Your Directors take pleasure in presenting the 51^st Annual Report on business and operations of the Company for the financial year ended 31^st March 2024.

Results of Operations (' in crore)

Review of Performance

During the year, all the plants in Raipur, except sponge iron plant, achieved record production. Continuous upgradation of plants, proper planning and team efforts helped in achieving the record operational performance. The production of sponge iron was affected due to usage of lower grade of captive coal and Iron ore on commercial consideration. The Company achieved second highest ever sponge iron production.

During the year, major improvements in the plants included modification in power plant to increase the power generation. The Company also installed one more MRP (Metal Recovery Plant) at Ferroalloys plant to recover the metal from waste / slag. Better production/ maintenance plan and utilization of waste also contributed to improved performance. However, the financial performance was affected due to fall in price realization. Hydro power generation was adversely affected due to less rainfall in the catchment area.

Successful bid for acquisition of SKS Power Generation (Chhattisgarh) Limited

As the members are aware, the Company was declared as successful resolution applicant by CoC of SKS Power Generation (Chhattisgarh) Limited (SKS), under IBC. NCLT had ordered CoC to reconsider all resolution plans, which was challenged by the Company in NCLAT. NCLAT has set aside the order of NCLT and has ordered for fresh hearing. NCLT has completed re-hearing of the application and closed for orders. The Company is expecting the decision shortly. Your directors believe that this acquisition will be a major milestone in growth journey of the Company.

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

Split of Equity Shares

During 2023-24, the equity shares of face value of '10/- (Ten) each were split into 10 equity shares of face value of ' 1/- (one) each with an intent to increase participation of investors and improve liquidity in the share market.

Dividend

The Board, subject to approval of shareholders, has recommended dividend @ '1/- per share (100%) for the F.Y. 2023-24, subject to the deduction of tax at applicable rate. The dividend shall result in cash outflow of ' 35.24 crore. Last year, the Company had paid divided @ ' 1.50 per share (including Special dividend of ' 0.75 per share).

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

During the current year 2023-24, the Company has further transferred unpaid dividend of ' 7.52 lakh in respect of F.Y. 2015-16 to the Investor Education and Protection Fund. The dividend for FY2022-23, on equity shares transferred to IEPF, has also been remitted to IEPF.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2023-24 in the statement of profit and loss. Accordingly, no amount has been transferred to reserves.

Subsidiaries / Joint Ventures

During the year under review the Company has incorporated one wholly owned subsidiary made Kalyani Coal Mining Private Limited to operate Kalyani Coal mine and one joint venture company Bartunga Coal Private Limited (our share 67%). Both the companies shall reopen and operate closed coal mines of SECL on revenue sharing basis. Additional investment was made in Chhattisgarh Hydro Power LLP to meet fund requirement of Rehar Hydropower Project under construction. There has been slight increase in investments in Shriram Electricity LLP.

A brief on the performance/business operations of subsidiaries/joint ventures consolidated with the Company is given hereunder.

Subsidiaries

> Sarda Energy & Minerals Hongkong Limited, Hongkong (SEMHKL), is a wholly owned subsidiary, functioning as global investment and trading arm of the Company. During the year under review, the subsidiary reported a net profit of ' 28.78 crore as against profit of ' 1.10 crore in the previous year.

> Sarda Global Venture Pte. Limited, Singapore (SGV), a wholly owned subsidiary, is having JV with PT Unggul Jaya Indonesia, an Indorama group company, for coal mining in Indonesia under the name P.T. Tigadaya Minergy (TDM). The Mine recommenced production from July 2023. During the year under review 557,807 MT (PY Nil) coal was extracted from the Mine.

The subsidiary reported a net profit of ' 13.10 crore as against net loss of ' 10.73 crore in the previous year.

> Sarda Global Trading DMCC, Dubai (SGT), a wholly owned subsidiary, has been incorporated with the object of trading in metal ores, scrap and coal. During the year the subsidiary reported a net loss of ' 5.38 crore as against net loss of ' 1.43 crore in the previous year. The loss consists of mainly Mark to Market losses on investments.

> Sarda Metals & Alloys Limited (SMAL), a wholly owned subsidiary is operating 102 MVA Ferro Alloys Furnaces backed by 80 MW captive thermal power plant near Vizag port to cater mainly to export market. The Company is a Three Star Export House. The company enjoys long term rating of A/Stable and short term rating of A1 from CRISIL.

The installation of the 3rd furnace has helped in enhancing both production capacity and surplus power utilization. During the year, the company was able to achieve PLF of 89.15% against PLF of 64.60% in previous year and the ferro alloys production increased to 1,14,412 MTs (silico and ferro manganese) as compared to 79,185 MTs in the previous. Power Generation also increased to 626.45 MUs as compared to 452.71 MUs in the previous year.

During the FY 2023-24, the company exported 1,03,534 MTs (including trading export of 878 MTs) ferro alloys valued ' 785.42 crore against 76,242 MTs (including trading export of 3,476 MTs) in the previous year valued ' 772.27 crore. During the year, the company has reported a net profit of ' 10.66 Crore as against loss of ' 19.13 crore in the previous year. In FY 23 the plant was under shutdown due to major overhauling of the turbine after 9 years of operations.

During the year the company continued to face the headwinds of increased cost and subdued realizations. However, the same was overcome to a large extent by way of reducing the reliance on imports and optimizing the use of domestic raw materials including coal during the year.

Under the aegis of its ESG sustainability initiative, the company is setting up a Mineral Fiber production line at the existing plant premises. The work on the same is progressing as per schedule and the project is expected to be operational before the end of current financial year.

> Sarda Energy Limited (SEL), a wholly owned subsidiary earned a net profit of ' 3.88 crore as against net profit of ' 5.43 crore in the previous year. The profit was mainly from share of profit from investment in Chhattisgarh Hydro Power LLP.

> Kalyani Coal Mining Private Limited (KCMPL), a

wholly owned subsidiary has been incorporated

in financial year 2023-24 as a Special Purpose Vehicle for carrying out the Re-opening, Salvaging, Rehabilitation, Development and Operation of Kalyani Underground Mines, in the state of Chhattisgarh. We were declared successful bidder for operation of the coal mine on revenue sharing basis. 4.50% of the revenue, net of taxes, shall be retained by South Eastern Coal Fields Limited (SECL).

The contract agreement between Kalyani Coal Mining Private Limited and South Eastern Coalfields Limited has been executed and the Detailed Project Report (Technical Part) has been submitted to SECL. Overlapping of 2 mine boundaries observed in DGPS survey is being resolved by SECL. Thereafter, again DGPS Survey would be done and revised DPR and Mining Plan will be submitted to SECL for approval and further action.

> Chhattisgarh Hydro Power LLP (CHP LLP), a wholly owned subsidiary is successfully operating 24 MW Gullu Small Hydro Electric Project (SHP) since last seven years. It is implementing another 24.90 MW small hydro power project named 24.90 MW Rehar I SHP in the nearby location. This project is under construction and has largely completed major civil works. It is likely to be commissioned in the current financial year. The performance of the LLP will significantly improve post commercialisation of the second power plant. CHP LLP enjoys credit rating of [ICRA]A (Stable) from ICRA. Two more small hydro power projects are under different stage of clearances.

During the FY 2023-24, there was lesser than average rainfall in the country, at large. Gullu SHP has generated and supplied 72.45 MU units (PY 79.01 MU units) due to lower water availability. It has earned post tax profit of ' 20.46 crore (PY ' 24.74 crore).

> Parvatiya Power Limited (PPL) is operating 4.8 MW Loharkhet Hydro Power project in Bageshwar district of Uttarakhand. The Plant enjoys debt free operations.

The Company has supplied 13.28 MU power in the FY 2023-24 (Previous Year 22.12 MU) to the state grid. The operation of the Plant was impacted due to landslide and flood during monsoon season.

However, it could swiftly manage to restore its operations. During the year 2023-24, the company has reported loss of ' 1.23 crore (PY profit ' 2.92 crore).

Your Company continues to hold 51% stake in PPL.

> Madhya Bharat Power Corporation Limited (MBPCL) is operating 113 MW Rongni Chu HEP in Sikkim. The company enjoys A /Stable rating from India Ratings & Research and A-/Stable from CARE Ratings. The company has a strong presence in the state of Sikkim and has been instrumental in promoting socio-economic deve lopm ent of the project area.

The company has billed 367.25 MU (PY 393.22 MU) of power in the F.Y 2023-24 and reported revenue from sale of power of ' 260.08 crore (PY ' 251.76 crore). Based on provisional tariff, it has earned post tax profit of ' 12.02 crore (Previous Year ' 4.49 crore). The determination of final tariff is in process.

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

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

The Company holds 60% stake in the LLP.

Hydro power and other renewable power will remain one of the focus areas of your company and we will continue to explore opportunities in the field of renewable energy.

> Shri Ram Electricity LLP (SRE LLP) was

incorporated as a special purpose vehicle (SPV) for setting up a captive thermal power plant. In view of the changed power scenario and cancellation of coal linkage for the power project, the LLP has dropped the project. The Company continues to hold 51% stake in SRELLP. The firm will be dissolved once coal allocation related matters are closed.

Joint Ventures

> Bartunga Coal Private Limited (BCPL), a Joint Venture with the Company holding 67% stake has been incorporated during the year under review as a Special Purpose Vehicle to act as Mine Operator

for carrying out the Re-opening, Salvaging, Rehabilitation, Development and Operation of Bartunga Hill Underground Coal Mine, in the state of Chhattisgarh. The consortium was declared successful bidder for operation of the coal mine on revenue sharing basis. 18 % of the revenue net of taxes shall be retained by South Eastern Coal Fields Limited (SECL).

The contract agreement between BCPL and SECL has been executed and other activities are progressing as planned.

> Natural Resources Energy Private Limited (NREPL) is a Joint Venture with the Company holding 51% stake. During the year under review, NREPL has been declared as the preferred bidder by Directorate of Geology and Mining, Government of Maharashtra for Surjagad 1 Iron Ore Block in the state of Maharashtra in the recent auction held for commercial iron ore blocks with 126.35% revenue share. The company is taking /shall take steps as per the instructions received / to be received from the Directorate of Geology and Mining, Government of Maharashtra. No commercial activities have been started.

> Raipur Infrastructure Company Limited (RICL)

was operating a leased Railway Siding in Mandhar, Raipur. The lease has expired. The company will be wound-up after closure of pending proceedings and getting refunds from the tax authorities. The Company holds one third share in the Joint Venture. During the year 2023-24 the company incurred comprehensive loss of ' 3.05 crore as against income of ' 0.53 crore in the previous year on account of change in fair value of investments.

> Madanpur South Coal Company Limited (MSCCL),

an SPV, was allotted Madanpur South Coal Block in consortium. The Supreme Court had cancelled all coal block allotments. Consequent to cancellation of coal block, there is no business left out in the company and no other activity has been planned in the Company. During the year 2023-24, MSCCL reported comprehensive income of ' 0.7 crore as against ' 20.96 crore in the previous year.

At present the Company is having land of about 71.220 Hectares in village. MSCCL would be woundup after disposal of the land.

The Company holds 20.63% in MSCCL.

A report on the performance and financial position of each of the subsidiaries, associates and joint ventures as per the companies Act, 2013 and their contribution to the overall performance of the Company during the period under report is provided as part of the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

Consolidated financial statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards.

In accordance with Section 136 of the Companies Act, 2013, the Audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on our website www.seml.co.in. These documents are also available for inspection.

Directors

As per the terms of appointment, Mr. Rakesh Mehra (DIN: 00035812), Mr. Asit Kumar Basu (DIN: 01382260) and Mr. Jitender Balakrishnan (DIN: 00028320) completed their second term as an Independent Director on 31^st March 2024 and accordingly, ceased to be member of the Board of Directors of the Company. The Board of Directors places on record their deep appreciation for the wisdom, knowledge, guidance and leadership provided by them as Member of the Board and its Committees during their tenure.

During the year the Board, on the recommendation of the Nomination and Remuneration Committee, had appointed Mr. Amal Kumar Debnath (DIN : 02467548), Mr. Binoy Sandip Parikh (DIN: 10060552), Mr. Rajeev Sharma (DIN: 00973413) and Mr. Upendra Prasad Singh (DIN: 00354985) as Independent Directors for smooth transition and familiarization of new directors before cessation of existing directors. In the last Annual General Meeting the members approved appointment Mr. Amal Kumar Debnath (DIN : 02467548), Mr. Binoy Parikh (DIN: 10060552) and re-appointment of Mr. Padam Kumar Jain (DIN: 00008379) as Director liable to retire by rotation. The appointment of Mr. Rajeev Sharma (DIN: 00973413) and Mr. Upendra Prasad Singh (DIN: 00354985) as Independent Directors has been approved during current financial year through postal Ballot.

The current tenure of Mr. Kamal Kishore Sarda, Chairman & Managing Director shall expire on 31^st March 2025. In terms of the provisions of the Companies Act, 2013, his re-appointment can be considered upto one year before the expiry of current tenure. Accordingly, on the recommendation of the Nomination & Remuneration Committee, the Board in its meeting held on 3^rd August, 2024, has, subject to the approval of the members in the general meeting, re-appointed Mr. Kamal Kishore Sarda, as Chairman & Managing Director for a further period of 5 years w.e.f. 1^st April 2025.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Pankaj Sarda, Jt. Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Necessary resolutions for the above re-appointment/ appointments are being made a part of the Notice convening the ensuing general meeting. Brief profile of Mr. Kamal Kishore Sarda and Mr. Pankaj Sarda who are proposed to be re-appointed/appointed and other relevant details are provided in the Corporate Governance Report forming part of the Annual Report.

The Company has received the necessary declaration from Independent Directors who are part of Board confirming that;

a) he/she meets the criteria of Independence as laid out in Section 149(6) of the Companies Act, 2013 read with the Schedules, rules made there under and Regulation 25 of SEBI Listing Regulations, 2015; and

b) registered themselves with the Independent Directors' Databank as per the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Board Evaluation

The Board has carried out an annual evaluation of effectiveness of its functioning, that of its committees

and individual Directors in the manner specified by the Nomination & Remuneration Committee. The Board reviewed the performance of the individual Directors, committees of the Board and the Board as a whole.

A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; and performance of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors.

This was followed by a Board meeting that discussed the performance of the Board, its committees and individual Directors including Independent Directors. During evaluation of the individual director, the concerned director was not present in the meeting. The performance of the Board and individual Directors was evaluated by the Board seeking input from all the Directors. The performance of the Committees was evaluated by the Board seeking input from the Committee Members. Key criteria for performance evaluation are given in Annexure A to directors' report.

Remuneration Policy for the Board and Senior Management

The Company follows a policy on remuneration of Directors, Key Managerial Personnel (KMP), Senior M anagement Personnel (SMP) and other employees of the Company. The policy is approved by the Nomination & Remuneration Committee of the Company. Remuneration Policy for Directors, Key Managerial Personnel and other employees is marked as Annexure B to directors' report.

The Company, with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board. The criteria for determining Qualification, positive attributes and Independence of director is annexed as Annexure C to directors' report.

Familiarization programmes for Board Members

The Familiarization program aims to provide insight to the Independent Directors to understand the business

of affairs of the Company as at 31^st March 2024 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Key Managerial Personnel

During the year, there was no change in the Key Managerial Personnel.

Auditors and Auditors' Report

Statutory Auditors

At the Annual General Meeting for the financial year 2018-19 held on 21^st September 2019, M/s. O.P. Singhania & Co., Chartered Accountants, Raipur were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) to be held in the calendar year 2024. Having completed 2 tenures of 5 Years each they are not eligible for reappointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Board of Directors of the Company ("the Board”), at its meeting held on 3^rd August, 2024, has considering the

experience and expertise and on the recommendation of the Audit Committee, have recommended to the Members of the Company for appointment of M/s. Singhi & Co., Chartered Accountants (Registration No.302049E), as Statutory Auditors of the Company in place of the Retiring Auditors, for a term of 5 (five) consecutive years from the conclusion of 51^st Annual General Meeting till the conclusion of the 56^th Annual General Meeting.

M/s. Singhi & Co., Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company, in respect of various manufacturing activities are required to be audited.

The cost audit report for the financial year 2022-23 was filed with the Ministry of Corporate Affairs. M/s. S.N. & Co., Cost and Management Accountants, were appointed as the Company's Cost Auditor.

The Board of Directors has, on the recommendation of the Audit Committee, appointed M/s. S.N. & Co., Cost and Management Accountants, to audit the cost accounts of the Company on a remuneration not exceeding ' 2.00 lakh plus applicable taxes and out of pocket expenses for the year 2024-25.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors for 202425 is being placed before the members in the ensuing annual general meeting for approval.

Secretarial Auditor

The Board has appointed M/s. S.G. Kankani & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March 2024 is annexed herewith marked as Annexure D to this Report.

In view of pendency of delisting application at Calcutta Stock Exchange, the Company has stopped sending information to Calcutta Stock Exchange. Further, in terms of requirement of regulation 24A of SEBI

Listing Regulations, the Secretarial Audit Report, for the financial year ended 31^st March 2024, in respect of Sarda Metals & Alloys Limited and Madhya Bharat Power Corporation Limited, the material subsidiaries of the Company, is annexed to this report, marked as Annexure E and Annexure F respectively.

Corporate Social Responsibility (CSR)

With the objective of sustainable development and continual improvement, the Company adopts a voluntary and proactive approach to CSR to connect with the society by creating a sense of belonging. The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through initiatives in the areas of Health, Education, Arts, Culture & Heritage, Rural development, etc. The Company strives for sustainable development programs in partnership with the community.

The Company's CSR initiatives usually involve setting the foundation of various programs at a small scale to learn from on-ground realities, getting feedback from community and then putting an enhanced sustainable model to ensure maximum benefit to the community. The company's focus has been upliftment of underprivileged in the society by providing quality education, training and healthcare. The company also supports the NGOs working for such cause. During the year, the Company's spending on CSR has been more than the statutorily required.

Members are requested to refer the Corporate Governance Report forming part of this annual report for the composition of the CSR Committee. The CSR policy of the Company is available on the website of the Company - www.seml.co.in - under the head policies under the Investors' section. The annual report on the CSR activities is annexed as Annexure G to this report.

Corporate Governance

Pursuant to the Listing Regulations, Corporate Governance Report along with the Auditors' Certificate regarding compliance of conditions of Corporate Governance is made a part of the Annual Report.

Business Responsibility & Sustainability Report

The Company is committed to pursue its business objectives sustainably, ethically, transparently and with accountability to all its stakeholders. The Company

believes in ensuring environmental well-being with a long-term perspective as well as demonstrating responsible behaviour while adding value to the society and the community. In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is made a part of this annual report.

Disclosures

Board/Committees/Vigil Mechanism

The details of the composition of Board of Directors, Corporate Social Responsibility Committee, Audit Committee, other committees of the Board, meetings of the board and committees and attendance of directors at the Board and committee meetings and implementation of Vigil Mechanism are given in the Corporate Governance Report forming part of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made and guarantees given are given in note no. 3, 4(a), 7, 11(a), 39, 55 and 56 to the standalone financial statements. The Company, in its capacity of promoter, has pledged shares of Sarda Metals & Alloys Limited and Madhya Bharat Power Corporation Limited with the lenders of respective companies for loans granted to them by the lenders. The details of pledged shares are given as part of the financial statements. The loans and the guarantees given are utilized by the recipients for their business purposes. Members are requested to refer the notes for details, which are not repeated here for the sake of brevity.

Contracts and Arrangements with Related Parties

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business to further the business interests of the Company. Prior approval of Audit Committee is obtained for related party transactions.

The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Also,there were no material related party contracts entered into by the Company. Accordingly,

the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2023-24 and hence does not form part of this report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Report.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company's website -www.seml.co.in - under Policies under Investors' section.

Internal Financial Control

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure H to this Report.

Annual Return

The Annual Return of the Company as on 31st March 2024 is available at https://seml.co.in/Corporate%20 Governance/Annual_Return_2023-24.pdf

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed herewith as Annexure I to this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure J to this report.

Risk Management

The Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, accident, security, property, IT, cyber, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

A Risk Management Policy and a Hedging Policy as approved by the Board of Directors is in place. The Company monitors and manages the risks and uncertainties that can impact its ability to achieve its strategic objectives.

General

The directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review -

1. Details relating to deposits covered under Chapter V of the Act;

2. Issue of equity shares with differential rights as to dividend, voting or otherwise;

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The directors further confirm that -

a) Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries;

b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

c) The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and such accounts and records are made and maintained;

d) The Company has in place proper systems to ensure compliance with the provisions of the

applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively;

e) Under the Insolvency and Bankruptcy Code 2016, no applications were made during the financial year 2023-24 by or against the Company and there are no proceedings pending as at the end of the financial year.

f) The Company has not made any one-time settlement with any of its lenders.

g) The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].

Furthermore, the directors also state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The disclosures / information / details disclosed / given elsewhere in the annual report have not been repeated again in the directors' report for the sake of brevity. Members are requested to refer relevant sections for the information. All policies/disclosures required to be disclosed on the website are available under the Investors' section on the website of the Company at www.seml.co.in.

Acknowledgement

The Board thanks the customers, vendors, investors, business associates and bankers for their continued support during the year. The Board places on record its appreciation of the contribution made by employees at all levels. The Company's resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.

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

On behalf of the Board of Directors (K.K. Sarda)

Raipur Chairman & Managing Director

3rd August 2024 DIN: 00008170