Your directors take pleasure in presenting the 53^rd Annual Report on business and operations of the Company for
the financial year ended March 31, 2026, another year of operational excellence, strategic growth, and sustainable
practices.

Operational Results (' in crore)

Review of Performance

Although the members are aware, we inform with
great pleasure that the Hon'ble Supreme Court of India
has rejected all appeals of unsuccessful Resolution
Applicants against approval of Company's Resolution
Plan by Hon'ble NCLT Vide its order dt. 13.08.2024 for
acquisition of SKS Power Generation (Chhattisgarh)
Limited under CIRP. With this the hangover of
uncertainty is over and the Company has started taking
steps for expansion of the 600 MW IPP.

The efforts taken by the Company in improving the
performance of the IPP are evident from the fact that
from an all-India rank of 103 with a PLF of 70.48% as
on 21.08.2024, the IPP secured 32^nd position with a PLF
of 79.06% as on 31.03.2026. During the year, the IPP
generated 4155.2 MU as against 3704.5 MU in 2024-25.
The improvement in power generation was coupled with
improvement in other parameters like plant availability,
auxiliary power consumption etc.

Our facilities at Raipur, comprising the Iron Ore Pellet
Plant, Sponge Iron Plant and Power Plant, delivered an
excellent performance during the year by surpassing
both the previous year's production levels and their
respective annual production targets. The Company
strategically reduced captive power consumption
during peak-demand hours and sold 27 MU of power,
thereby enhancing overall profitability. While this
decision had a marginal impact on steel and ferroalloys
production, it contributed positively to the Company's

financial performance and profitability.

We had shut down one captive power plant of 30 MW
from 1^st December 2025 for replacement with new
energy efficient Turbine and generator supplied by
BHEL. The new plant shall start operation in August
2026. This had a bearing on production of steel and
ferro alloys during the year.

To expand the product basket, the Ferro Alloys Plant
introduced a special-grade product, Silico Manganese
(SiMn) Low Phosphorus, to cater to specific market
requirements and enhance overall profitability through
product diversification and value addition.

To sustain and enhance productivity, the Company
continuously invests in process improvement,
equipmen t modern ization, tech nol ogical upgradation
and environmental conservation initiatives, ensuring
operational efficiency, regulatory adherence, and long¬
term sustainable growth. Some of these efforts include:

S Successful installation and commissioning of
Mineral wool project as part of waste management
initiative and life cycle management for sustainable
growth.

S EV Loader : To reduce diesel consumption and
environmental emissions, the Company has
replaced 12 diesel-operated loaders and 05 trailers,
along with one forklift, with electric vehicles (EVs).
This initiative not only reduces the dependence
on diesel fuel but also contributes significantly

in lowering greenhouse gas emissions and
improving air quality, supporting the organization's
sustainability and environmental objectives.

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.

Projects under execution

50 MW Solar Power Project

The project commissioning got delayed due to
challenges faced in laying of evacuation infrastructure.
A railway line has been proposed enroute the
transmission line requiring railway clearance. Also a
few of the land owners have challenged the route. The
company is laying alternate evacuation route on 33 KV
to feed part capacity in the grid without further delay,
which is expected to commission by October 2026.

Sahapur West Underground Coal Mining Project

Mine development work is progressing as per schedule
and coal production is expected to commence before
end of current financial year. This mine will meet our
requirement of high grade coal and substitute imported
coal fully.

Gare Palma IV/5 Coal Mine Project

The Mining Plan & Mine Closure Plan has been approved.
The forest land diversion is under process. Other
activities are progressing as planned. We have got 57
months' time from 04.02.2025 to start the mine and
we are hopeful of starting production before scheduled
time.

Bartunga Hill Coal Mining Project

A Joint venture led by us with 67% share for Re¬
opening, Salvaging, Rehabilitation, Development and
Operation of Bartunga Hill Underground Coal Mine of
South Eastern Coal Fields Limited (SECL) in the state of
Chhattisgarh, on revenue sharing basis. The Mining Plan
for an annual peak rated production capacity of 2.1 MnT
per annum has been approved. DPR in line with Mining
Plan and Mine Closure Plan has been submitted to
SECL. The Re-diversion proposal is under consideration
of the State Forest Dept. TOR has been approved. Other
activities are progressing as planned. We are hopeful to
start production in the mine before end of next financial
year.

Senduri Coal Mine

During the year under review, the Company was declared
as Successful Bidder for Senduri Coal block in Madhya

Pradesh. The block has total expected geological
reserves of 248.54 MnT of G9 (Provisional) grade of coal.
Detailed exploration is going on.

Surjagarh-1 Iron Ore Mining Project

Our joint venture company Natural Resources Energy
Private Limited has been declared successful Bidder
for Surjagarh-1 iron ore block in Gadchiroli District of
Maharashtra. The Prospecting /Composite License has
been executed and the permission from competent
Forest Authorities for Core Drilling has been received.
The Exploration and Survey work has been commenced.
Other activities are progressing as planned.

24.90 MW Kotaiveera SHP

The 24.9 MW small hydro power project will be
installed on IB river (a Tributary of Mahanadi River) in
Chhattisgarh. The project is in final stage of approvals.
Some approvals have been received and remaining
approvals are expected anytime. We expect to start
work on the project during the current financial year.

66 MW Khuitam HEP

The Company's Wholly Owned Subsidiary - Sarda
Renewable Energy Limited (formerly Sarda Energy
Limited) - is in the process of acquiring majority stake
in Adishankar Khuitam Power Private Limited, which
is having rights to develop a 66 MW hydro power plant
in the state of Arunachal Pradesh. Firm agreements
have been executed for acquisition of stake, and our
representatives have been nominated on the Board of
the company. We have received state govt. approval for
replacement of the principal shareholder of the project.
The project already has most of the clearances in place.
The detailed design and engineering work is going on.
The project is expected to be commissioned within 5
years.

Change in Business

There was no change in the nature of the business of the
Company during the year. There are no material changes
and commitments affecting the financial position of the
Company since close of the financial year.

Dividend

The Board, subject to approval of shareholders, has
recommended highest ever dividend @ ' 2.00 per share
(200%) for the F.Y. 2025-26, subject to the deduction of
tax at applicable rate. Last year, the Company had paid
divided @ ' 1.50 (150%) per share.

The dividend recommended is in accordance with the
Company's Dividend Distribution Policy. The Policy is

available on the Company's website and can be accessed
at the following link: Dividend Distribution Policy

During the current year 2025-26, the Company has
further transferred unpaid dividend of ' 0.11 crore in
respect of F.Y. 2017-18 to the Investor Education and
Protection Fund. The dividend for FY 2024-25, 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 2025-26 in the
statement of profit and loss. Accordingly, no amount
has been transferred to reserves.

Subsidiaries / Joint Ventures

During the year additional investment was made
in the wholly owned subsidiary Sarda Renewable
Energy Limited for retiring of debt and investment in
hydropower business.

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

Subsidiaries

> Sarda Metals & Alloys Limited (SMAL), a wholly
owned subsidiary is operating 108 MVA Ferro Alloys
Furnaces backed by 80 MW captive thermal power
plant near Vizag port to cater mainly to export
market. Besides this, during the year operations of
Rock Mineral Wool Plant also got stabilized.

During the year, Power Generation was 636.68 MU
as compared to 573.06 MU in the previous year and
achieved PLF of 90.85% as against PLF of 81.77% in
previous year. The ferro alloys production stood at
1,19,330 MTs as against 1,02,158 MTs in the previous
year. The Company recorded an all-time high in both
ferro alloys and power production during the year.

During FY 2025-26, the company exported 98,908
MTs (including trading export of 3553 MTs) of ferro
alloys valued at ' 825.43 crore against 99,556 MTs
(including trading export of 20 MTs) in the previous
year valued at ' 802.01 crore. The company reported
a net profit of ' 55.19 crore as against ' 6.33 crore
in the previous year. The Company is recognized as
a Three Star Export House by the Government of
India, Ministry of Commerce & Industry, Directorate
General of Foreign Trade.

During the year, CRISIL has changed ratings from
"CRISIL A/Stable" to "CRISIL A/ Positive for long¬
term bank facilities and continues to be "CRISIL
A1" for short-term bank facilities. The company has
met all its financial obligations on time.

> Sarda Renewable Energy Limited (formerly Sarda
Energy Limited) (SREL), a wholly owned subsidiary
earned a net profit of ' 13.68 crore as against net
profit of ' 3.81 crore in the previous year. The profit
was mainly from share of profit from investment in
Chhattisgarh Hydro Power LLP. Additional equity of
' 48.23 crore was infused in the company to pay off
the debt and to finance the acquisition of stake in
66 MW Khuitam hydro power project.

> Kalyani Coal Mining Private Limited (KCMPL),

a wholly owned subsidiary was 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 Coal Mine, in the state of
Chhattisgarh. However, Since the project was
not viable, at the company's request SECL has
terminated the agreement. It is proposed to merge
the company with Sarda Renewable Energy Limited
for which steps are being taken.

During the year under review, the company earned a
profit of ' 1.59 crore from surplus funds as against
profit of ' 0.51 crore in the previous year.

Chhattisgarh Hydro Power LLP (CHPLLP), a wholly
owned subsidiary, is successfully operating 24
MW Gullu Small Hydro Electric Project (SHP) since
last eight years. Another 24.90 MW Rehar-I SHP
commenced commercial operation on 8th July
2025 in Surajpur district of Chhattisgarh.

The external credit rating of the LLP has been
upgraded to "A (stable)" from "A (Stable)" by ICRA.

During the FY 2025-26, Gullu SHP has supplied
record 122 MUs (PY 90.11 MUs). The Rehar-I SHP
generated 84 Mus. The LLP has earned EBIDTA of
' 115.37 crore (PY ' 40.28 ) and post-tax profit of
' 60.90 crore (PY ' 29.23 crore). The improvement
in performance is attributable to good monsoon
in the catchment area and commencement of
commercial operations of Rehar-I SHP.

> Parvatiya Power Limited (PPL) is operating 4.8
MW Loharkhet Hydro Power project in Bageshwar
district of Uttarakhand since 2008.

The Plant enjoys debt free operations. It has
demonstrated consistent performance and healthy
operations despite its remote location in difficult
hilly terrain of Kumaon region of Uttarakhand.

The Company has supplied 20.03 MU power in the
FY 2025-26 (Previous Year 20.37 MU) to the state
grid. During the year 2025-26, the Company has
reported EBIDTA of ' 3.43 crore (PY ' 3.16 crore) and
net profit of ' 0.35 crore (PY loss ' 0.42 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 billed 419.76 MU (PY 367.17 MU)
of power in the F.Y 2025-26 and reported revenue
from sale of power of ' 224.92 crore (PY ' 246.01
crore). Based on provisional tariff, it has earned
EBIDTA of ' 188.55 crore (PY ' 191.08 crore) and
post-tax profit of ' 21.94 crore (PY ' 16.36 crores).
The determination of final tariff is in process. The
company has terminated the long term PPA with
Chhattisgarh State Distribution Utility, CSPDCL
w.e.f 11^th July 2025 and is now selling power in the
open market. It will be beneficial for the company in
the long run.

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

> Sarda Hydro Power Private Limited (formerly
Sarda Hydro Power LLP) (SHPPL) has licenses for
implementation of two small hydro projects. Survey
works for 24.90 MW Kotaiveera SHP is advance
stage of final approvals and work on the project is
expected to start during the current year.

The Company holds 60% stake in the LLP.

> 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 ' 24.35 crore as
against profit of ' 21.85 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). During the year
under review 1.57 MnMT (PY 0.89MnMT) coal was
extracted from the Mine.

The subsidiary reported a net profit of ' 42.44 crore
as against net profit of ' 36.04 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 profit
of ' 3.48 crore as against net profit of ' 7.99 crore in
the previous year.

Joint Ventures

> 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 pending matters are closed.

> Bartunga Coal Private Limited (BCPL), This
company has been incorporated as a special
Purpose Vehicle Joint Venture (Company's share in
JV 67%) for Re-opening, Salvaging, Rehabilitation,
Development and Operation of Bartunga Hill
Underground Coal Mine, in the state of Chhattisgarh.
The contract agreement between BCPL and
SECL has been executed and other activities are
progressing as planned. During the year under
review, the company earned a profit of ' 2.19 crore
as against profit of ' 1.48 crore in previous year by
way of interest on lending of surplus equity pending
utilization for the project.

> Natural Resources Energy Private Limited
(NREPL) is a Joint Venture with Shyam Metalics
group for Surjagarh-1 iron ore block in the State
of Maharashtra. The Company holds 51% stake in
NREPL. The block is under approval stage and
Composite License for the Block for period of
three years has been granted and executed.
The Prospecting work has been started and the
permission from Competent Forest Authorities for
carrying out Core drilling work for estimation of
reserves has also been received.

> Raipur Infrastructure Company Limited (RICL) is

a dormant Joint venture company where we hold
1/3^rd share. It 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. During the year 2025-26 the company
incurred loss of ' 0.11 crore as against profit of '
1.05 crore in the previous year.

> Madanpur South Coal Company Limited (MSCCL)

was incorporated as a Joint Venture Special Purpose

Vehicle for development of Madanpur South Coal
Block allotted 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. We hold 20.63% share in
the JV. During the year 2025-26, MSCCL reported
profit of ' 0.34 crore as against profit of ' 0.34 crore
in the previous year.

At present th e Com pany is hol din g lan d of about
71.220 Hectares. MSCCL would be wound-up after
disposal of the land and closure of pending tax
proceedings.

> Shree Ram Business Park Private Limited -

During the current year 2026-27, the Company
has promoted Shree Ram Business Park Private
Limited a joint venture Company with 50% stake.
The company will carry on business of real estate in
the area, where SEML holds investment properties.
The Company is yet to start the business activities.

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, associates and joint ventures 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
Company's website. These documents are also available
for inspection.

Directors

In the last Annual General Meeting, the members
approved

a) re-appointment of Mrs. Tripti Sinha as Independent
Director of the Company, not liable to retire by
rotation, for a second consecutive term of five
years from 20th October 2025.

b) re-appointed Mr. Padam Kumar Jain as Wholetime
Director of the Company for a period of five years
w.e.f. 1^st June 2026, liable to retire by rotation. Mr.

Padam Kumar Jain shall also continue to hold the
office of CFO.

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Anant Sarda,
Non- Executive, Non-Independent, Promoter Director
of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible has offered
himself for re-appointment. Necessary resolution for
the above re-appointment is being made a part of the
Notice convening the ensuing general meeting. Brief
profile of Mr. Anant Sarda, who is proposed to be re¬
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 each Independent Director 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
Management 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 the Company. Upon induction, the Independent
Directors are familiarized with their roles, rights and
responsibilities. The Company provides information to
familiarize the Independent Directors with the strategy,
operations and functions of the Company. The Board
members are also taken to the operation sites of the
company and subsidiaries to understand and review
their functions.

At various Board meetings, the Board members are
provided with information/ presentations and are given
the opportunity to interact with the Senior Management
of the Company to help them to understand the
Company's strategy/policies, business model,
operations, products, markets, organization structure,
finance, human resources, technology, quality, facilities

and risk management, changes in the regulatory
environment applicable to the corporate sector and to
the industry in which it operates and such other matters
as may arise from time to time.

Quarterly presentations on operations made to the
Board include information on business performance,
operations, safety, market scenario, forex exposure,
financial parameters, working capital management,
fund flows, senior management change, major litigation,
compliances, subsidiary information, donations,
regulatory scenario, etc.

The policy on familiarization programmes for
Independent Directors is posted on the website of the
Company www.seml.co.in and can be accessed under
the head corporate governance/ policies under the
Investors' section. The details of the familiarization
program can be accessed at: Familiarization Programme

Directors' Responsibility Statement

The directors state that:

a) in the preparation of the annual accounts for
the year ended March 31, 2026, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, have been
followed and there are no material departures from
the same;

b) the Directors have selected such accounting
policies and applied them consistently and made
judgements 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 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

Based on the recommendation of the Audit Committee
and approval of the Board of Directors, at the Annual
General Meeting (AGM) for the financial year 2023¬
24 held on September 24, 2024, M/s. Singhi & Co.,
Chartered Accountants, having Firm Registration No.
302049E were appointed as Statutory Auditors of the
Company to hold office till the conclusion of the 56^th
AGM to be held in the calendar year 2029.

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.

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 2024-25 has
been 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 of ' 2.50
lakh plus applicable taxes and out of pocket expenses
for the year 2026-27. As required under the provisions
of Companies Act, 2013, the remuneration payable to
the Cost Auditors for 2026-27 is being placed before
the members in the ensuing annual general meeting for
approval.

Secretarial Auditor

Based on the recommendation of the Audit Committee
and approval of the Board of Directors, at the Annual
General Meeting (AGM) for the financial year 2024¬
25 held on September 25, 2025, M/s. S.G. Kankani &
Associates, Practicing Company Secretaries, having

Firm Registration No. P1998CG012600 were appointed
as Secretarial Auditors of the Company to hold office till
the conclusion of the 57^th AGM to be held in the calendar
year 2030.

The Secretarial Audit Report for the financial year
ended March 31, 2026 is annexed herewith marked
as Annexure D to this Report. The Secretarial Audit
Report does not contain any qualification, reservation
or adverse remark.

Further, in terms of requirement of regulation 24A of
SEBI Listing Regulations, the Secretarial Audit Report,
for the financial year ended March 31, 2026, 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 belongingness. 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, Art, 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.

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

In accordance with the Listing Regulations, the
BRSR describes the performance of the Company on
environmental, social and governance aspects. The
disclosures on key performance indicators (KPIs) of
BRSR Core and Independent Assurance Report on the
identified sustainability information is made a part of
annual report.

Disclosures

Board/Committees/Vigil Mechanism

The details of the composition of Board of Directors,
composition of various 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 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, 7, 11(a), 37, 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 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 theAct. 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 2025-26
and hence does not form part of this report. Details of
related party transactions entered by the Company, in
terms of IndAS 24 have been disclosed in the notes to
the standalone and 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 under Policies under Investors' section on
the Company's website - www.seml.co.in.

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.

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 March 31, 2026
is available at -Annual Return

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 during the year 2025¬
26 -

a) Neither the Chairman, Managing Director nor the
Whole-time 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 by or against the Company
and there are no proceedings pending 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].

h) The Company has complied with provisions relating
to the Maternity Benefit Act, 1961.

Furthermore, the directors also state that during
the year under review, no complaints were received
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 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 places on record its deep sense of
appreciation for the committed services by all the
employees of the Company. The Board would also like to
express its sincere appreciation for the assistance and
co-operation received from the financial institutions,
banks, government and regulatory authorities, stock
exchanges, customers, vendors and members during
the year under review.

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

Raipur Chairman

August 01, 2026 DIN: 00008170