Steel Exchange India Ltd Directors Report

The performance of the Company for the Financial Year ended March 31, 2025 is as under:

Rs. In Crores, unless otherwise stated

During the year under review, the total Revenue of the company stood at Rs.1144.02 Crores as against the Rs.1093.26 Crores in FY 24. Net Profit/(Loss) recorded at Rs. 25.75 Crores as against Net Profit of Rs. 10.69 Crores in the Previous Year.

The Manufacturing Sales including trading sales were Rs . 1118.81 Crores in the current year compared to Rs. 1060.22 Crores in the previous year. The power sales during the year amounted to Rs. 23.22 Crores compared to Rs. 28.95 Crores in the previous year.

Members may recall the managements endeavor to increase production levels and improve margins as well as to identify and realign the assets of the company to increase the value of the company for all stake holders. The company has successfully completed the capital works of Rolling Mill and CCM works and other related works and commissioned its enhanced capacities in March 2025 with the additional funding of Rs.100 crs raised during 2023-24 by way of NCDs for this purpose. The production has been stabilized with new capacities and production levels are expected to be higher from the second half of the FY 26 onwards coupled with good demand expected. Further this capacity expansion reduces the production cost of 8 and 10 MM size products as the same will be manufactured within our plant instead of outsourcing the conversion at additional cost. With the periodic maintenance works completed in all the units, the operational efficiencies are expected to enable smooth running of the units and thereby reduce costs and improve margins. The higher production levels coupled with savings in cost of production in 8 and 10 MM sizes is expected to add to the earnings of the company.

The management has hived off the non-Core asset i.e Kothapeta plant in FY 2024-25 as the same has not been functioning for the last > 5 years due to non-availability of Gas and the sale value is Rs. 50 cr including GST. The sale proceeds are being used for repayment of NCD installments and working capital.

Your company has won the contract from Rashtriya Ispat Nigam Limited (RINL) for conversion of 1.20 lakhs MTPA of their 150 MM Blooms in to TMT Bars of Vizag Steel Brand and this contract is for 2 years and can be extended for another 1 year at mutual consent. The company is setting up Re-Heating plant and also additional equipment in Rolling Mill to handle this bigger size (150 MM) blooms and commencement of conversion work under this contract is likely to take in Q4 of FY 26. With this additional volume your company can utilize the Rolling mill at higher capacity and generate additional income.

The management is putting its best efforts to reduce the finance cost and exploring all options in this regard i.e seeking potential investors to fund at lower ROI to refinance the existing high cost loans, also raising funds from the shareholders through rights etc and by strategic development and sale of surplus and idle land parcels including leasing out of surplus lands, sheds and Railway siding to optimize the utilization of available assets of the company, increase revenue.

With the state government focus on improving the infrastructure in the state, the company expects stable and steady increase in demand for steel. All these factors augur well for the company in the coming years. The management is committed to continue its efforts in minimizing the costs and improving the intrinsic value of the company for the benefit of all stakeholders

4. DIVIDEND

The Board of Directors of the Company has not recommended Dividend for the financial year ended March 31, 2025.

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on the Companys website at https://seil.co.in/uploads/5479-SEIL_Dividend_Distribution_Policy.pdf

During the period under review, there was no change in the Authorized Share Capital of the Company

The Authorized Share Capital of the Company is Rs.332,00,00,000/- (Rupees Three Hundred and Thirty-Two Crores only) divided into 258,00,00,000 (Two Hundred and Fifty Eighty Crores only) Equity Shares of Rs.1/- (One only) each and 7,40,00,000 (Seven Crore Forty Lakhs only) Preference Shares of Rs.10/- (Ten only) each.

The Paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs. 1,19,76,33,270/- (Rupees One Hundred Nineteen Crores and Seventy-Six Lakhs Thirty-Three Thousand Two Hundred and Seventy).

During the year, there was no change in the paid-up share capital of the Company.

The Company has not issued any shares with differential rights; hence, no information is furnished as per the provisions of Section 43(a)(ii) of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014. Further, the Company has not granted any stock options to its employees. However, the Company has issued and allotted warrants during the year as given below: -

2,82,97,870 Convertible Warrants of the face value of Rs.1/- each at an issue price of Rs.14.10/- per warrants (including share premium of Rs.13.10/- per share) on preferential basis to non-promoter of the Company as a part fund raising for utilized for Capex and working capital requirement and other general corporate purposes of the Company.

The Equity Shares of your Company are listed on BSE Limited and National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2024-25.

In the Financial Year 2020-21, the Company issued and allotted 3,828 Secured, Rated, Listed, Redeemable, Non-Convertible Debentures bearing a face value of INR 10,00,000 (Rupees Ten Lakh only) each, aggregating up to an amount of INR 382,80,00,000/- (Rupees Three Hundred and Eighty-Two Crores Eighty Lakhs only) ("Debentures") in dematerialized form on a private placement basis to Group of Investors led by Edelweiss as a part fund raising for one time settlement of all dues of the company with existing lenders. The said NCDs are listed on BSE Limited. Further, During FY 2023-24, the said 3,828 Secured, Rated, Listed, Redeemable, Non-Convertible Debentures was restructured and In-principal and Listing approval taken from BSE Limited on 17th January, 2024 and 27th February, 2024 respectively.

Further, the Company issued and allotted 1,000 Secured, Un-Rated, Un-Listed, Redeemable, Non-Convertible Debentures bearing a face value of INR 10,00,000 (Rupees Ten Lakh only) each, aggregating up to an amount of INR 100,00,00,000/- (Rupees One Hundred Crores only) ("Debentures") in dematerialized form on a private placement basis to True North and Neo as a part fund raising for Capex and Working Capital.

As per Regulation 53 of the SEBI Listing Regulations, the name along with full contact details of the Debenture Trustees is given below:

VISTRA ITCL (INDIA) LIMITED

The IL & FS Financial Centre Plot No. C-22, G Block, 7th Floor Bandra Kurla Complex, Bandra (East) Mumbai 400051, India Tel: +91 99104 96860, Tel: +91 22 2659 3535 Cell: +91 98206 61411, Email: mumbai@vistra.com

During the year under review, the company has not issued any shares.

During the year under review, there were no deviations in the use of proceeds from the objects stated in the offer document.

10.CREDIT RATING

During the year under review, there were changes in the credit ratings assigned to certain instruments of the Company by the credit rating agencies. The details of the ratings and revisions are as follows:

11. ANNUAL RETURN

As required by Section 92(3), read with Section 134(3)(a) of the Act the Annual Return in Form MGT-7 is placed at the companys website and the link for the same is https:// seil.co.in/governance/annualreturn.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2025, Six Board Meetings were held.

The dates on which the Board Meetings were held are 03rd May, 2024, 31st July, 2024, 29th August, 2024, 17th October, 2024, 18th December, 2024, and 24th January, 2025.

Details of number of Meetings attended by each Director have been given in the Corporate Governance Report, which forms part of the Annual Report.

13. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms for the year ended 31st March, 2025:

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations as required under the provisions of Section 149(7) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, stating that they meet the eligibility criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obl igations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board all our Independent Directors, appointed during the year, possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5) (iii a) of the Companies (Accounts) Rules 2014.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors held their separate meeting where only Independent Directors were present on March 26, 2025 inter alia, to:

16.AUDITORS

Statutory Auditors:

Members of the Company at the 25th AGM held on September 27, 2024, approved the appointment of M/s. Pavuluri & Co., Chartered Accountants (FRN 012194S) as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of the 25th AGM to 30th AGM to be held for the financial year ended 31st March, 2029. M/s. Pavuluri& Co., Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, as amended from time to time, Mr. D Zitendra Rao, Practicing Cost Accountant has been appointed as Cost Auditor for conducting Cost Audit for the financial year 2024-25 under review.

The Products of the company was classified as "Steel and Electricity" manufactured/ produced by the Company are subject to Cost Audit in terms of Section 148 of the Companies Act, 2013 read with the rules issued there under by the Central Government.

The Board at its Meeting held on May 19, 2025, based on the recommendation of the Audit Committee, approved the appointment of M/s. Dendukuri & Co., Cost Accountants (Proprietor Mr. D Zitendra Rao, Practicing Cost Accountant), as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the F.Y. 2025-26. In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs.8.00 lakh plus applicable taxes payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, a resolution to this effect forms part of the Notice convening the AGM.

Internal Auditors:

Pursuant to the provisions of section 138 of the Companies Act, 2013 and rules made thereunder, on recommendations of the audit committee M/s. Boppudi & Associates, Chartered Accountants were appointed as Internal Auditors for the Financial Year 2024-25 under review.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as per Audit Committee recommendations, your Directors had appointed M/s. B S S & Associates, Practicing Company Secretaries, Hyderabad to undertake the Secretarial Audit of your Company for the financial year 2024-25.

With the effective of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 w.e.f. 13.12.2024, the appointment of a Secretarial Auditor shall be for a maximum of one term of five consecutive years if the auditor is an individual, and for a maximum of two terms of five consecutive years if the auditor is a partnership firm. Such appointment of Secretarial Auditor shall also be approved by the shareholders in Annual General Meeting. In this connection the Board reviewed the matter and offered to M/s. B S S & Associates; Company Secretaries to act as Secretarial Auditors for a period of five consecutive years, specifically for the financial years 2025-2026 to 2029-2030. Necessary Consent letter received from M/s. B S S & Associates; Company Secretaries.

The Board considered, approved and recommended to the members of the company at the forthcoming 26th Annual General Meeting (AGM) for their approval and necessary resolution agenda item taken in to notice of the 26th AGM with explanatory statement.

17.AUDIT REPORTS: Statutory Audit Report

There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditors Report on the financial statements of the Company for the Financial Year 2024-25 and hence does not require any explanations or comments by the Board.

Internal Audit Reports

Internal Auditors has performed internal audit of the operations of the Company for the Financial Year 2024-25 and they have also presented their observations to the Audit Committee in Three out of Seven meetings held, i.e., on 03rd May, 2024, 17th October, 2024, and 24th January, 2025 respectively for the financial year 2024-25.

Secretarial Audit

The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2024-25 and Secretarial Compliance Report for the Financial Year are annexed herewith as Annexure - 1.

The Secretarial Audit Report doesnot contain any qualifications reservations, adverse remarks or disclaimer for FY 2024-25.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any Loans / Guarantees and not made any Investments during the F.Y. 2024-25, as specified under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

19. TRANSFER OF AMOUNT TO GENERAL RESERVES

Your Company doesnt propose to transfer any amount to the general reserve for the Financial Year ended 31st March, 2025.

20. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI Listing Regulations during the financial year were in the ordinary course of business and on an arms length basis. There were no materially significant transactions with related parties during the financial year, which were in conflict with the interest of the Company. Suitable disclosure as required by the Indian Accounting Standards (Ind AS-24) has been made in the notes to the financial statements.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is uploaded on website of the Company at https://seil.co.in/uploads/7611-RPT_Policy_(1).pdf A statement, in summary form, of all the transactions entered into with the related parties in the ordinary course of business, details of individual transactions with related parties are placed before the audit committee for the review from time to time. The particulars of contracts or arrangements with related parties referred to in Subsection (1) of Section 188 are prepared in Form No. AOC-2 pursuant to Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is given in notes to accounts of the company wide note no 3.32.3 and also brief details are annexed to Boards Report as Annexure-2.

21. DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet, in terms of Section 73 of the Companies Act, 2013 during the year ended 31st March, 2025.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - 3 to this Report.

23. RISK MANAGEMENT POLICY

The Company has an adequate risk management policy in place. The risk management process is reliable and broad based, ensuring that the Company is well guarded against foreseeable risks and aptly prepared for future contingencies. Risk management encompasses risk identification, evaluation, reporting and resolution to ensure the smooth functioning of operations and business sustainability. Risk Management has become an integral part of business decision making. The policy is uploaded on website of the Company at www.seil.co.in/uploads/9613-Risk_Management_policy_(1).pdf

24. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation of CSR activities of your Company. The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities during the year are given in the Annual Report on CSR activities in Annexure -4 to this Report in the Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR policy is also available on the website of the company, w w w . s e i l . c o . i n / u p l o a d s / 2 9 9 0 -Corporate_Social_Responsibility_Policy_(1).pdf.

25. COMMITTEES OF THE BOARD

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The composition, as well as meetings and other details of these committees have been given in the Report on the Corporate Governance forming part of the Annual Report.

26. CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditors Certificate on its compliance.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations, is annexed herewith which forms part of this report.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY AND MECHANISM

The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases. The policy is uploaded on website of the Company at https://seil.co.in/uploads/ 3742-Whistle_Blower_Policy.pdf

29. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The Board sought the feedback of the Directors on various parameters including:

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

Structure, composition and role clarity of the Board and Committees;

Extent of co-ordination and cohesiveness between the Board and its Committees;

Effectiveness of the deliberations and process management;

Board/Committee culture and dynamics; and

Quality of relationship between Board Members and the Management.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.

The Chairman of the Board had one-on-one meetings with the Independent Directors (IDs) and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain the Directors input on effectiveness of the Board/ Committee processes. In a separate meeting of IDs, the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of Executive Director and other Non-Executive Directors.

The NRC reviewed the performance of the individual directors and the Board as a whole. In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its committees, and individual Directors were discussed.

30. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review,

Shri Bavineni Suresh (DIN: 00181832) and Shri Veeramachaneni Venkata Krishna Rao (DIN: 00206884) retired and re-elected at the last Annual General Meeting of the Company held on September 27, 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mohit Sai Kumar Bandi (DIN: 07410118) will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Accordingly, the resolutions seeking the approval of the members for the said re-appointments have been incorporated in the Notice of the Annual General Meeting.

Mr. Shyam Jagetiya (DIN: 02581262) as Nominee Director of the company resigned with effect from April 1, 2024 due to pre-occupancy, and there is no other reason for resignation.

On the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on May 03, 2024, has approved the appointment of Mr. Ram Mohan Nagoji (DIN 02895361) as Nominee Director of the Company with effect from May 03, 2024, pursuant to the nomination received from the M/s. Vishwa Samudra Holdings Private Limited, Investor of the company and the Company has obtained approval of shareholders by way of Ordinary resolution was taken through Postal ballot dated 27.07.2024.

On the basis of recommendations of the Audit Committee and the Nomination and Remuneration Committee, the Board appointed Mr. M Mallikarjuna Rao, DGM Accounts, as an Interim CFO (Chief Financial Officer) of the Company with effect from May 03, 2024.

Mr. Veeramachaneni Venkata Krishna Rao (DIN: 00206884) and Mr. Bavineni Suresh (DIN: 00181832) as Non-Executive - Non-independent Directors of the company resigned with effect from the closing business hours on October 15, 2024 due to personal reasons and preoccupations only, and there is no other reason for resignation.

On the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on December 18, 2024, has approved the appointment of Mr. Subbarao Venkata Munnang (06495576) as Additional Independent Director of the company with effect from December 18, 2024, and the appointment was subsequently approved by the shareholders through a special resolution passed at the Extraordinary General Meeting (EGM) held on January 10, 2025.

Mr. M. Mallikarjuna Rao resigned from the position of Interim Chief Financial Officer (CFO) of the Company with effect from December 18, 2024. His resignation was tendered to facilitate the appointment of a full-time CFO. He continues to serve as General Manager - Accounts of the Company. There are no other material reasons for his resignation.

On the basis of recommendations of the Audit Committee and the Nomination and Remuneration Committee, the Board of Directors at its meeting held on December 18, 2024, appointed Mr. Brahmaiah Telaprolu as the Chief Financial Officer (CFO) of the Company with effect from December 18, 2024, in accordance with the provisions of Section 203 of the Companies Act, 2013 and the applicable rules made thereunder.

Mr. Ramineni Ramachandra Rao (DIN: 00226945), Mr. Kodali Krishna Rao (DIN: 00382726), and Mr. Siva Prasad Chivukula (DIN: 01904785) as Non-Executive - Independent Directors of the company resigned with effect from December 31, 2024 due to completion of their second term of appointment, and there is no other reason for resignation.

Mrs. Sujata Chattopadhyay (DIN: 02336683), as Non-Executive - Independent Director of the company resigned with effect from March 27, 2025 due to completion of their second term of appointment, and there is no other reason for resignation.

31. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The companys policy on directors appointment and remuneration and other matters provided in Section 178 (3) of the Act have been disclosed in the Corporate Governance Report. Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has adopted a policy for nomination, remuneration and other related matters for Directors and Senior Management Personnel. A gist of the policy is available in the Corporate Governance Report. Companys Policy on Directors Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of directors and other matters provided under section 178(3) of the Companies Act, 2013 is also placed at the website of the Company at https://seil.co.in/uploads/6225-Nomination_and_Remuneration_Policy.pdf

32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The Board of Directors of the Company is responsible for ensuring that Internal Financial Control has been laid down by the Company and that such controls are adequate and operating effectively. The internal financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorisation and ensuring compliance with corporate policies.

The scope and authority of the Internal Auditor is well defined in the company. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee.

33. MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records of the Company as specified under Section 148(1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts during the financial year ended 31.03.2025.

34. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards report enclosed as Annexure- 5.

During the financial year 2024-25, there were no employees in the Company whose details are to be given pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no such instances of frauds reported by the Statutory Auditors under Sub-section 12 of Section 143 of the Companies Act, 2013 along with the Rules made there under.

36. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

37. UNCLAIMED SUSPENSE ACCOUNT/ESCROW ACCOUNT:

In accordance with the procedure laid down in Schedule VI to the SEBI Listing Regulations, the Company has transferred unclaimed shares of Equity shareholders (previously GSAL Shareholders) into one folio in the name of "Steel Exchange India Limited -Unclaimed Suspense Account" and maintain details of shareholders whose shares are credited to the said Unclaimed Suspense Account.

Company is doing transfer of Equity shares in Dematerialised from to respected shareholders of GSAL (India) Limited upon receipt of communication from time to time.

38. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your company incorporated a wholly owned subsidiary company SEIL (Hong Kong) Ltd on 02nd June, 2015 which was in dormant stage due to non-commencement of business operations since its incorporation. Your company has closed SEIL (Hong Kong) Ltd and the same was strike off by respective authority in the origin of the company. As on 31.03.2025, the Company has no Subsidiary, Joint Venture or Associate Company.

39. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;

There were no companies which have become its subsidiaries, joint ventures or associate companies during the year.

After the closure of the financial year;

The company has incorporated a wholly owned subsidiary (WOS) on June 29, 2025 in the Name and style of SEIL Infra Logistics Limited.

40. INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

41. MATERNITY BENEFIT

During the year under review, the company complied with the provisions of the Maternity“Benefit Act 1961 along with all the applicable amendments & undertook necessary measures to“ensure compliance for all eligible employees.

42. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company. It is proposed to alter objects as proposed in the Notice of AGM, to enter into business of Infra and Logistics.

43. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

44. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

There were no material changes that affecting the financial position of the company.

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

Not Applicable

46. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

During the financial year 2024-25, no applications under the Insolvency and Bankruptcy Code, 2016 were filed by or against the Company before the National Company Law Tribunal (NCLT) by any Financial Creditors. Further, there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016

47. BOARD POLICIES:

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Listing Regulations are provided in Annexure - 6.

48. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India (SEBI), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (BRSR). BRSR is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY 2024-25 onwards. Accordingly, we are glad to present our inaugural BRSR for FY 2024-25 is given as Annexure - 7.

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting targets and improving economic performance to ensure business continuity and rapid growth.

49. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has complied with provisions relating to the constitution of Internal Complaints Committee to redress complaints received regarding sexual harassment. During the financial year 31st March, 2025, the company has not received any complaints pertaining to sexual harassment.

50. DIRECTORS AND OFFICERS INSURANCE (D&O)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, your Company has taken D&O Insurance for all its directors and members of the Senior Management.

51. INDUSTRIAL RELATIONS AND HUMAN RESOURCES

Your company believes that its employees are one of the most valuable assets of the Company and the Board appreciates the employees across the cadres for their dedicated service to the company and expects their continuous support and higher level of productivity for achieving the targets set for the company. During the year under review, the company organized various training programmes at all levels to enhance skills of employees. The total employee strength is 1116 including Trainees as on 31st March, 2025.

52. OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items, during the period under review:

a) There was no issue of equity shares with differential voting rights as to dividend, voting or otherwise etc.

b) There was no issue of shares (including sweat equity shares) to the employees of the Company under any Scheme.

c) There was no instance of one-time settlement with any bank or financial institution.

53. ACKNOWLEDGEMENT

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the dedicated services of the employees and workmen at all levels.