Your Directors have pleasure in presenting the 26th Annual Report on the business & operations of the Company together with the
Audited Financial Statement for the year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS

The performance of the Company for the Financial Year ended March 31,2025 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.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.

3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Members may recall the management's 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 period ic 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
Company's website at https://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 31,2025 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.

6. NON-CONVERTIBLE DEBENTURES

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.

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 company has not issued
any shares.

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/governance/annualretum.

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. 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 31st March,
2025:

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 pol
icies 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 31,2025 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
safeguard ing 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 31,2025 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 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:

- 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 Aud itors:

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 31 st 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 Aud itors:

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 (Aud it and Aud itors)
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 Aud itors:

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 Aud it 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
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 Aud it
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 Aud it

The Secretarial Audit Report received from the Secretarial
Aud itor 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 doesn't 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 Sub¬
section (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 outstand ing 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,
www.seil.co.in/uploads/2990-
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 Auditor's
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. Accord ingly, 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 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 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, safeguard ing 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 Aud it 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
Board's 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 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

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
reporti ng 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.

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

Sd/-

B. Satish Kumar

Place: Hyderabad Chairman and Managing Director

Date: 03.09.2025 (DIN:00163676)