To

The Members,

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

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

Rs. In Crores, unless otherwise stated

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.

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.

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 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, 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: - •

• 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

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.

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 fundraising 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 inprinciple 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.

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

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 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.

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

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:

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.

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.

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, 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.

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.

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.

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.

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 27th Annual General Meeting. Accordingly, a resolution seeking such ratification forms part of the Notice convening the 27th Annual General Meeting.

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.

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.

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.

The Internal Auditors carried out the internal audit of the operations of the Company for the financial year 202526 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.

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:

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.

Your Company doesn't propose to transfer any amount to the general reserve for the Financial Year ended 31st March, 2026.

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 at https://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.

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, 2026.

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.

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 httpsV/seil. co.in/uploads/9613-Risk_Management_policy_(1).pdf

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

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.

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.

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.

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 at https://seil. co.in/uploads/3742-Whistle_Blower_Policy.pdf

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 longterm 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.

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 26th 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 NonExecutive 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.

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

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.

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.

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.

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.

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.

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.

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.

Not Applicable

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

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.

There is no change in the nature of business of the Company.

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

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

Not Applicable for the relevant period

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.

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.

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.

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 31st 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

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.

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 31st March, 2026.

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;

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.