Your Directors have pleasure in presenting the 27^th Annual Report on the business & operations of the Company together with
the Audited Financial Statement for the year ended 31^st March, 2026.

1. FINANCIAL HIGHLIGHTS

The performance of the Company for the Financial Year ended March 31, 2026 is as under:

Rs. In Crores, unless otherwise stated

2. REVIEW OF PERFORMANCE:

During the year under review, the total Revenue of the
company stood at Rs. 1066.42 Crores as against the
revenue of Rs. 1163.38 Crores in FY 2024-25. Net Profit/
(Loss) recorded at Rs. 27.09 Crores as against Net Profit
of Rs. 25.75 Crores in the Previous Year.

The Manufacturing Sales including trading sales were
Rs 1042.40 Crores in the current year compared to Rs.
1118.81 Crores in the previous year. The power sales
during the year amounted to Rs. 15.84 Crores compared
to Rs. 23.22 Crores in the previous year.

3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Management is pleased to inform you that steps taken
by your company in enhancing the capacity of Sms and
Rolling Mill to remove the bottlenecks in production is
showing good results with improved margins during
FY 26 since manufacturing of 8-MM and 10-MM size
TMT Bars are carried out in our own plant. Despite the
management's endeavor to increase production levels,
the capacity utilization is at low in FY 26 because of
sluggish demand and market condition due to early
onset of monsoon in Q1 and also its extended period
to Q3 with untimed cyclones. However, the demand
and price realization improved since Dec 25 and the
company could make good turnover and profits.

The management's constant endeavor to increase
production levels and margins as well as to identify and
realign the assets of the company to increase the value
of the company for all stake holders are expected to
result positively going forward.

Current year the company with its internal accruals has
started works on installation of Re-Heating Furnace with

a capacity of 1.50 lakhs MTPA to execute the conversion
order awarded by RINL for 1.20 lakhs MTPA and the work
is progressing and the management is planning to bring
the facility to operations in Q2 of FY 27.

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 going forward.

The management with its continues efforts in reduction
of finance cost, could successfully raise loans at 13.18%
in FY 26 to refinance high cost debt at 18.75% and this
is estimated to result in good savings in Finance cost in
FY 27. More steps are being taken by management for
getting refinance of these loan at further reduced cost
during FY 27.

Your Company has obtained investment grade credit
rating (BBB-) from M/s Infomerics Valuations and Ratings
Limited and CARE has upgraded its rating from BB- to
BB in FY 26. The Management is taking necessary
steps to get improvement for the above ratings further.

Your company could place 36,14,16,300 Equity Share
Warrants of Rs 1 each at a premium of Rs 8.45 to
various investors including IMR group (a global
player in steel and Metal trader and Mining owner
and operator with its spread across 17 countries)
under preferential offer for value of Rs 341.58 Cr
and collected Rs 85.40 Cr towards 25% as share
application Money in April 2026. Part of these funds
being used to prepay the debt which will further save
finance cost going forward.

Your Company has entered in to Memorandum of
Understanding (MOU) on 14th Nov, 2025 with AP State
Govt for expanding the existing facility by setting up a
Green Steel and Alloy plant of 1 Mill mTpA size near our
existing plant with an capital outlay of Rs 3450 cr in 3
phases and sought the help of AP Govt for allotting and
/ or arranging land of 200 acres.

As per the AP Industrial Development Policy the project
is eligible for fiscal incentives like waiver / refund of
SGST, allotment of Govt Land, Exemption of stamp duty,
exemption of land conversion charges, concessional
charges for water for a significant portion of Fixed
Capital Investment as seen in other similar projects.

With the state government focus on faster construction
of Green Capital i.e Amaravathi and 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, 2026.

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 Company's website athttps://
seil.co.in/uploads/5479-SEIL_Dividend_Distribution_
Policy.pdf

5. SHARE CAPITAL AND LISTING OF SHARES

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, 2026 was Rs. 1,24,72,20,542/-
(Rupees One Hundred and Twenty-Four Crore
Seventy-Two Lakhs Twenty Thousand Five Hundred
and Forty-Two).

During the year, 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 allotted equity
shares by conversion of warrants during the year as
given below: - ¹

options by the warrant holders on 30.07.2025 under
the provisions of Chapter V of the SEBI (Issue of
Capital and Disclosure Requirements) Regulations,
2018. The proceeds thereof were utilized for Capital
Expenditure (Capex), working capital requirements,
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
2025-26.

6. NON-CONVERTIBLE DEBENTURES

In the Financial Year 2020-21, the Company issued and
allotted 3,828 Secured, Rated, Listed, Redeemable,
Non-Convertible Debentures ("NCDs") having a face
value of INR 10,00,000/- (Rupees Ten Lakh only) each,
aggregating to INR 382,80,00,000/- (Rupees Three
Hundred Eighty-Two Crores and Eighty Lakhs only), in
dematerialized form on a private placement basis to a
group of investors led by Edelweiss, as part of the fund¬
raising exercise undertaken for the one-time settlement
of the dues of the Company with its existing lenders. The
said NCDs are listed on BSE Limited.

Further, during FY 2023-24, the aforesaid 3,828 NCDs
were restructured, and the Company obtained in¬
principle approval and listing approval from BSE Limited
on January 17, 2024 and February 27, 2024, respectively.

Further, during FY 2024-25, the Company issued
and allotted 1,000 secured, un-rated, un-listed,
redeemable, non-convertible debentures having
a face value of INR 10,00,000/- (Rupees Ten Lakh
only) each, aggregating to INR 100,00,00,000/-
(Rupees One Hundred Crores only) ("Debentures"),
in dematerialized form on a private placement basis
to True North, Neo and certain other investors.
Subsequently, the aforesaid Debentures were
redeemed prior to their scheduled maturity date.

Further, during FY 2025-26, the aforesaid 3,828 NCDs
were acquired by M/s. Kotak Asset Management
Company Limited on October 7, 2025 from Neo Special
Credit Opportunities Fund and True North Opportunities
Fund-I. In connection therewith, the Company received
the requisite In-principle approval from BSE Limited on
October 17, 2025.

7. NAME OF THE DEBENTURE TRUSTEE(S) WITH FULL
CONTACT DETAILS:

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

8. DETAILS OF UTILIZATION OF FUNDS RAISED
THROUGH PREFERENTIAL ISSUE:

During the year under review, the Members of the
Company, at the 1st Extra-Ordinary General Meeting of FY
2025-26 held on March 30, 2026, approved the creation,
offer, issue and allotment, in one or more tranches, of up
to 36,14,60,300 (Thirty-Six Crore Fourteen Lakh Sixty
Thousand Three Hundred) Convertible Equity Warrants
("Warrants") of the Company, each carrying a face
value of Re.1/- (Rupee One only), at an issue price of
Rs.9.45/- per Warrant (including a premium of Rs.8.45/-
per Warrant), aggregating up to Rs.350,00,00,000/-
(Rupees Three Hundred and Fifty Crores only), by way of
preferential allotment in accordance with the provisions
of the Companies Act, 2013, the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018 ("SEBI
ICDR Regulations") and other applicable laws.

The issue price was determined in accordance with
Chapter V of the SEBI ICDR Regulations and was higher
than the minimum price prescribed thereunder. The
Company received the in-principle approvals from the

Stock Exchanges on April 17, 2026 and thereafter allotted
the Warrants in tranches on April 20, 2026 and April 30,
2026, respectively, in accordance with the terms of
issue and applicable regulatory requirements.

The Warrants are convertible into equivalent number of
equity shares of the Company within a period of 18 months
from the respective dates of allotment. The proceeds of
the preferential issue shall be utilized towards business
expansion, working capital requirements, repayment/
prepayment of certain borrowings and other general
corporate purposes.

9. DEVIATIONS IN THE USE OF PROCEEDS FROM THE
OBJECTS STATED IN THE OFFER DOCUMENT:

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 company's website and the link for the same is
https://seil.co.in/qovernance/annualreturn.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2026, nine (9)
meetings of the Board of Directors of the Company were
held in compliance with the provisions of the Companies
Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial
Standard-1 on Meetings of the Board of Directors.

The meetings of the Board were held on May 19, 2025,
August 04, 2025, September 03, 2025, September 26,
2025, October 10, 2025, November 14, 2025, December
30, 2025, February 14, 2026 and March 04, 2026.

The intervening gap between any two consecutive
meetings did not exceed the period prescribed under the
Companies Act, 2013 and the SEBI Listing Regulations.

The details of attendance of each Director at the
aforesaid Board Meetings are provided in the Corporate
Governance Report, which forms part of this Annual
Report.

13. DIRECTOR'S 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 31^st March,
2026:

i. that in the preparation of the Annual Accounts,
the applicable accounting standards have been
followed and there are no material departures;

ii. that the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
as at March 31, 2026 and of Profit and Loss Account of
the Company for that period;

iii. that the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv. that the Directors have prepared the Annual
Accounts for the Financial Year ended March 31,
2026 on a going concern basis;

v. that the Directors have laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively; and

vi. that the Directors have devised proper systems
to ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

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 Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").

In the opinion of the Board all our Independent Directors,
possess requisite qualifications, experience, expertise
and hold high standards of integrity for the purpose of
Rule 8(5) (iiia) of the Companies (Accounts) Rules 2014.

The Independent Directors have affirmed compliance
to the Code of Conduct for Independent Directors as
prescribed in Schedule IV to the Companies Act, 2013.

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 February 14, 2026 inter alia, to:

- Review the performance of the Non-Independent
Directors.

- Review the performance of the committees and
Board as a whole.

- Review the performance of the Chairman of
the Company, taking into account the views of
Executive Directors and Non-Executive Directors.

- Assess the quality, quantity and timeliness of flow
of information between the Company management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

16. AUDITORS
Statutory Auditors:

The Members of the Company at the 25th Annual General
Meeting ("AGM") held on September 27, 2024, approved
the appointment of M/s. Pavuluri & Co., Chartered
Accountants (Firm Registration No. 012194S), as the
Statutory Auditors of the Company, to hold office for a
term of five (5) consecutive years from the conclusion
of the 25th AGM until the conclusion of the 30th AGM to
be held for the financial year ending March 31, 2029.

M/s. Pavuluri & Co., Chartered Accountants, have
confirmed that they satisfy the eligibility criteria and are
not disqualified from holding office as Statutory Auditors

of the Company under the provisions of the Companies
Act, 2013 and the rules made thereunder.

Cost Auditors:

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended from time
to time, the cost records maintained by the Company
in respect of its products classified under "Steel and
Electricity" are required to be audited.

Accordingly, Mr. D. Zitendra Rao, Practicing Cost
Accountant, was appointed as the Cost Auditor of the
Company for conducting the audit of the cost records
for the financial year 2025-26.

Further, based on the recommendation of the Audit
Committee, the Board of Directors at its meeting held
on May 25, 2026, approved the re-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 the audit of the cost
records for the financial year 2026-27.

In terms of Section 148(3) of the Companies Act, 2013
read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, as amended, the remuneration of Rs. 9.00
Lakhs (Rupees Nine Lakhs only) plus applicable taxes and
reimbursement of out-of-pocket expenses payable to the
Cost Auditors is subject to ratification by the Members at
the 27^th Annual General Meeting. Accordingly, a resolution
seeking such ratification forms part of the Notice convening
the 27^th Annual General Meeting.

Internal Auditors:

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Companies

(Accounts) Rules, 2014, as amended from time to
time, and based on the recommendation of the Audit
Committee, M/s. Bhavani & Co., Chartered Accountants
were appointed as the Internal Auditors of the Company
for the financial year 2025-26 under review.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s. B S S & Associates,
Practicing Company Secretaries, Hyderabad, conducted
the Secretarial Audit of the Company for the financial
year 2025-26.

The Secretarial Audit Report forms part of this Annual
Report.

17. AUDIT REPORTS:

Statutory Auditor's Report

There are no qualifications, reservations, adverse
remarks or disclaimers in the Statutory Auditor's Report
on the financial statements of the Company for the
Financial Year 2025-26 and hence does not require any
explanations or comments by the Board.

Internal Auditor's Reports

The Internal Auditors carried out the internal audit of the
operations of the Company for the financial year 2025¬
26 and submitted their reports to the Audit Committee.
The Internal Auditors also presented their observations

before the Audit Committee in four (4) out of six (6)
meetings held during the year, i.e., on May 19, 2025,
August 04, 2025, November 14, 2025 and February 14,
2026, respectively.

Secretarial Auditor's Report

The Secretarial Audit Report received from the Secretarial
Auditor of the Company for the Financial Year 2025-26
and Secretarial Compliance Report for the Financial Year
are annexed herewith as Annexure - 1.

The Management's Comments on observations made
in Secretarial Audit Report and Secretarial Audit Report
Secretarial Compliance Report are as under:

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. 2025-26,
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 doesn't propose to transfer any amount
to the general reserve for the Financial Year ended 31^st
March, 2026.

20. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act,
2013 and the SEBI Listing Regulations, the Company
has formulated a Policy on Related Party Transactions.
During the year under review, the Policy has been
amended to incorporate the regulatory amendments in
the SEBI Listing Regulations. The updated Policy can be
accessed on the Company's website athttps://seil.co.in/
uploads/7611-RPT_Policy_(1).pdf

During the year under review, all related party transactions
entered into by the Company, were approved by the Audit
Committee and were at arm's length and in the ordinary
course of business. Prior omnibus approval is obtained
for related party transactions which are of repetitive
nature and entered in the ordinary course of business
and on an arm's length basis. All material related party
transactions and their material modifications, if any, were
entered into after being approved by the Company's
shareholders. The Company did not have any contracts
or arrangements with related parties in terms of Section
188(1) of the Companies Act, 2013.

The Company did not enter into any contracts,
arrangements or transactions during fiscal year 2026
that fall under the scope of Section 188(1) read with
Section 134(3)(h) of the Act. As required under the Act,
the prescribed Form AOC-2 is appended as Annexure-2.
to the Board's report.

Details of related party transactions entered into by
the Company, in terms of Indian Accounting Standard
24 (Ind AS-24) have been disclosed in the notes to the
standalone financial statements forming part of this
Annual Report.

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 31^st
March, 2026.

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 athttpsV/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
available on the website of the company. The Annual
Report on CSR activities is annexed as Annexure - 4 to
this Report in accordance with the Companies (Corporate
Social Responsibility Policy) Rules, 2014. CSR policy is
also available on the website of the company,https://seil.
co.in/uploads/2990-Corporate_Social_Responsibility_
Policy_(1).pdf

25. COMMITTEES OF THE BOARD

The Board has constituted the Audit Committee,
Nomination and Remuneration Committee, Stakeholders'
Relationship Committee, Corporate Social Responsibility
Committee and Risk Management Committee in
accordance with the applicable provisions of the
Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
composition of these Committees, along with the details
of their meetings and other relevant information, are
provided in the Corporate Governance Report forming
part of this Annual Report.

26. CORPORATE GOVERNANCE

A Separate Report on Corporate Governance, along
with the Auditor's Certificate on compliance therewith, is
annexed hereto and forms part of this Annual Report.

27 MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the
year under review, as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, is annexed hereto and forms part of this Annual
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 the directors and 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 athttps://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, the following changes
took place in the composition of the Board and Key
Managerial Personnel of the Company:

• The Members of the Company approved, by way of
Special Resolution passed through the postal ballot
concluded on May 25, 2025, the re-appointment of
Mr. B. Satish Kumar (DIN: 00163676) as Chairman
& Managing Director of the Company for a further
period of three years with effect from March 01,
2025.

• In accordance with the provisions of Section 152
of the Companies Act, 2013, Mr. Mohit Sai Kumar
Bandi (DIN: 07410118) retired and re-elected as the
director at the AGM held during the financial year
2025-2026 on 29.09.2025.

• In accordance with the provisions of Section 152
of the Companies Act, 2013, Mr. Mohit Sai Kumar
Bandi (DIN: 07410118) is liable to retire by rotation
at the ensuing Annual General Meeting and, being
eligible, offers himself for re-appointment. The
necessary resolution seeking approval of the
Members for his re-appointment forms part of the
Notice convening the Annual General Meeting.

• The Members of the Company approved in the
26^th Annual General Meeting of the Company held
September 29, 2025, the re-appointment of Mr.
B. Suresh Kumar (DIN: 00206473) as Whole-Time
Director designated as Joint Managing Director of
the Company for a further period of three years with
effect from October 27, 2025.

• Mr. Ram Mohan Nagoji (DIN: 02895361), Nominee
Director of the Company, resigned with effect from
January 2, 2026, consequent to withdrawal of
nomination by the investor, M/s. Vishwa Samudra
Holdings Private Limited. The Board placed on
record that there were no other material reasons for
his resignation.

• Mr. Brahmaiah Telaprolu resigned from the position
of Chief Financial Officer (CFO) and Key Managerial
Personnel (KMP) of the Company with effect from
February 11, 2026, due to medical reason. The Board
noted that there were no other material reasons for
his resignation.

• Based on the recommendations of the Audit
Committee and the Nomination and Remuneration
Committee, the Board of Directors appointed Mr.
Vankina Sri Rakesh, as Chief Financial Officer
(CFO) and Key Managerial Personnel (KMP) of
the Company with effect from May 25, 2026, in
accordance with the provisions of Section 203 of

the Companies Act, 2013 and the applicable rules
made thereunder.

• Approved the Assignment of additional responsibility
of the finance function of the Company to Mr. Suresh
Kumar Bandi (DIN: 00206473), who is presently
serving as "Whole-Time Director designated as
Joint Managing Director", and accordingly his
designation stands as "Whole-Time Director
designated as Joint Managing Director & Director -
Finance" with effect from May 25, 2026.

• On the recommendation of the Nomination and
Remuneration Committee, the Board of Directors,
at its meeting held on May 25, 2026, approved the
appointment of Mr. Anirudh Misra (DIN: 03101359)
as Additional Non-Executive & Non-Independent
Director of the Company with effect from May
25, 2026, pursuant to the nomination received
from IMR Group, an investor in the Company, in
accordance with the provisions of Section 161(1) of
the Companies Act, 2013.

He holds office up to the date of the ensuing 27th
Annual General Meeting of the Company and is
eligible for appointment as a Director. The necessary
resolution seeking approval of the Members for his
appointment forms part of the Notice convening the
said AGM.

• In accordance with Regulation 17(1A) of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, Ms. Bhagyam Ramani (DIN:
00107097) is required to obtain the approval of the
Members for continuation of her tenure as Non¬
Executive Director - Independent, beyond the age
of 75 years for the remaining term of her first tenure.
The necessary resolution seeking approval of the
Members for continuation of her tenure beyond the
age of 75 years forms part of the Notice convening
the ensuing Annual General Meeting.

31. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The company's 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.

Company's 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 athttps://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 31.03.2026.

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
Board's report enclosed as Annexure- 5.

During the financial year 2025-26, 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 facilitating 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 had incorporated a wholly owned
subsidiary, SEIL (Hong Kong) Ltd., on June 2, 2015.
However, the said subsidiary remained dormant since
incorporation due to non-commencement of business
operations. Subsequently, SEIL (Hong Kong) Ltd. was
struck off by the respective regulatory authority in its
country of incorporation.

Further, the Company incorporated a wholly owned
subsidiary, SEIL Infra Logistics Limited, on June 29, 2025.
However, the said subsidiary has not yet commenced
business operations.

As on March 31, 2026, the Company does not have any
subsidiary, joint venture or associate company engaged
in active operations.

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

Not Applicable

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.

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

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and company's 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 for the relevant period

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

During the financial year 2025-26, 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 2022-23 onwards. Accordingly,
we are glad to present our inaugural BRSR for FY 2025-26
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 ended 31^st March, 2026, the company
has not received any complaints pertaining to sexual
harassment.

(a) number of complaints of sexual harassment
received in the year; Nil

(b) number of complaints disposed off during the year;
Nil

(c) number of cases pending for more than ninety
days: Nil

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
period under review, the company organized various
training programmes at all levels to enhance skills
of employees. The total employee strength is 1094
including Trainees as on 31^st March, 2026.

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.

d) There was no instance to transfer any amount to the
Investor Education and Protection Fund.

e) There was no revision in the financial statements or
the Report;

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.

On behalf of the Board of Directors
For Steel Exchange India Limited

Sd/-

B. Satish Kumar

Place: Hyderabad Chairman and Managing Director

Date: 20.07.2026 (DIN:00163676)

1

Conversion of 4,95,87,272 Warrants into Equity
Shares of face value of Re.1/- each, at an issue price
of Rs.11.00/- per share (including a share premium
of Rs.10.00/- per share), upon the exercise of