration_Policy.pdf.

The salient features of the NRC Policy have been disclosed in the Corporate Governance Report forming an integral part of this report.

(iii) Stakeholders' Relationship Committee:

During FY 2025, Board reconstituted Stakeholders' Relationship Committee on 29.07.2024. and also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iv) Committee of Directors:

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

(v) Independent Directors' Meeting

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on January 10, 2025 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year Members Annual General Meeting was held on September 30, 2024 and Extra Ordinary General Meeting held on March 05, 2025 and Resolution passed through Postal Ballot on April 28, 2024.

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

6. DIVIDEND:

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

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

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

7. INVESTORS EDUCATION AND PROTECTION FUND:

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

8. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2024-25 in the statement of profit and loss.

9. PUBLIC DEPOSITS:

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

10. SHARE CAPITAL:

The Total Authorised Share Capital of the Company as on the date of the Report is Rs. 1,10,00,00,000 (Rupees One Hundred and Ten crores only) consisting of 1,10,00,00,000 (One Hundred and Ten crore only) Equity Shares of Re. 1 (Rupee One) each.

During the year, Company has increased its authorized Share capital from Rs. 70,00,00,000/- (Rupees Seventy Crore only) divided into 70,00,00,000 (Seventy Crore) of Re. 1 each Equity Shares to Rs. 75,00,00,000/- (Rupees Seventy-Five Crore only) divided into 75,00,00,000 (Seventy-Five Crore) Equity Shares of Re. 1/- each through Postal Ballot on Sunday, April 28, 2024.

Further, Company has increased its authorized Share capital from Rs. 75,00,00,000/- (Rupees Seventy-Five Crores only) divided into 75,00,00,000 (Seventy-Five Crores) of Re. 1 each Equity Shares to Rs. 90,00,00,000/- (Rupees Ninety Crores only) divided into 90,00,00,000 (Ninety Crores) Equity Shares of Re. 1/- each through Annual General Metting held on Monday, September 30, 2024.

Further, Company has increased its authorized Share capital from Rs. 90,00,00,000/- (Rupees Ninety Crores only) divided into 90,00,00,000 (Ninety Crores) of Re. 1 each Equity Shares to Rs. 1,10,00,00,000/- (Rupees One Hundred and Ten Crores only) divided into 1,10,00,00,000 (One Hundred and Ten Crores) Equity Shares of Re. 1/- each through Extra- Ordinary General Metting held on Wednesday, March 05, 2025.

The Total Paid-up Share Capital of the Company as on March 31, 2025 was Rs. 59,38,78,676 consisting of 59,38,78,676 Equity Shares of Re. 1 (Rupee One) each. During the year paid-up capital of the company was increased from Rs. 41,93,38,676 to Rs. 59,38,78,676. The Paid-up capital of the Company as on the date of the Report is Rs. 88,52,10,866 consisting of 88,52,10,866 Equity Shares of Rs. 1 (Rupee One) each.

During the year under review, the Company had allotted 17,45,40,000 equity shares of Rs. 1 each fully paid up at issue price of Rs. 4.02/- (Premium of Rs. 3.02/-) each raised through preferential basis and convertible warrants into equity shares as per mentioned below details.

7,54,75,727 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each to Non- Promoters on August 01, 2024. 1,43,56,199 equity shares issued to non-promoters and 4,45,00,000 Convertible Warrants in to Equity Shares issued to Ms. Mona Shah, Promoter; of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each on August 02, 2024. 75,31,258 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each to Non- Promoters on August 03, 2024. 161,69,154 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each to Non- Promoters on August 05, 2024. 2,94,42,786 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each to Non- Promoters on August 06, 2024. 24,876 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.02 each to Non- Promoters on August 07, 2024. 2,25,40,000 Convertible Warrants in to Equity Shares on preferential basis at the issue price of Rs. 3.24 each to Ms. Mona Shah, Promoter (on conversion of loan) on August 22, 2024 and 90,00,000 Convertible Warrants into Equity Shares on preferential basis at the issue price of Rs. 3.24 each to Ms. Mona Shah, Promoter (on conversion of loan) on December 21, 2024.

After the closing of financial year, the company has allotted shares as per below and accordingly the Issues and paid-up share capital increase to Rs. 88,52,10,866 (comprising 88,52,10,866 equity shares of Re. 1 each). The equity shares so allotted rank pari-passu with the existing equity shares of the Company. Except as stated herein, there was no other change in the share capital of the Company.

During the Financial year, under review company has allotted:

3,55,00,000 Convertible Warrants in to Equity Shares on preferential basis at the issue price of Rs. 4.02 each to Promoter (on conversion of loan) on June 09, 2025. 1,11,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.71 each to non- Promoters on June 26, 2025. 1,01,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.71 each to non- Promoters on June 28, 2025. 92,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.71 each to non- Promoters on June 30, 2025. 78,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.71 each to non- Promoters on July 02, 2025. 1,15,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.71 each to non- Promoters on July 03, 2025. 1,05,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs. 4.71 each to non- Promoters on preferential basis on July 04, 2025.

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

63,00,000 equity shares of Rs. 1 each fully paid up on preferential basis at the issue price of Rs.

4.71 each to non- Promoters on July 05, 2025.

The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

11. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES:

As on March 31, 2025, the Company has three, one (1) Wholly-owned Subsidiary Company, one (1) Subsidiary Company and one (1) Associate Company.

S. No.	Name of the holding/subsidiary/ associate companies/joint ventures (A)	Indicate whether holding/Subsidiary/ Associate/Joint Venture	% of shares held by the listed entity
1.	Shah Agrocorp Private Limited	Wholly Owned Subsidiary	99.9%
2.	Western Urja Private Limited	Subsidiary Company	50.01%
3.	Goldman Hotel and Resort Private Limited	Associate Company	26%

1. Shah Agrocorp Private Limited (‘SAPL'), was incorporated on January 24, 2024, as a wholly-owned subsidiary of the Company.

2. Investment in Western Urja Private Limited by acquiring 50.01% shares from existing shareholders of Western Urja Private Limited on January 10, 2025.

As on March 31, 2025, your Company do not have material subsidiaries. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company's website at https://www.gyscoal.com/wp-content/uploads/2024/Policy_for_Determining_Material_Subsidiary.pdf.

12. REPORT ON PERFORMANCE OF SUBSIDIARIES:

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

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

13. CONSOLIDATED FINANCIAL STATEMENT:

Consolidated Financial Statements (“CFS”) of your Company along with its subsidiaries as at March 31, 2025 have been prepared in accordance with the Indian Accounting Standard on ‘Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India read together with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI (LODR) Regulations”) and form a part of this Annual Report. The Auditors' Report on the CFS is also attached, which is unmodified.

14. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS: During the year company has made loans, Advances and Investment in in compliance with Section 186 of the Act. Further, the Particulars of Loan/Investments made during the financial year under the provisions of Section 186 of the Companies Act, 2013, have been disclosed in Note to the Standalone Financial Statements forming an integral part of the Annual Report. Further, investment made directly and indirectly by the Company are mentioned elsewhere in this report.

15. LISTING ON STOCK EXCHANGES:

The Company's equity shares are listed at BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 and National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051 and the Company has paid the Annual Listing Fees to the Stock Exchanges for the Financial Year 2025-26.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL: I. Appointment of Independent Director:

During FY 2025, the Board of Directors, on the recommendations of the Nomination and Remuneration Committee (NRC), in its meeting held on July 29, 2024 approved and recommended to the shareholders for their approval, the appointment of Mr. Adityabhai Joshi (DIN: 07718831) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 (five) years commencing from date of Board's approval i.e. July 29, 2024 till July 28, 2029, and he shall not be liable to retire by rotation.

The shareholders of the Company in its 25^th Annual general Meeting held on September 30, 2024 approved the appointment of Mr. Aditya bhai Joshi as an Independent Director of the Company. He is not debarred from holding office of a director by virtue of any SEBI Order or any other such authority.

II. Resignation of Independent Director:

During FY 2025, Mr. Ravikumar Thakkar (DIN: 09620074) tendered his resignation as an Independent Director of the Company with effect from July 27, 2024 due to personal reasons. He also confirmed that there are no material reasons for his resignation other than those provided in his resignation letter. The intimation which has been furnished to stock exchanges can be accessed at https://www.gyscoal.com/corporate_announcements.html

III. Director Liable to Retire by Rotation:

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

Mr. Mahendra Kumar Shukla (DIN: 09461897) Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of Directors of the Company, on the recommendations of Nomination and Remuneration Committee (NRC), recommends his re-appointment for consideration by the members of the Company at the ensuing AGM of the Company.

A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the Director proposed to be appointed is annexed to the Notice convening the 26^th AGM.

The constitution of the Board of Directors of the Company as on March 31, 2025:

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

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2025:

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

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

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

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

None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013 as per the declaration received from the Directors.

The Stock Exchange has approved application of Reclassification of Mr. Zankarsinh Solanki and Ms. Giraben Solanki from Promoter category to Public Category on August 19, 2024 and same was intimated to Stock Exchanges. Further, The advisory letters are issued on account of a delay in filing the intimation under Regulation 31A(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 material events shall be disclosed by the listed entity to the Stock Exchanges as soon as reasonably possible and not later than twenty-four hours from the occurrence of the event. The company has delayed the disclosure of submission of the application for re-classification of status as promoter to public to the Stock Exchange under Regulation 31A (8)(c) of LODR dated June 05, 2023 was made with a delay on October 19, 2023.

17. MATERIAL CHANGES AND COMMITMENTS:

As prescribed under Section 134(3) of the Act, there have been material changes which occurred during the financial year of the Company and date of this report, except as disclosed elsewhere in report:

The Company entered into One Time Settlement with the Omkara Asset Reconstruction Private Limited and received No Due Certificate dated April 30, 2024. The company has paid Rs. 2,190.00 Lakhs in totality to M/s Omkara Asset Reconstruction Private Limited towards entire settlement amount of Rs. 1,900.00 lakhs as per original One Time Settlement (OTS) agreement. The company has made payment Rs. 1,900 lakhs till March, 2024 and paid the additional amount of Rs. 290 Lakhs in the FY 2024-25. The company will show Rs.2482.60 for Interest reversal in FY 2024-25. Stock Exchange has approved application of Reclassification of Mr. Zankarsinh Solanki and Ms. Giraben Solanki from Promoter category to Public Category on August 19, 2024 and same was intimated to Stock Exchanges. Further, the advisory letters are issued on account of a delay in filing the intimation under Regulation 31A (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015but same has no material financial impact. The Company has acquired 50.01% shares of Western Urja Private Limited at face value i.e. invested Rs. 50010. Accordingly, Western Urja Private Limited became subsidiary of the Company. During the year company has raised fund through preferential issue and increased Paid-up capital of the Company by Rs.17,45,40,000 details of the issue is mentioned in the share capital of this report. Company has raised fund of Rs. 75,37,50,000 (including conversion of existing Loan) against issue and allotment of 143000000 Equity shares of Re. 1/- each & 44500000 convertible warrants on Preferential Basis at issue price of Rs. 4.02/- per shares/warrant. 2,25,40,000 equity shares of Rs. 1 each fully paid up issued pursuant to conversion of warrant issued to Ms. Mona Shah on July 28, 2023 on preferential basis at the issue price of Rs. 3.24 each on August 22, 2024. 90,00,000 Convertible Warrants into Equity Shares on preferential basis at the issue price of Rs. 3.24 each to Ms. Mona Shah, Promoter (on conversion of loan) on December 21, 2024.

18. EVALUATION OF THE BOARD'S PERFORMANCE:

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

19. PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

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

20. POLICY OF DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION

AND DISCHARGE OF THEIR DUTIES:

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

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As at March 31, 2024 the Board of Directors comprised of 6 (Six) Directors, of which 4 are non-executive, out of which two women directors and three Independent Directors. Two directors are executive directors.

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

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

21. AUDITORS: Statutory Auditor

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

General Meeting till the conclusion of the 27th Annual General Meeting of the Company to be held in year 2026. Further, their appointment is within the limits as specified in section 141 of the Companies Act, 2013 and they are not disqualified from continuing as Statutory Auditors of the Company until end of their current tenure.

Representative of M/s. Ashok Dhariwal & Co., Statutory Auditors of your Company attended the previous AGM of your Company held on September 30, 2024.

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

The Auditors' Report read together with Annexures referred to in the Auditors' Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditors

As per Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and upon the recommendation of the Audit Committee, the Board of Directors of the Company re-appointed M/s. J N A D & Co., Chartered Accountants (FRN. 138480W) as Internal Auditors of the Company for the financial year 2024-25 in its meeting dated July 29, 2024.

The Board has appointed M/s. J N A D & Co., Chartered Accountants (FRN. 138480W) as Internal Auditors of the Company for the financial year 2025-26 on its meeting dated June 09, 2025. The M/s. J N A D & Co., internal Auditor merged in to M/s DDH & Associates (FRN: No. 146717W), Chartered Accountants. The Board has not changed the Auditor, due to merging of Firm the Board approved the appointment of M/s DDH & Associates as Internal Auditor of the Company to conduct the Internal Audit of the Company for the FY 2025-26.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s. K Jatin & Co., (COP: 12043), Practicing Company Secretaries, Ahmedabad, at their meeting held on July 29, 2024 to undertake the Secretarial Audit of your Company for FY 2024-25. The secretarial audit report in the prescribed form MR-3 is attached herewith as“Annexure F” .

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM M/s. K Jatin & Co., (COP: 12043), Practicing Company Secretaries, Ahmedabad; (Peer reviewed certificate no. 1753/2022) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years from FY 2025-26 till FY 2029-30. M/s. K Jatin & Co., Practicing Company Secretary has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

Observation:

1. Delayed locking in of unlisted warrants under the proviso to Regulation 167(1) of the SEBI (ICDR) Regulations, 2018;

2. Based on the verification of statutory registers, filings, records, and explanations furnished for the year under review, it was observed that there was a delay in disclosure of the application for reclassification of promoter shareholders as a material event under Regulation 31A(8)(c) read with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management explanation:

1. The delay arose from procedural reasons and was inadvertent. Management acknowledges NSE's advisory regarding delayed warrant lock-in. We are strengthening internal processes and controls to ensure strict future compliance with SEBI (ICDR) Regulations, 2018.

2. Management acknowledges NSE's advisory and will implement heightened precautions. We are committed to exercising due caution to ensure full compliance with all applicable SEBI regulations going forward.

Cost Auditor

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. During the relevant year, company do not require to appoint Cost auditor and conduct audit for the financial year 2024-25.

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

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

22. REPORTING OF FRAUDS BY AUDITORS:

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

23. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2025 is available on the Company's website at https://www.gyscoal.com/meeting_details.html.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT:

During the period under review, Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for the FY 2024 25 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder.

Pursuant to Regulation 24A of the Listing Regulations the Company has obtained Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under.

The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges on May 27, 2025 which is within 60 days of the end of the financial year ended March 31, 2025 and same is available on the website of the Company at https://www.gyscoal.com.

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

25. COMPLIANCE OF CODE OF CONDUCT:

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

26. FAMILIARIZATION PROGRAMME FOR DIRECTORS:

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

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

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

27. HUMAN RESOURCE DEVELOPMENT:

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

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

28. VIGIL MECHANISM PROCESS/WHISTLE BLOWER POLICY:

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

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

29. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit and loss of the Company for the period ended on that date; c) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

30. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal financial control systems in place which are supplemented by an extensive internal audit program conducted by an independent professional agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets. During the financial year, such controls were tested and no reportable material deficiency in controls were observed. Further Pursuant to Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and Chief Financial Officer has provided certification regarding the adequacy of the Internal control systems and procedures. During the year company has appointed M/s. JNAD & Co., (FRN: 138480W), as Internal Auditors to carry out the internal audit. The Internal Auditor reviews the adequacy of internal control system in the Company and its compliance with operating systems and policies & procedures. Both statutory and internal auditors, who have access to all records and information about the company, regularly inspect the company's internal control systems. Based on the report of internal auditor, the account department undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and internal audit report are presented to the Audit Committee on quarterly basis. The Internal Auditors' Reports are regularly reviewed by the Board and the Audit Committee for its implementation and effectiveness. The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis Report, which is a part of this report.

31. CYBER SECURITY:

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

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

32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

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

33. RISK MANAGEMENT:

Risk Management is an integral and important component of Corporate Governance. If risks are not properly managed and controlled, they can affect the Company's ability to attain its objectives. The Company has a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhances Company's competitive advantage. The business risk management framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The Risk management policy is available on the website of the Company https://www.gyscoal.com/wpcontent/uploads/2014/13/Risk_Management_Policy.pdf. Further Risk Management Committee under Regulation 21 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as market capitalization as at the end of the immediately preceding financial year does not fall under the ambit of top 1000 listed entities.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In term of Regulation 34 of the Listing Regulations, Management's Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report as “Annexure- D”.

35. CORPORATE GOVERNANCE:

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

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

‘Annexure - E'.

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

36. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company. The company will formulate the Policy for implementation of CSR once it will be applicable as per the provisions of Companies Act, 2013.

37. RELATED PARTY TRANSACTIONS:

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

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. During FY 2024-25, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2024-25 and hence does not form part of this report.

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

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

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Accounts 2024-25.

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

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS:

No significant material orders have been passed by any Regulators/Courts/Tribunals which has been received by the Company having impact on the going concern status and the Company's operation in future.

39. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN

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

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

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

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

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

42. DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL

ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32(7A) OF THE SEBI LISTING REGULATIONS:

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Sections 42 and 62 of the Act, Company has raised funds through Preferential issue during the year and there was no deviation in utilization of fund and quarterly report of statement of deviation of fund was uploaded on Stock exchanges.

During the year Company has issued and allotted 18,75,00,000 Equity Shares including 44500000 convertible warrants of Rs. 4.02 per shares.

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

43. CODE FOR PREVENTION OF INSIDER TRADING:

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

44. DISCLOSURES:

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

DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

APPLICATION/PROCEEDINGS PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016: During the year MSTC LIMITED VS GYSCOAL ALLOYS LIMITED filed case against the company before National Company Law Tribunal during the financial year 2023-24 and same was disposed off on 10.04.2024. The Company was a respondent in proceedings initiated by MSTC Limited before the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad, under Section 9 of the Insolvency and Bankruptcy Code, 2016, in respect of an alleged operational debt claim of 36.00 crore (inclusive of interest) relating to transactions entered into in the year 2006. The Hon'ble Tribunal, vide its order dated April 10, 2024, held that the claim was barred by limitation and that pre-existing disputes existed between the parties, and accordingly dismissed the application filed by MSTC Limited.

Other than the mentioned there is no litigation filed during the F.Y. 2024-25 before National Company Law Tribunal.

The Securities and Exchange Board of India (SEBI) initiated adjudication proceedings pursuant to a Show Cause Notice dated December 15, 2023, in respect of certain delayed/non-disclosures under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to loan defaults, insolvency applications, one-time settlement arrangements, and non-disclosure of the arrest of a promoter. After considering the Company's submissions, SEBI, vide order dated April 2, 2025, imposed a monetary penalty of 2,00,000 (Rupees Two Lakh only). The Board notes that these lapses were procedural in nature, arising from transitional changes in the compliance team during earlier years, without any adverse impact on the financials or interests of shareholders. The Company has since strengthened its compliance framework to ensure timely and accurate regulatory disclosures.

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

INVESTORS GRIEVANCES: All the complaints received from investors during the year has been resolved and no complaint as on March 31, 2025.8.29 One-time settlement with Omkara Asset Reconstruction Private Limited (OMKARA)is disclosed by the company under Regulation 30 of Listing Regulation. The Company had received No due certificate under OTS with OMKARA on 30.04.2024 and same was disclosed by the company. During the year there is no Voting rights which are directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act). With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others. No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company. During the year, the Company has not entered into any transaction of material nature with the Promoters, the Directors or the Management that may have any potential conflict with the interest of the Company. The details of direct and Indirect tax litigation has been provided in the auditor's reports and Notes to the Financials. During the year there was no Revision of financial statements and Directors' Report of your Company.

45. ACKNOWLEDGEMENT:

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

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

	FOR AND ON BEHALF OF THE BOARD OF
	SHAH METACORP LIMITED
	Sd/-
	Mona V Shah
DATE: August 12, 2025	Chairperson
PLACE: Ahmedabad	(DIN: 02343194)