Sarda Energy & Minerals Ltd Directors Report

Dear Shareholders,

Your directors take pleasure in presenting the 52^nd Annual Report on business and operations of the Company for the financial year ended 31^st March 2025 a period that underscores our commitment to operational excellence, strategic growth, and sustainable practices.

Results of Operations ( in crore)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	3,484	2,733	4,643	3,868
Exports	105	125	851	911
Other Income	120	185	172	184
EBIDTA	1076	699	1410	982
Depreciation	150	64	272	183
Finance cost	97	18	220	128
Profit before tax	829	617	918	671
Provision for tax	221	151	237	159
Net Profit	608	466	681	509

Acquisition of SKS Power Generation (Chhattisgarh) Limited

During the year we acquired and amalgamated SKS Power Generation (Chhattisgarh) Limited (SKS) through Corporate Insolvency Resolution Process under Insolvency & Bankruptcy Code 2016 consequent to the approval of companys Resolution Plan by the National Company Law Tribunal (NCLT). SKS was having an operating 2*300 MW thermal power plant with basic infrastructure for additional 600 MW plant in Raigarh district of Chhattisgarh near our coal mines. The acquisition was completed on 21^st August 2024. The financial statements for the year ended 31^st March 2025 include the figures of SKS w.e.f. 22^nd August 2024 and as such the current year figures are not comparable with previous year figures.

Post-acquisition, we have taken various steps in Sept.- Oct- 24 for efficiency improvement and sustained performance, which is reflected in improved generation from 1540.08 Mn Kwh (Apr-Aug 24) to 1723.60 Mn Kwh (Nov-Mar 25). In the first quarter of current year, we have achieved PLF of above 90%.

Approval of our Resolution Plan has been challenged by unsuccessful Resolution Applicants before the honble Supreme Court, following rejection of their appeal by the NCLAT.

Review of Performance

Our facilities at the Raipur location, encompassing iron ore pellet, sponge iron, power, and eco-brick plants, demonstrated excellent performance by surpassing both the previous years production levels and their respective annual production targets. This achievement is a testament to the dedication and efficiency of our teams. To maximize profitability, the Company strategically sold 33.32 MU of power through the Indian Energy Exchange (IEX). While this strategic decision affected steel and ferro alloys production, it positively contributed to the companys profitability.

We remain steadfast in our pursuit of excellence in the mining, metal and energy sectors through continuous system upgrades, increased mechanization, and vigilant tracking of industrial trends. Our proactive adoption of the latest developments and responsiveness to industrial changes ensure we remain at the forefront of the industry.

To sustain and enhance output, we continuously invest in modernization and upgradation of our production facilities. During the year under review, we undertook several major modifications and improvements. These include:

• Producing Gas Plant capacity (PGP) Enhancement: Installation of an additional module in the PGP to reduce pollution and decrease dependency on high-grade coal /oil.

• Continuous Casting Machine (CCM) Modification: to produce larger size and length Billets (125mm x 125mm billets of 8 to 9 meters).

• Wire Rod Mill Upgradation: Enhancements to the Wire Rod Mill to hot roll the larger billets, significantly improving yield and enabling the production of 1 MT single coils.

• Ferro alloys Furnace Modernization: Comprehensive upgradation of Ferroalloys furnaces for improved gas evacuation and enhanced power utilization.

• Gas Cleaning Plant capacity enhancement: Installation of an additional Gas Cleaning Plant for cleaner operation.

• Replacement of old TG Set for Power Generation Efficiency: A significant project has been initiated to replace existing aged power generation turbine and generator set with efficient machines from BHEL, ensuring reliable and optimized power production.

Projects under execution 50 MW Solar power project

The project is in final stage of installation and we expect to commission the project any time in the next financial year. The project got delayed due to problems at the end of the EPC contractor, Gensol Engineering Limited. This project highlights our commitment to incorporating sustainable energy solutions into our operations.

Sahapur Underground Coalmine project (MP)

We have received consent to operate for opening of the mine and construction of incline. Work has been started for development of the mine and we expect to start coal production by end of next financial year. This mine will meet our requirement of high grade coal.

Gare Palma IV/5 Coal Mine Project (CG)

The Company was declared successful bidder for the the mine. This is an existing operating mine which was previously operated by Hindalco Industries Limited. Due to change in boundaries of the mine we have to go for fresh approvals. We have got 51 months time to start the mine and we are hopeful of starting production before scheduled time.

Bartunga Hill Coal Mining Project (JV)

A Joint Venture led by us with 67% share has won Bartunga Hill Underground Coal Mine of South Eastern Coal Fields Limited (SECL) as mine operator, on revenue sharing basis, for Re-opening, Salvaging, Rehabilitation, Development and Operation in the state of Chhattisgarh. The consortium was declared successful bidder for operation of the coal mine on revenue sharing basis. 18% of the revenue net of taxes shall be retained by South Eastern Coal Fields Limited (SECL). The contract agreement between the JV Company BCPL and SECL has been executed and other activities are progressing as planned.

Surjagarh-1 Iron Ore Mining Project (JV)

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 Iron ore mining project is in the approval stage. Prospecting work will be started after we get necessary approvals and forest clearance.

24.90 MW Kotaiveera SHP

A 25 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 and we expect to start work on the project before end of current financial year.

Change in Business

There are no material changes and commitments affecting the financial position of the Company since close of the financial year. Further details on the performance of the Company and on the Companys operations and financials are provided in the Management Discussion and Analysis and other sections, as annexed to this report. There was no change in the nature of the business of the Company during the year.

Dividend

The Board, subject to approval of shareholders, has recommended dividend @ 1.50 per share (150%) for the F.Y. 2024-25, subject to the deduction of tax at applicable rate. The dividend shall result in cash outflow of 52.86 crore. Last year, the Company had paid divided @ 1.00 per share.

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy. The dividend will be paid out of the profits for the year.

During the current year 2024-25, the Company has further transferred unpaid dividend of 12.63 lakh in respect of F.Y. 2016-17 to the Investor Education and Protection Fund. The dividend for FY 2023-24, on equity shares transferred to IEPF, has also been remitted to IEPF.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2024-25 in the statement of profit and loss. Accordingly, no amount has been transferred to reserves.

Subsidiaries / Joint Ventures

During the year additional investment was made in Sarda Global Trading DMCC, Chhattisgarh Hydro Power LLP and Bartunga Coal Private Limited in its capacity as Promoter of those entities for meeting the fund requirements for their business activities.

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 subsidiary is operating 102 MVA Ferro Alloys Furnaces backed by 80 MW captive thermal power plant near Vizag port to cater mainly to export market. The Company is recognized as a Three Star Export House and holds a long term rating of A(Stable) and short-term rating of A1 from CRISIL.

During the year, Power Generation was 573.06 MU as compared to 626.45 MU in the previous year. The ferro alloys production stood at 1,02,158 MTs as against 1,14,412 MTs (silico and ferro manganese) in the previous year. Company was able to achieve PLF of 81.77% against PLF of 89.15% in previous year.

During the FY 2024-25, the company exported 99,556 MTs (including trading export of 20 MTs) ferro alloys valued 802.01 crore against 1,03,534 MTs (including trading export of 878 MTs) in the previous year valued 785.42 crore. The company has reported a net profit of 6.33 Crore as against 10.66 crore in the previous year. Operational performance remained broadly in line with the previous year. The Company has derecognized the Deferred Tax Asset to the extent of 4.94 Crore for the financial year 24-25 which was recognized in earlier years on indexation on Land, as the benefit of the same is no longer available with the advent of amendments made vide Finance No 2 Act of 2024.

The Company has successfully completed the project for manufacturing Mineral Fibre at its existing facility at Vizianagaram and commenced the production at the end of March 2025.

> Sarda Energy Limited (SEL), a wholly owned subsidiary earned a net profit of 3.81 crore as against net profit of 3.88 crore in the previous year. The profit was mainly from share of profit from investment in Chhattisgarh Hydro Power LLP.

> Kalyani Coal Mining Private Limited (KCMPL), a wholly owned subsidiary has been 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, on account of overlapping boundaries of two mines and resultant DGPS survey, revised DPR was prepared. As per the revised DPR, the project is not viable and hence it is proposed to surrender the Mine. Necessary steps are being taken in this direction.

During the year under review, the company earned a profit of 0.51 crore as against profit of 0.69 crore in the previous year. The revenue earned was on account of interest on loan advanced.

> Chhattisgarh Hydro Power LLP (CHPLLP), a wholly owned subsidiary, is successfully operating 24 MW Gullu Small Hydro Electric Project (SHP) since last eight years.

It has completed construction of its second hydro power plant named 24.90 MW Rehar-I SHP. The Plant is under trail run stage and shall commence commercial operations shortly. Two more small hydro power projects are under different stage of clearances.

CHPLLP enjoys credit rating A (Stable) from ICRA.

During the FY 2024-25, Gullu SHP has generated and supplied 90.11 MU units (PY 72.45 MU units). It has earned post tax profit of 29.23 crore (PY 20.46 crore). The improvement in performance is attributable to good monsoon in the catchment area during the year under review.

> 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 location in difficult hilly terrain of Kumaon region of Uttarakhand.

The company has supplied 20.37 MU power in the FY 2024-25 (Previous Year 13.28 MU) to the state grid. The performance in the previous financial year was impacted because of damage to low pressure pipeline due to landslide. The Plant swiftly resumed operations. During the year 2024-25, the company has reported EBIDTA of 4.66 crore (PY 2.43 crore) and net loss of 0.42 crore (PY loss 1.23 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 367.17 MU (PY 367.25 MU) of power in the F.Y 2024-25 and reported revenue from sale of power of 246.01 crore (PY 260.82 crore). Based on provisional tariff, it has earned post tax profit of 16.36 crore (PY 11.98 crore). The determination of final tariff is in process.

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

> Sarda Hydro Power LLP (SHP LLP) has licenses for implementation of two small hydro projects. Survey works for 24.90 MW Kotaiveera SHP is under progress.

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 21.93 crore as against profit of 28.78 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 892,239 MT (PY 557,807 MT) coal was extracted from the Mine.

The subsidiary reported a net profit of 34.96 crore as against net profit of 13.10 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 8.02 crore as against net loss of 5.38 crore in the previous year.

> 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 firm will be dissolved once coal allocation related matters are closed. The matter is pending in Honble High Court, Bilaspur, Chhattisgarh.

Joint Venture

> Bartunga Coal Private Limited(BCPL),This company has been incorporated as a special Purpose Vehicle Joint Venture (Companys share in JV 67%) for Reopening, 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 1.48 crore 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 mine in the State of Maharashtra. The Company holds 51% stake in NREPL. The mine is under approval stage. Application for prior approval for Exploration and survey has been submitted for grant of Stage -1 & Stage- II forest clearance.

> Raipur Infrastructure Company Limited (RICL) is a dormant Joint venture company where we hold 1/3^rd 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 2024-25 the company earned interest income of 1.02 crore and total comprehensive income of 1.05 crore as against comprehensive loss of 3.05 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 2024-25, MSCCL reported comprehensive income of 0.34 crore as against 0.07 crore in the previous year.

At present the Company is having land of about 71.220 Hectares. MSCCL would be wound-up after disposal of the land.

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 repeated here for the sake of brevity.

Consolidated financial statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries and associates 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 our website www.seml.co.in. These documents are also available for inspection.

Directors

In the last Annual General Meeting, the members approved

a) re-appointment of Mr. Kamal Kishore Sarda, as Chairman & Managing Director for a further period of 5 years w.e.f. 1^st April 2025; and

b) re-appointment of Mr. Pankaj Sarda, as Director liable to retire by rotation.

Further, on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the members of the Company through Postal Ballot, in the manner required, have approved, w.e.f. 1^st April 2025, the appointment of:

a) Mr. Kamal Kishore Sarda (DIN: 00008170) as Executive Chairman for a period of five years, not liable to retire by rotation;

b) Mr. Pankaj Sarda (DIN: 00008190) as Managing Director for a period of five years, liable to retire by rotation; and

c) Mr. Anant Sarda (DIN: 07908187) as Non- Executive Non-Independent, Promoter Director, liable to retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Padam Kumar Jain, Wholetime Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Further, on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company, in its meeting held on 2^nd August 2025, subject to the consent of the members of the Company, has-

a) appointed Ms. Tripti Sinha as Independent Director on the Board for the second term of five years w.e.f. 20^th October 2025.

b) re-appointed Mr. Padam Kumar Jain as Wholetime Director of the Company for a period of five years w.e.f. 1^st June 2026, liable to retire by rotation. Mr. Padam Kumar Jain shall also continue to hold the office of CFO.

Necessary resolutions for the above appointment/ re-appointment are being made a part of the Notice convening the ensuing general meeting. Brief profile of Ms. Tripti Sinha and Mr. Padam Kumar Jain, who are proposed to be appointed / re-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 (Appointment and Qualification of Directors) 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 Di re ctors, Key Man ageri al Personnel (KMP), Seni or 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 Qualification, positive 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 Companys 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: Familiarization Programme

Directors Responsibility Statement

The directors state that:

a) in the preparation of the annual accounts for the year ended 31^st March 2025, 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 31^st March 2025 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 202324 held on 26th September 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 conclusion of the 56^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, reservation or adverse 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.

The cost audit report for the financial year 2023-24 has been filed with 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 not exceeding 2.50 lakh plus applicable taxes and out of pocket expenses for the year 2025-26. As required under the provisions of Companies Act, 2013, the remuneration payable to the Cost Auditors for 2025-26 is being placed before the members in the ensuing annual general meeting for approval.

Secretarial Auditor

The Board has appointed M/s. S.G. Kankani & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March 2025 is annexed herewith marked as Annexure D to this Report.

The Board of Directors of the Company ("the Board"), at its meeting held on 24^th May 2025, has considering the experience and expertise and on the recommendation of the Audit Committee, have recommended to the Members of the Company for appointment of M/s. S.G. Kankani & Associates, Company Secretaries (Registration No. P1998CG012600), as the Secretarial Auditors of the Company for a period of five years commencing from the conclusion of the ensuing 52^nd Annual General Meeting (AGM) scheduled to be held on September 25, 2025, through the conclusion of 57^th AGM of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY 2025-26 through FY 2029-30.

The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

Further, in terms of requirement of regulation 24A of SEBI Listing Regulations, the Secretarial Audit Report, for the financial year ended 31^st March 2025, in respect of Sarda Metals & Alloys Limited and Madhya Bharat 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)

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 belonging. 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 to the 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. During the year, the Companys spending on CSR has been more than the statutorily required.

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

The Company is committed to pursue its business objectives sustainably, ethically, transparently and with accountability to all its stakeholders. The Company believes in ensuring environmental well-being with a long-term perspective as well as demonstrating responsible behaviour while adding value to the society and the community. In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is made a part of annual report.

Disclosures

Board/Committees/Vigil Mechanism

The details of the composition of Board of Directors, Corporate Social Responsibility Committee, Audit Committee, other 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, 4, 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 into by the Company, were approved by the Audit Committee and were at arms 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 2024-25 and hence does not form part of this report. Details of related party transactions entered into 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 Companys website - www.seml.co.in.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. During the current year the company also got its internal financial controls reviewed by independent professional experts. No material weakness has been reported by the experts.

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 31st March 2025 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 confirm that -

a) Neither the 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 during the financial year 2024-25 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 again 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 thanks the customers, vendors, investors, business associates and bankers for their continued support during the year. The Board places on record its appreciation of the contribution made by employees at all levels. The Companys resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.

The Board thanks the Government of India and the State Governments where Company has its operations and other regulatory authorities and government agencies for their support and looks forward to their continued support in the future.

	On behalf of the Board of Directors
	(K.K. Sarda)
Raipur	Chairman
2nd August 2025	DIN: 00008170