Sarda Energy & Minerals Ltd Directors Report

Dear Shareholders,

Your directors take pleasure in presenting the 53 rd Annual Report on business and operations of the Company for the financial year ended March 31, 2026, another year of operational excellence, strategic growth, and sustainable practices.

Operational Results ( in crore)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	4,334	3,484	5,690	4,643
Exports	25	102	851	865
Other Income	235	120	237	172
EBIDTA	1,606	1,076	2,025	1,410
Depreciation	210	150	341	272
Finance cost	133	97	244	220
Profit before tax	1263	829	1,450	918
Provision for tax	314	221	386	237
Net Profit	949	608	1,063	681

Review of Performance

Although the members are aware, we inform with great pleasure that the Honble Supreme Court of India has rejected all appeals of unsuccessful Resolution Applicants against approval of Companys Resolution

Plan by Hon ble NCLT Vide its order dt. 13.08.2024 for acquisition of SKS Power Generation (Chhattisgarh) Limited under CIRP. With this the hangover of uncertainty is over and the Company has started taking steps for expansion of the 600 MW IPP.

The efforts taken by the Company in improving the performance of the IPP are evident from the fact that from an all-India rank of 103 with a PLF of 70.48% as on 21.08.2024, the IPP secured 32nd position with a PLF of 79.06% as on 31.03.2026. During the year, the IPP generated 4155.2 MU as against 3704.5 MU in 2024-25. The improvement in power generation was coupled with improvement in other parameters like plant availability, auxiliary power consumption etc.

Our facilities at Raipur, comprising the Iron Ore Pellet

Plant, Sponge Iron Plant and Power Plant, delivered an excellent performance during the year by surpassing both the previous years production levels and their respective annual production targets. The Company strategically reduced captive power consumption during peak-demand hours and sold 27 MU of power, thereby enhancing overall profitability. While this decision had a marginal impact on steel and ferroalloys production, it contributed positively to the Companys financial performance and profitability.

We had shut down one captive power plant of 30 MW from 1st December 2025 for replacement with new efficient Turbine and generator supplied by energy BHEL. The new plant shall start operation in August 2026. This had a bearing on production of steel and ferro alloys during the year.

To expand the product basket, the Ferro Alloys Plant introduced a special-grade product, Silico Manganese (SiMn) Low Phosphorus, to cater to specificmarket requirements and enhance overall profitability through product diversification and value addition.

To sustain and enhance productivity, the Company continuously invests in process improvement, equipment modernization, technological upgradation and environmental conservation initiatives, ensuring operational efficiency, regulatory adherence, and long-term sustainable growth. Some of these efforts include:

Successful installation and commissioning of Mineral wool project as part of waste management initiative and life cycle management for sustainable growth.

EV Loader : To reduce diesel consumption and environmental emissions, the Company has replaced 12 diesel-operated loaders and 05 trailers, along with one forklift, with electric vehicles (EVs).

This initiative not only reduces the dependence on diesel fuel but also contributes significantly in lowering greenhouse gas emissions and improving air quality, supporting the organizations sustainability and environmental objectives.

Further details on the performance of the Company and on the Company s operations and financials are provided in the Management Discussion and Analysis and other sections, as annexed to this report.

Projects under execution

50 MW Solar Power Project

The project commissioning got delayed due to challenges faced in laying of evacuation infrastructure.

A railway line has been proposed enroute the transmission line requiring railway clearance. Also a few of the land owners have challenged the route. The company is laying alternate evacuation route on 33 KV to feed part capacity in the grid without further delay, which is expected to commission by October 2026.

Sahapur West Underground Coal Mining Project

Mine development work is progressing as per schedule and coal production is expected to commence before end of current financial year. This mine will meet our requirement of high grade coal and substitute imported coal fully.

Gare Palma IV/5 Coal Mine Project

The Mining Plan & Mine Closure Plan has been approved.

The forest land diversion is under process. Other activities are progressing as planned. We have got 57 months time from 04.02.2025 to start the mine and we are hopeful of starting production before scheduled time.

Bartunga Hill Coal Mining Project

A Joint venture led by us with 67% share for Reopening, Salvaging, Rehabilitation, Development and Operation of Bartunga Hill Underground Coal Mine of South Eastern Coal Fields Limited (SECL) in the state of Chhattisgarh, on revenue sharing basis. The Mining Plan for an annual peak rated production capacity of 2.1 MnT per annum has been approved. DPR in line with Mining Plan and Mine Closure Plan has been submitted to SECL. The Re-diversion proposal is under consideration of the State Forest Dept. TOR has been approved. Other activities are progressing as planned. We are hopeful to start production in the mine before end of next financial year.

Senduri Coal Mine

During the year under review, the Company was declared as Successful Bidder for Senduri Coal block in Madhya Pradesh. The block has total expected geological reserves of 248.54 MnT of G9 (Provisional) grade of coal. Detailed exploration is going on.

Surjagarh-1 Iron Ore Mining Project

Our joint venture company Natural Resources Energy Private Limited has been declared successful Bidder for Surjagarh-1 iron ore block in Gadchiroli District of Maharashtra. The Prospecting /Composite License has been executed and the permission from competent

Forest Authorities for Core Drilling has been received.

The Exploration and Survey work has been commenced.

Other activities are progressing as planned.

24.90 MW Kotaiveera SHP

The 24.9 MW small hydro power project will be installed on IB river (a Tributary of Mahanadi River) in Chhattisgarh. The project is in final stage of approvals.

Some approvals have been received and remaining approvals are expected anytime. We expect to start work on the project during the current financial year.

66 MW Khuitam HEP

The Company s Wholly Owned Subsidiary Sarda Renewable Energy Limited (formerly Sarda Energy Limited) is in the process of acquiring majority stake in Adishankar Khuitam Power Private Limited, which is having rights to develop a 66 MW hydro power plant in the state of Arunachal Pradesh. Firm agreements have been executed for acquisition of stake, and our representatives have been nominated on the Board of the company. We have received state govt. approval for replacement of the principal shareholder of the project. The project already has most of the clearances in place.

The detailed design and engineering work is going on. The project is expected to be commissioned within 5 years.

Change in Business

There was no change in the nature of the business of the Company during the year. There are no material changes and commitments affecting the financial position of the Company since close of the financial year.

Dividend

The Board, subject to approval of shareholders, has recommended highest ever dividend @ 2.00 per share (200%) for the F.Y. 2025-26, subject to the deduction of tax at applicable rate. Last year, the Company had paid divided @ 1.50 (150%) per share. The dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Policy is available on the Company s website and can be accessed at the following link: Dividend Distribution Policy

During the current year 2025-26, the Company has further transferred unpaid dividend of 0.11 crore in respect of F.Y. 2017-18 to the Investor Education and Protection Fund. The dividend for FY 2024-25, on equity shares transferred to IEPF, of has also been remitted to IEPF.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit statement of profit and loss. Accordingly, no amount has been transferred to reserves.

Subsidiaries / Joint Ventures

During the year additional investment was made in the wholly owned subsidiary Sarda Renewable

Energy Limited for retiring of debt and investment in hydropower business. A brief on the performance/business operations of subsidiaries/joint ventures consolidated with the Company is given hereunder.

Subsidiaries

Sarda Metals & Alloys Limited (SMAL), a wholly owned subsidiaryisoperating108MVAFerroAlloys fo Furnaces backed by 80 MW captive thermal power plant near Vizag port to cater mainly to export market. Besides this, during the year operations of

Rock Mineral Wool Plant also got stabilized. During the year, Power Generation was 636.68 MU as compared to 573.06 MU in the previous year and achieved PLF of 90.85% as against PLF of 81.77% in previous year. The ferro alloys production stood at 1,19,330 MTs as against 1,02,158 MTs in the previous year. The Company recorded an all-time high in both ferro alloys and power production during the year.

During FY 2025-26, the company exported 98,908 MTs (including trading export of 3553 MTs) of ferro alloys valued at 825.43 crore against 99,556 MTs (including trading export of 20 MTs) in the previous year valued at 802.01 crore. The company reported a net profit 55.19 crore as against 6.33 crore in the previous year. The Company is recognized as a Three Star Export House by the Government of India, Ministry of Commerce & Industry, Directorate General of Foreign Trade.

During the year, CRISIL has changed ratings from CRISIL A/Stable to CRISIL A/ Positive for long-term bank facilities and continues to be CRISIL

A1 for short-term bank facilities. The company has met all its financial obligations on time.

Sarda Renewable Energy Limited (formerly Sarda Energy Limited) (SREL), a wholly owned subsidiary earned a net profit of 13.68 crore as against net profit 3.81 crore in the previous year. The profit was mainly from share of profit from investment in Chhattisgarh Hydro Power LLP. Additional equity of 48.23 crore was infused in the company to pay off the debt and to finance the acquisition of stake in 66 MW Khuitam hydro power project.

Kalyani Coal Mining Private Limited (KCMPL), a wholly owned subsidiary was incorporated in financial year 2023-24 as a Special Purpose

Vehicle for carrying out the Re-opening, Salvaging, Rehabilitation, Development and Operation of

Kalyani Underground Coal Mine, in the state of Chhattisgarh. However, Since the project was not viable, at the companys request SECL has terminated the agreement. It is proposed to merge the company with Sarda Renewable Energy Limited for which steps are being taken. During the year under review, the company earned a profit of 1.59 crore from surplus funds as against profit 0.51 crore in the previous year.

Chhattisgarh Hydro Power LLP (CHPLLP), a wholly owned subsidiary, is successfully operating 24 MW Gullu Small Hydro Electric Project (SHP) since last eight years. Another 24.90 MW Rehar-I SHP commenced commercial operation on 8th July

2025 in Surajpur district of Chhattisgarh. The external credit rating of the LLP has been upgraded to A+(stable) from A (Stable) by ICRA. During the FY 2025-26, Gullu SHP has supplied record 122 MUs (PY 90.11 MUs). The Rehar-I SHP generated 84 Mus. The LLP has earned EBIDTA of 115.37 crore (PYof 40.28 ) and post-tax profit 60.90 crore (PY 29.23 crore). The improvement in performance is attributable to good monsoon in the catchment area and commencement of commercial operations of Rehar-I SHP.

Parvatiya Power Limited (PPL) is operating 4.8 MW Loharkhet Hydro Power project in Bageshwar district of Uttarakhand since 2008.

The Plant enjoys debt free operations. It has demonstrated consistent performance and healthy operations despite its remote locationindifficult hilly terrain of Kumaon region of Uttarakhand.

The Company has supplied 20.03 MU power in the FY 2025-26 (Previous Year 20.37 MU) to the state grid. During the year 2025-26, the Company has reported EBIDTA of 3.43 crore (PY 3.16 crore) and net profit of 0.35 crore (PY loss 0.42 crore). Your Company continues to hold 51% stake in PPL.

Madhya Bharat Power Corporation Limited (MBPCL) is operating 113 MW Rongni Chu HEP in

Sikkim. The company enjoys A+(Stable) rating from

India Ratings & Research and A (Stable) from CARE

Ratings.

The company has billed 419.76 MU (PY 367.17 MU) of power in the F.Y 2025-26 and reported revenue from sale of power of 224.92 crore (PY 246.01 crore). Based on provisional tariff, it has earned EBIDTA of 188.55 crore (PY 191.08 crore) and post-tax profit 21.94 crore (PY of 16.36 crores). The determination of final tariff is in company has terminated the long term PPA with Chhattisgarh State Distribution Utility, CSPDCL w.e.f 11th July 2025 and is now selling power in the open market. It will be beneficial for the company in the long run.

The Company holds 84.65% stake in the company (76.43% directly and 8.22% through its wholly owned subsidiary Sarda Renewable Energy Limited).

Sarda Hydro Power Private Limited (formerly Sarda Hydro Power LLP) (SHPPL) has licenses for implementation of two small hydro projects. Survey works for 24.90 MW Kotaiveera SHP is advance stage of finalapprovals and work on the project is expected to start during the current year. The Company holds 60% stake in the LLP.

Sarda Energy & Minerals Hongkong Limited, Hongkong (SEMHKL), is a wholly owned subsidiary, functioning as global investment and trading arm of the Company. During the year under review, the subsidiary reported a net profit of 24.35 crore as against profit of 21.85 crore in the previous year.

Sarda Global Venture Pte. Limited, Singapore (SGV), a wholly owned subsidiary, is having JV with PT Unggul Jaya Indonesia, an Indorama group company, for coal mining in Indonesia under the name P.T. Tigadaya Minergy (TDM). During the year under review 1.57 MnMT (PY 0.89MnMT) coal was extracted from the Mine.

The subsidiary reported a net profit of 42.44 crore as against net profit of 36.04 crore in the previous year.

Sarda Global Trading DMCC, Dubai (SGT), a wholly owned subsidiary, has been incorporated with the object of trading in metal ores, scrap and coal.

During the year the subsidiary reported a net profit of 3.48 crore as against net profit of 7.99 crore in the previous year.

Joint Ventures

Shri Ram Electricity LLP (SRE LLP) was incorporated as a special purpose vehicle (SPV) for setting up a captive thermal power plant. In view of the changed power scenario and cancellation of coal linkage for the power project, the LLP has dropped the project. The Company continues to hold 51% stake in SRELLP. The firmwill be dissolved once pending matters are closed.

Bartunga Coal Private Limited (BCPL), This company has been incorporated as a special process.The Purpose Vehicle Joint Venture (Companys share in

JV 67%) for Re-opening, Salvaging, Rehabilitation, Development and Operation of Bartunga Hill

Underground Coal Mine, in the state of Chhattisgarh. The contract agreement between BCPL and SECL has been executed and other activities are progressing as planned. During the year under review, the company earned a profit of 2.19 crore as against profit of 1.48 crore in previous year by way of interest on lending of surplus equity pending utilization for the project.

Natural Resources Energy Private Limited (NREPL) is a Joint Venture with Shyam Metalics group for Surjagarh-1 iron ore block in the State of Maharashtra. The Company holds 51% stake in NREPL. The block is under approval stage and Composite License for the Block for period of three years has been granted and executed. The Prospecting work has been started and the permission from Competent Forest Authorities for carrying out Core drilling work for estimation of reserves has also been received.

Raipur Infrastructure Company Limited (RICL) is a dormant Joint venture company where we hold 1/3rd share. It was operating a leased Railway Siding in Mandhar, Raipur. The lease has expired. The company will be wound-up after closure of pending proceedings and getting refunds from the tax authorities. During the year 2025-26 the company incurred loss of 0.11 crore as against profit of 1.05 crore in the previous year.

Madanpur South Coal Company Limited (MSCCL) was incorporated as a Joint Venture Special Purpose Vehicle for development of Madanpur South Coal Block allotted in consortium. The Supreme Court had cancelled all coal block allotments. Consequent to cancellation of coal block, there is no business left out in the company. We hold 20.63% share in the JV. During the year 2025-26, MSCCL reported profit 0.34 crore as against profit of 0.34 crore in the previous year. At present the Company is holding land of about 71.220 Hectares. MSCCL would be wound-up after disposal of the land and closure of Mr. Anant Sarda, who is of pending tax proceedings.

Shree Ram Business Park Private Limited -

During the current year 2026-27, the Company has promoted Shree Ram Business Park Private

Limited a joint venture Company with 50% stake. The company will carry on business of real estate in the area, where SEML holds investment properties.

The Company is yet to start the business activities.

A report on the performance and financial position of each of the subsidiaries, associates and joint ventures as per the Companies Act, 2013 and their contribution to the overall performance of the Company during the period under report is provided as part of the Consolidated Financial Statements and hence not tion of repeated here for the sake of brevity.

Consolidated financial statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries, associates and joint ventures prepared in compliance with applicable Accounting Standards. In accordance with Section 136 of the Companies Act, 2013, the Audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on

Company s website. These documents are also available for inspection.

Directors

In the last Annual General Meeting, the members approved a) re-appointment of Mrs. Tripti Sinha as Independent Director of the Company, not liable to retire by rotation, for a second consecutive term of five years from 20th October 2025. b) re-appointed Mr. Padam Kumar Jain as Wholetime Director of the Company for a period of five years w.e.f. 1st June 2026, liable to retire by rotation. Mr. Padam Kumar Jain shall also continue to hold the office of CFO. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Anant Sarda, Non- Executive, Non-Independent, Promoter Director of the Company, retires by rotation at the ensuing of Annual General Meeting and being eligible has offered himself for re-appointment. Necessary resolution for the above re-appointment is being made a part of the Notice convening the ensuing general meeting. Brief proposed to be re- profile appointed and other relevant details are provided in the Corporate Governance Report forming part of the

Annual Report.

The Company has received the necessary declaration from each Independent Director who are part of Board confirming that; a) he/she meets the criteria of Independence as laid out in Section 149(6) of the Companies Act, 2013 read with the Schedules, rules made there under and Regulation 25 of SEBI Listing Regulations, 2015; and b) registered themselves with the Independent Directors Databank as per the Companies (Appointmentand Fifth Amendment Rules, 2019.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of 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.

Board Evaluation

The Board has carried out an annual evaluation of effectiveness of its functioning, that of its committees and individual Directors in the manner specified by the Nomination & Remuneration Committee. The Board reviewed the performance of the individual Directors, committees of the Board and the Board as a whole. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; and performance of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors.

This was followed by a Board meeting that discussed the performance of the Board, its committees and individual Directors including independent Directors.

During evaluation of the individual director, the concerned director was not present in the meeting.

The performance of the Board and individual Directors was evaluated by the Board seeking input from all the Directors. The performance of the Committees was evaluated by the Board seeking input from the Committee Members. Key criteria for performance evaluation are given in Annexure A to directors report.

Remuneration Policy for the Board and Senior Management

The Company follows a policy on remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the Company. The policy is approved by the Nomination & Remuneration Committee of the Company. Remuneration Policy for Directors, Key Managerial

Personnel and other employees is marked as Annexure B to directors report.

The Company, with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board. The criteria for determining attributes and Independence of director is annexed as Annexure C to directors report.

Familiarization programmes for Board Members

The Familiarization program aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities. The Company provides information to familiarize the Independent Directors with the strategy, operations and functions of the Company. The Board members are also taken to the operation sites of the company and subsidiaries to understand and review their functions.

At various Board meetings, the Board members are provided with information/ presentations and are given the opportunity to interact with the Senior Management of the Company to help them to understand the

Company s strategy/policies, business model, operations, products, markets, organization structure, finance, human resources, technology, quality, facilities and risk management, changes in the regulatory environment applicable to the corporate sector and to the industry in which it operates and such other matters as may arise from time to time. Quarterly presentations on operations made to the Board include information on business performance, operations, safety, market scenario, forex exposure, financial parameters, working capital management, fund flows, senior management change, major litigation, compliances, subsidiary information, donations, regulatory scenario, etc. The policy on familiarization programmes for

Independent Directors is posted on the website of the Company www.seml.co.in and can be accessed under the head corporate governance/ policies under the Investors section. The details of the familiarization program can be accessed at: FamiliarizationProgramme

Directors Responsibility Statement

The directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2026 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Managerial Personnel

During the year, there was no change in the Key Managerial Personnel.

Auditors and Auditors Report Statutory Auditors

Based on the recommendation of the Audit Committee and approval of the Board of Directors, at the Annual General Meeting (AGM) for the financial year 2023-24 held on September 24, 2024, M/s. Singhi & Co., Chartered Accountants, having Firm Registration No.

302049E were appointed as Statutory Auditors of the Company to hold office till the th AGM to be held in the calendar year 2029. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, remark. During the year under review, the Auditors did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the

Company, in respect of various manufacturing activities are required to be audited. hasThe cost audit report for the financial been filedwith the Ministry of Corporate Affairs. M/s. S.N. & Co., Cost and Management Accountants, were appointed as the Companys Cost Auditor.

The Board of Directors has, on the recommendation of the Audit Committee, appointed M/s. S.N. & Co., Cost and Management Accountants, to audit the cost accounts of the Company on a remuneration of 2.50 lakh plus applicable taxes and out of pocket expenses for the year 2026-27. As required under the provisions of Companies Act, 2013, the remuneration payable to the Cost Auditors for 2026-27 is being placed before the members in the ensuing annual general meeting for approval.

Secretarial Auditor

Based on the recommendation of the Audit Committee and approval of the Board of Directors, at the Annual General Meeting (AGM) for the financial year 2024-25 held on September 25, 2025, M/s. S.G. Kankani & Associates, Practicing Company Secretaries, having

Firm Registration No. P1998CG012600 were appointed as Secretarial Auditors of the Company to hold office till the conclusion of the 57th AGM to be held in the calendar year 2030. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as Annexure D to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, in terms of requirement of regulation 24A of SEBI Listing Regulations, the Secretarial Audit Report, for the financial year ended March 31, 2026, in respect of Sarda Metals & Alloys Limited and Madhya Bharat ofthe56 Power Corporation Limited, the material subsidiaries of the Company, is annexed to this report, marked as Annexure E and Annexure F respectively. Corporate Social Responsibility (CSR) reservation or adverse

With the objective of sustainable development and continual improvement, the Company adopts a voluntary and proactive approach to CSR to connect with the society by creating a sense of belongingness. The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through initiatives in the areas of Health, Education, Art, Culture & Heritage, Rural development etc. The Company strives for sustainable development programs in partnership with the community.

The Companys CSR initiatives usually involve setting the foundation of various programs at a small scale to learn from on-ground realities, getting feedback from community and then putting an enhanced sustainable model to ensure maximum benefit community. The Companys focus has been upliftment of underprivileged in the society by providing quality education, training and healthcare. The company also supports the NGOs working for such cause. Members are requested to refer the Corporate Governance Report forming part of this annual report for the composition of the CSR Committee. The CSR policy of the Company is available on the website of the Company www.seml.co.in - under the head policies under the Investors section. The annual report on the CSR activities is annexed as Annexure G to this report.

Corporate Governance

Pursuant to the Listing Regulations, Corporate Governance Report along with the Auditors Certificate regarding compliance of conditions of Corporate Governance is made a part of the Annual Report.

Business Responsibility & Sustainability Report

In accordance with the Listing Regulations, the BRSR describes the performance of the Company on environmental, social and governance aspects. The disclosures on key performance indicators (KPIs) of BRSR Core and Independent Assurance Report on the identified sustainability information is made a part of annual report.

Disclosures

Board/Committees/Vigil Mechanism

The details of the composition of Board of Directors, composition of various committees of the Board, meetings of the board and committees and attendance of directors at the Board and committee meetings and implementation of Vigil Mechanism are given in the Corporate Governance Report forming part of Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made and guarantees given are given in note no. 3, 7, 11(a), 37, 55 and 56 to the standalone financial statements. The Company, in its capacity of promoter, has pledged shares of Sarda Metals & Alloys Limited and Madhya Bharat Power Corporation Limited with the lenders of respective companies for loans granted to them by the lenders. The details of pledged shares are given as part of the financial statements. The loans and the guarantees given are utilized by the recipients for their business purposes. Members are requested to refer the notes for details, which are not repeated here for the sake of brevity.

Contracts and Arrangements with Related Parties

During the year under review, all related party transactions entered by the Company, were approved by the Audit Committee and were at arm s length and in the ordinary course of business to further the business interests of the Company. Prior approval of Audit Committee is obtained for related party transactions. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Also, there were no material related party contracts entered into by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2025-26 and hence does not form part of this report. Details of related party transactions entered by the Company, in terms of IndAS 24 have been disclosed in the notes to the standalone and consolidated financial statements forming part of this Report.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed under Policies under Investors section on the Company s website www.seml.co.in.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure H to this Report.

Annual Return

The Annual Return of the Company as on March 31, 2026 is available at - Annual Return

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed herewith as Annexure I to this Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure J to this report.

Risk Management

The Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, accident, security, property, IT, cyber, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

A Risk Management Policy and a Hedging Policy as approved by the Board of Directors is in place. The Company monitors and manages the risks and uncertainties that can impact its ability to achieve its strategic objectives.

General

The directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review -

1. Details relating to deposits covered under Chapter V of the Act;

2. Issue of equity shares with differential rights as to dividend, voting or otherwise;

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The directors further confirmthat during the year 2025-26 -a) Neither the Chairman, Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries; b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future; c) The Company is required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 and such accounts and records are made and maintained; d) The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively; e) Under the Insolvency and Bankruptcy Code 2016, no applications were made by or against the Company and there are no proceedings pending at the end of the financial year. f) The Company has not made any one-time settlement with any of its lenders. g) The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]. h) The Company has complied with provisions relating to the Maternity Benefit Act, 1961.

Furthermore, the directors also state that during the year under review, no complaints were received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The disclosures / information / details disclosed / given elsewhere in the annual report have not been repeated in the directors report for the sake of brevity. Members are requested to refer relevant sections for the information.

All policies/disclosures required to be disclosed on the website are available under the Investors section on the website of the Company at www.seml.co.in.

Acknowledgement

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors and members during the year under review.

On behalf of the Board of Directors
(K.K. Sarda)
Chairman
DIN: 00008170

Raipur
August 01, 2026