Your Directors have pleasure in presenting the 30^th Annual Report on business and operations of
the Company together with the Audited Financial Statements of the Company for the year ended on
31^stMarch, 2024.

I. FINANCIAL RESUL TS:

The financial performance of the Company for the year ended 31^st March, 2024 is
summarized below:

fAmountin Thousand]

II. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

The overall Revenue ofthe Company forthe Current Financial year 2023-24 has increased to Rs.
94,54,12.310/- as compared to Rs. 91,42,02,770/-in the Previous Financial year 2022-23.
The Company's PAT as on 31^st March 2024 is recorded at Rupees 50,64,070/- as against
62,00,880/- Your directors are confident and optimistic of achieving upward growth and
achieving much better results in the coming years.

III. AMOUNT TRANSFERRED TO RESER VE:

During the year under review, the Company has not transferred any amount to reserves.

IV. DIVIDEND:

To conserve the resources for the future requirement ofthe company, your directors have not
recommended any dividend for the year.

V. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCA TION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of
Section 125 ofthe Companies Act, 2013 do not apply.

VI. CHANGES IN SHARE CAPITAL:

At present, the paid up Equity Share Capital of the Company is Rs. 5,25,63,000/- [Five Crore
Twenty Five Lakh and Sixty Three Thousand rupees only).

The company has neither issued shares with differential rights as to dividend, voting or
otherwise nor issued shares [including sweat equity shares) to the employees or directors of
the company; under any scheme. Your Company does not have any ESOP scheme for its
employees/Directors.

VII. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions
of Section 73 and 76 of the Companies Act, 2013 ["the Act”) read with the Companies
[Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement
for furnishing the details of deposits which are not in compliance with Chapter V of the Act is
not applicable. The question of non-compliance of the relevant provisions of the law relating to
acceptance of deposit does not arise.

VIII. CHANGE IN THE NA TURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

IX. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has entered into any contracts or arrangements
with related parties in terms of Section 188[1) of the Companies Act, 2013. The particulars of
Contracts or Arrangements made with related parties required to be furnished under section
134[3) [h) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report
as Annexure- "A".

X. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

The company has not given any loans or guarantees covered under the provisions of section 186
of the Companies Act, 2013during the financial period under review. The details of the
investments made by company are given in the notes to the financial statements.

XI. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANYTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statements relate and the date of
this report.

XII. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN
FUTURE:

No orders have been passed by any Regulator or Court or Tribunal, impacting on the going
concern status and the Company’s operations in future.

XIII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIA TE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

XIV. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

In Pursuant to Section 134(5](e] of the Companies Act, 2013 the Internal Financial Controls
with reference to financial statements as designed and implemented by the Company are
adequate. The nature of the Company's business and size and complexity of its operations are
in place and have been operating satisfactorily. Internal control systems consisting of policies
and procedures are designed to ensure reliability of financial reporting timely feedback on
achievement of operational and strategic goals, compliance with policies, procedure, applicable
laws and regulations and that all assets and resources are acquired economically, used
efficiently and adequately protected.

During the period under review, no material or serious observation has been received from the
Internal Auditors of the Company for inefficiency or inadequacy of such controls.

XV. PARTICULARS OF EMPLOYEES (DISCLOSURE UNDER ULE 5 OF COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014):

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1] of
the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 is
provided in the Report and marked as Annexure-"B”. No employee of the Company was in
receipt of the remuneration exceeding the limits prescribed in the rule 5(2] of the Companies
(Appointment and Remuneration of Managerial Personnel] Rules, 2014.

XVI. ANNUAL RETURN:

The Annual Return of the Company as on 31^stMarch, 2024 is available on the website of the
Company at http: //shreemetallovs.com/annual-reports/

XVII. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

i) CONSERVATION OF ENERGY:

• The steps taken or impact on conservation of energy: As the Company does not have heavy
plant and machineries, which could have consume more electricity, therefore, the Company
has not taken any steps towards conservation of energy.

• The steps taken by the Company for utilizing alternate sources of energy: The Company has
not taken any steps to use alternate sources of energy.

• The Capital investment on energy conservation equipment's: Nil

ii) TECHNOLOGY ABSORPTION:

• The efforts made towards technology absorption: No

• The benefits derived like product improvement, cost reduction, product development
or import substitution: Nil

• In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year]- Not Applicable

- the details oftechnology imported

- the year of import;

- whether the technology been fully absorbed;

- if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and

• The expenditure incurred on Research and development (R& D ]: NIL

iii) FOREIGN EXCHANGE EARNINGS & OUT GO:

• Foreign Exchange Earning : NIL

• Foreign Exchange Outgo :

- CIF Value of Import : NIL

- Expenditure in Foreign Currency : NIL

XVIII. AUDITORS:

The matters related to Auditors and their Reports are as under:

A. Statutory Auditors

M/s. TALATI & TALATI LLP are the Statutory Auditors of the Company who were appointed
at the 23^rd Annual General Meeting held on 23^rd September, 2017 to hold office until the
conclusion of 28^th Annual General Meeting.

Consequently, M/s. TALATI & TALATI LLP chartered accountants, complete their first term
of five consecutive years as the statutory auditors of the company at the conclusion of 28^th
AGM of the company. Pursuant to section 139(2] of the Act, the company can appoint an
auditors firm for a second term for consecutive period of five years.

M/s. Talati & Talati, have consented to the said reappointment, and confirmed that their
reappointment, if made, would be within the limits specified under Section 141(3] (g] of the
Act. They have further confirmed that they are not disqualified to be reappointed as
statutory auditor in terms of the provisions of the Act, and the provisions of the Companies
(Audit and Auditors] Rules, 2014, as amended from time to time.

The audit committee and the board of directors recommend the reappointment of M/s.
Talati & Talati, chartered accountants, as statutory auditors of the company from the
conclusion of the 28^th AGM till the conclusion of 33^rd AGM, to the members

There are no qualifications, reservations or adverse remarks made by M/s Talati & Talati,
Chartered Accountants, the Statutory Auditors of the Company, in their report.

B. Secretarial Auditors

Section 204 read with Section 134(3] of the Companies Act, 2013, mandates to obtain
Secretarial Audit Report from Practicing Company Secretary. M/s Nikhil Suchak &
Associates, Practising Company Secretaries had been appointed as Secretarial Auditor of the
Company for the financial year 2023-24.

Secretarial Audit Report issued by M/s Nikhil Suchak & Associates, Practising Company
Secretaries in Form MR-3 attached and marked as Annexure-"C", for the period under
review forms part of this report.

C. CostAuditors

The Company has not appointed the Cost Auditor as pursuant to Section 148(1] of the
Companies Act, 2013 read with the Companies (Cost Records and Audit] Amendment Rules,
2014, as the cost audit is not applicable to the Company.

XIX. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition of Board:

b) Retire by Rotation and subsequent re- appointment:

Mr. Pratik R. Kabra (DIN: 00006358), is liable to retire by rotation at the ensuing AGM in
accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of Company and being eligible have offered himself for reappointment.

Appropriate resolutions for the re-appointment are being placed for your approval at the
ensuing AGM. The Board recommends his re-appointment.

c) Director Appointment/Cessations:

Appointment/Reappointment/Change in Designation

- Re-appoint Mrs. LEENA VIJAYAN (DIN: 08551144) as an Independent Director of the
Company

- To re-appoint Mr. Pratik Radheshyam Kabra (DIN: 00006358) as a Managing Director of
the Company for the term of 3 (Three) years who shall be liable to retire by rotation

d) Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of the Company
pursuantto Section 2(51) and Section 203 ofthe Companies Act, 2013 read with the Rules
framed there under:

1. Mr. Pratik R. Kabra - Managing Director (DIN: 00006358)

2. Mr. Radhehsyam L. Kabra - Chief Financial Officer

3. Mrs. Rihanna Kunal Advani - Company Secretary & Compliance Officer (W.e.f 19.06.2023)

e) Board Evaluation:

Pursuantto the provisions ofthe Companies Act, 2013 as provided under Schedule IV(Code of
independent director) ofthe Act and the Regulation 17(10) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, made there under, the Independent Directors
held their meeting to evaluate the performance ofthe Non Independent Directors and the
Board as a whole. Each Board member's contribution, their participation was evaluated and
the domain knowledge they brought. They also evaluated the manner in which the
information flows between the Board and the Management and the manner in which various
documents are prepared and furnished by the Board.

Subsequently the Board adopted a formal mechanism for evaluating its performance and as
well as that of its Committees and individual Directors, including the Chairman ofthe Board.
The exercise was carried out through a structured evaluation process covering various
aspects ofthe Board functioning such as composition ofthe Board & committees, experience
& competencies, performance of specific duties &obligations, contribution at the meetings and
otherwise, independent judgment, governance issues etc.

XX. DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuantto Section 134(5) ofthe Companies Act, 2013 (including any statutory modification(s)
or re-enactment(s) for the time being in force) the Board of Directors of your company states
its responsibility Statement:

i. In the preparation ofthe annual accounts for the financial year ended 31^st March, 2024, the
applicable accounting standards and Schedule III ofthe Companies Act, 2013 (including
any statutory modification(s) or re-enactment(s) for the time being in force), have been
followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year as at 31^st March,
2024 and of the profit or loss ofthe Company for the year ended 31^st March, 2024.

iii. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 (including
any statutory modification^] or re-enactment(s] for the time being in force] for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

iv. The directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. The directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system was adequate and operating effectively.

XXI. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW AND
DATES:

The Company had conduct 7 [SEVEN] Board meetings during the financial year 2023-24 under
review on: 28/04/2023, 16/05/2023,19/06/2023,11/08/2023, 01/11/2023,09/02/2024,
09/02/2024.

The details of attendance of Directors at the Board Meetings and at the last Annual
General Meeting are as under:

XXII. COMMITTEES OF THE BOARD:

The Board Committees are set up under the formal approval ofthe Board to carry out clearly
defined roles under which are considered to be performed by members ofthe Board. The Board
supervises the execution of its responsibilities by the Committees and is responsible for their
action.

A) AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8] ofthe Companies Act, 2013, the Board hereby
discloses the composition ofthe Audit Committee and other relevant matters as under:

The Audit Committee acts in accordance with the terms of reference specified by the Board
of Directors of the Company. Further duringthe period under review, the Board of Directors
ofthe Company had accepted all the recommendations ofthe Committee.

Duringthe Year, 4(Four] meetings ofthe Committee were held on 16/05/2023,
11/08/2023, 01/11/2023, and 09/02/2024

Ý Vigil Mechanism/Whistle Blower Policy:

Your Company is committed to highest standards of ethical, moral and legal business
conduct of business operations. Accordingly the Board of Directors ofthe Company has,
pursuant to the provisions of Section 177(9] ofthe Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers] Rules, 2014, framed the Whistle
Blower Policy for Directors and employees ofthe Company to provide a mechanism which
ensures adequate safeguards to employees and Directors from any victimization on raising
of concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports etc.

The employees ofthe Company have the right/option to report their concern/grievance to
the Chairman ofthe Audit Committee. No person has been denied access to the chairman
of the Audit Committee.

During the financial year 2023-24, all the directors and employees had full access to
approach the Vigil Mechanism Officer. No complaint was received duringthe year 2023-24
of any sort from any directors and employee of your company. Whistle Blower Policy is
disclosed on the website ofthe Company www.shreemetalloys.com.

B) NOMINATION ANO RF.MIJNF.RATION COMMITTEE:

Ý Composition of the Committee:

The Board has in accordance with the provisions of sub-section [3) of Section 178 of the
Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees. The said policy
is furnished in Annexure- "D" and is attached to this report.

Ý Meeting:

During the Year, 1 [One] meeting of the committee was held on 28/03/2024

C) STAKEHOLDERS REI.A TIONSHIP COMMITTEE-.

During the period under review, pursuant to Section 178[5] of the Companies Act, 2013
Regulation 20 of the Listing [Obligations and Disclosure Requirements] Regulations, 2015
with Stock Exchanges. The Board of Directors ofthe Company constituted the Stakeholder's
Relationship Committee.

Ý Composition of the Committee:

Ý Details of Investor's grievances/ Complaints

No. of investors' complaints received by the RTA/ Company during the year: Nil

No. of complaints not solved to the satisfaction of shareholders/Investors during the

year: Nil

No. of complaints pending as at the end of the current financial year 31“ March, 2024:
Nil

Ý Compliance Officer

The Compliance officer ofthe Company is Rihanna Kunal Advani [w.e.f 19.06.2023],

Ý Meetings ofthe Committee

The Committee duly met on 22/03/2024.

I. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34[2][e] of the Listing Regulations is given as an
Annexure-E to this report.

XXIII. CORPORA TE SOCIAL RESPONSIBILITYINITIA TIVES:

The provision of section 135(1] of Companies Act 2013 i.e. Corporate Social Responsibility is not
applicable on the company. Therefore, the company has nor constituted and developed CSR
committee neither taken any steps towards Corporate Social Responsibility.

XXIV. STA TEMENT REGARDING DEVELOPMENT AND IMPLEMENT A TION OF RISK MANAGEMENT
POLICY:

The Company does not have any Risk Management Policy or any statement concerning
development and implementation of risk management policy of the company as the elements of
risk threatening the Company's existence are very minimal.

XXV. INTERNAL COMPLAINTS COMMITTEE:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act,
2013. The Internal Complaints Committee ("ICC”] has been set up to redress the complaints
received regarding sexual harassment. All employees are covered under this policy. No
Complaints were received during the year under review.

XXVI. CORPOTRATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement] Regulation,
2015, the annual report of the listed entity shall contain Corporate Governance Report and it is
also further provided that if the Company is not having the paid up share capital exceeding Rs.
10 crores and Net worth exceeding Rs. 2 5 crores, the said provisions are not applicable. As our
Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth
exceeding Rs. 25 crores, the Corporate Governance Report is not applicable and therefore not
provided by the Board.

XXVII. GENERAL SHAREHOLDERS INFORMA TION:

Ý Annual general meeting:

Ý Financial Calendar for 2024-2025 ftentative schedule, subject to change!

The Company expects to announce the unaudited/audited quarterly results for the year 2024¬
25 as per the following schedule:

Period Approval of Quarterly results

Quarter ending 30^th June, 2024 By 2^nd Week of August 2024

Quarter and half year ending 30^th By2^Ild Week of November, 2024

September, 2024

Quarter ending 31^st December, 2024 By 2^nd Week of February, 2024

The year ending 31st March, 2025 By end of May, 2025

Ý Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE], The company
has paid its Annual Listing fees to the Stock Exchange for the year 2023-24; further the
Company is regular in compliances of various clauses and regulations of the Listing
Agreement and/or LODR.

Ý THF, DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THF.
INSnEVENEYANn BANKRUPTCY CODE. 2016

During the financial year ended on March 31, 2024, There is no application made or any
proceeding pending under the INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016)
against the company.

Ý THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINACIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not applicable during the year under review.

Ý SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company
Secretaries of India and approved by the Central Government.

ACKNOWLEDGEMENT:

Your Directors wish to acknowledge and place on record their appreciation for the support
extended by Bankers and Office bearers of Government Department and Financial
Institutions.Your Directors thankall, esteemed customers, suppliers and business associates
for their faith, trust and confidence reposed in the Company. Your Directors also
acknowledge the continued invaluable support extended by you our shareholders and the
confidence that you have placedin the company.

Regd. Office: By Order of the Board

103, SUN Square, For, Shree Metalloys Limited

Nr. Klassic Gold Hotel,

Off. C.G.Road,

Navrangpura,

Ahmedabad -380009 Sd/-

PRATIK R KABRA

Date: 7^th September, 2024 Chairman & Managing Director

Place: Ahmedabad M.no: (00006358)