Your directors take pleasure in presenting the 52^nd Annual Report on business and operations of the Company for the
financial year ended 31^st March 2025 a period that underscores our commitment to operational excellence, strategic
growth, and sustainable practices.

Results of Operations (' in crore)

Acquisition of SKS Power Generation (Chhattisgarh)
Limited

During the year we acquired and amalgamated SKS
Power Generation (Chhattisgarh) Limited (SKS)

through Corporate Insolvency Resolution Process
under Insolvency & Bankruptcy Code 2016 consequent
to the approval of company's Resolution Plan by the
National Company Law Tribunal (NCLT). SKS was having
an operating 2*300 MW thermal power plant with basic
infrastructure for additional 600 MW plant in Raigarh
district of Chhattisgarh near our coal mines. The
acquisition was completed on 21^st August 2024. The
financial statements for the year ended 31^st March 2025
include the figures of SKS w.e.f. 22^nd August 2024 and as
such the current year figures are not comparable with
previous year figures.

Post-acquisition, we have taken various steps in Sept.-
Oct- 24 for efficiency improvement and sustained
performance, which is reflected in improved generation
from 1540.08 Mn Kwh (Apr-Aug 24) to 1723.60 Mn Kwh
(Nov-Mar 25). In the first quarter of current year, we
have achieved PLF of above 90%.

Approval of our Resolution Plan has been challenged by
unsuccessful Resolution Applicants before the hon'ble
Supreme Court, following rejection of their appeal by
the NCLAT.

Review of Performance

Our facilities at the Raipur location, encompassing

iron ore pellet, sponge iron, power, and eco-brick
plants, demonstrated excellent performance by
surpassing both the previous year's production levels
and their respective annual production targets. This
achievement is a testament to the dedication and
efficiency of our teams. To maximize profitability, the
Company strategically sold 33.32 MU of power through
the Indian Energy Exchange (IEX). While this strategic
decision affected steel and ferro alloys production, it
positively contributed to the company's profitability.

We remain steadfast in our pursuit of excellence in the
mining, metal and energy sectors through continuous
system upgrades, increased mechanization, and vigilant
tracking of industrial trends. Our proactive adoption
of the latest developments and responsiveness to
industrial changes ensure we remain at the forefront of
the industry.

To sustain and enhance output, we continuously invest
in modernization and upgradation of our production
facilities. During the year under review, we undertook
several major modifications and improvements. These
include:

• Producing Gas Plant capacity (PGP)
Enhancement: Installation of an additional module
in the PGP to reduce pollution and decrease
dependency on high-grade coal /oil.

• Continuous Casting Machine (CCM) Modification: to

produce larger size and length Billets (125mm x
125mm billets of 8 to 9 meters).

• Wire Rod Mill Upgradation: Enhancements to the
Wire Rod Mill to hot roll the larger billets, significantly
improving yield and enabling the production of 1 MT
single coils.

• Ferro alloys Furnace Modernization: Comprehensive
upgradation of Ferroalloys furnaces for improved
gas evacuation and enhanced power utilization.

• Gas Cleaning Plant capacity

enhancement: Installation of an additional Gas
Cleaning Plant for cleaner operation.

• Replacement of old TG Set for Power Generation
Efficiency: A significant project has been initiated
to replace existing aged power generation turbine
and generator set with efficient machines from
BHEL, ensuring reliable and optimized power
production.

Projects under execution
50 MW Solar power project

The project is in final stage of installation and we expect
to commission the project any time in the next financial
year. The project got delayed due to problems at the end
of the EPC contractor, Gensol Engineering Limited. This
project highlights our commitment to incorporating
sustainable energy solutions into our operations.

Sahapur Underground Coalmine project (MP)

We have received consent to operate for opening of the
mine and construction of incline. Work has been started
for development of the mine and we expect to start coal
production by end of next financial year. This mine will
meet our requirement of high grade coal.

Gare Palma IV/5 Coal Mine Project (CG)

The Company was declared successful bidder for the
the mine. This is an existing operating mine which was
previously operated by Hindalco Industries Limited.
Due to change in boundaries of the mine we have to
go for fresh approvals. We have got 51 months' time to
start the mine and we are hopeful of starting production
before scheduled time.

Bartunga Hill Coal Mining Project (JV)

A Joint Venture led by us with 67% share has won
Bartunga Hill Underground Coal Mine of South Eastern
Coal Fields Limited (SECL) as mine operator, on revenue
sharing basis, for Re-opening, Salvaging, Rehabilitation,
Development and Operation 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 the JV Company BCPL and SECL
has been executed and other activities are progressing
as planned.

Surjagarh-1 Iron Ore Mining Project (JV)

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 Iron ore mining project is in the
approval stage. Prospecting work will be started after
we get necessary approvals and forest clearance.

24.90 MW Kotaiveera SHP

A 25 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 and we expect to
start work on the project before end of current financial
year.

Change in Business

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.

Dividend

The Board, subject to approval of shareholders, has
recommended dividend @ ' 1.50 per share (150%) for
the F.Y. 2024-25, subject to the deduction of tax at
applicable rate. The dividend shall result in cash outflow
of ' 52.86 crore. Last year, the Company had paid
divided @ ' 1.00 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 2024-25, the Company has
further transferred unpaid dividend of ' 12.63 lakh in
respect of F.Y. 2016-17 to the Investor Education and
Protection Fund. The dividend for FY 2023-24, 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 2024-25 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
Sarda Global Trading DMCC, Chhattisgarh Hydro Power
LLP and Bartunga Coal Private Limited in its capacity
as Promoter of those entities for meeting the fund
requirements for their business activities.

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 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 recognized as a Three
Star Export House and holds a long term rating of
A(Stable) and short-term rating of A1 from CRISIL.

During the year, Power Generation was 573.06 MU
as compared to 626.45 MU in the previous year.
The ferro alloys production stood at 1,02,158 MTs as
against 1,14,412 MTs (silico and ferro manganese) in
the previous year. Company was able to achieve PLF
of 81.77% against PLF of 89.15% in previous year.

During the FY 2024-25, the company exported 99,556
MTs (including trading export of 20 MTs) ferro alloys
valued ' 802.01 crore against 1,03,534 MTs (including
trading export of 878 MTs) in the previous year valued
' 785.42 crore. The company has reported a net
profit of ' 6.33 Crore as against ' 10.66 crore in the
previous year. Operational performance remained
broadly in line with the previous year. The Company
has derecognized the Deferred Tax Asset to the
extent of ' 4.94 Crore for the financial year 24-25
which was recognized in earlier years on indexation
on Land, as the benefit of the same is no longer
available with the advent of amendments made vide
Finance No 2 Act of 2024.

The Company has successfully completed the
project for manufacturing Mineral Fibre at its
existing facility at Vizianagaram and commenced
the production at the end of March 2025.

> Sarda Energy Limited (SEL), a wholly owned
subsidiary earned a net profit of ' 3.81 crore as
against net profit of ' 3.88 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 Coal Mine, in the state of
Chhattisgarh. However, on account of overlapping
boundaries of two mines and resultant DGPS survey,
revised DPR was prepared. As per the revised DPR,
the project is not viable and hence it is proposed
to surrender the Mine. Necessary steps are being
taken in this direction.

During the year under review, the company earned a
profit of ' 0.51 crore as against profit of ' 0.69 crore
in the previous year. The revenue earned was on
account of interest on loan advanced.

> Chhattisgarh Hydro Power LLP (CHPLLP), a wholly
owned subsidiary, is successfully operating 24 MW
Gullu Small Hydro Electric Project (SHP) since last
eight years.

It has completed construction of its second hydro
power plant named 24.90 MW Rehar-I SHP. The
Plant is under trail run stage and shall commence
commercial operations shortly. Two more small
hydro power projects are under different stage
of clearances.

CHPLLP enjoys credit rating A (Stable) from ICRA.

During the FY 2024-25, Gullu SHP has generated
and supplied 90.11 MU units (PY 72.45 MU units).
It has earned post tax profit of ' 29.23 crore (PY '
20.46 crore). The improvement in performance is
attributable to good monsoon in the catchment area
during the year under review.

> 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 20.37 MU power in
the FY 2024-25 (Previous Year 13.28 MU) to the
state grid. The performance in the previous
financial year was impacted because of damage
to low pressure pipeline due to landslide. The
Plant swiftly resumed operations. During the
year 2024-25, the company has reported EBIDTA
of ' 4.66 crore (PY ' 2.43 crore) and net loss of
' 0.42 crore (PY loss ' 1.23 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 367.17 MU (PY 367.25 MU)
of power in the F.Y 2024-25 and reported revenue
from sale of power of ' 246.01 crore (PY ' 260.82
crore). Based on provisional tariff, it has earned
post tax profit of ' 16.36 crore (PY ' 11.98 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.

> 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 ' 21.93 crore as
against profit of ' 28.78 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 892,239 MT (PY 557,807 MT) coal was
extracted from the Mine.

The subsidiary reported a net profit of ' 34.96 crore
as against net profit of ' 13.10 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 ' 8.02 crore as against net loss of ' 5.38 crore in
the previous year.

> 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. The
matter is pending in Hon'ble High Court, Bilaspur,
Chhattisgarh.

Joint Venture

> 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 ' 1.48 crore 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 mine in the State of Maharashtra.
The Company holds 51% stake in NREPL. The mine is
under approval stage. Application for prior approval
for Exploration and survey has been submitted for
grant of Stage -1 & Stage- II forest clearance.

> 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 2024-25 the company
earned interest income of ' 1.02 crore and total
comprehensive income of ' 1.05 crore as against
comprehensive loss of ' 3.05 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 2024-25, MSCCL reported
comprehensive income of ' 0.34 crore as against
' 0.07 crore in the previous year.

At present the Company is having land of about
71.220 Hectares. MSCCL would be wound-up after
disposal of the land.

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 and associates 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

In the last Annual General Meeting, the members
approved

a) re-appointment of Mr. Kamal Kishore Sarda, as
Chairman & Managing Director for a further period
of 5 years w.e.f. 1^st April 2025; and

b) re-appointment of Mr. Pankaj Sarda, as Director
liable to retire by rotation.

Further, on the recommendation of the Nomination and
Remuneration Committee and the Board of Directors,
the members of the Company through Postal Ballot,
in the manner required, have approved, w.e.f. 1^st April
2025, the appointment of:

a) Mr. Kamal Kishore Sarda (DIN: 00008170) as
Executive Chairman for a period of five years, not
liable to retire by rotation;

b) Mr. Pankaj Sarda (DIN: 00008190) as Managing
Director for a period of five years, liable to retire by
rotation; and

c) Mr. Anant Sarda (DIN: 07908187) as Non- Executive
Non-Independent, Promoter Director, liable to retire
by rotation

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Padam
Kumar Jain, Wholetime Director of the Company, retires
by rotation at the ensuing Annual General Meeting and
being eligible has offered himself for re-appointment.

Further, on the recommendation of the Nomination &
Remuneration Committee, the Board of Directors of
the Company, in its meeting held on 2^nd August 2025,
subject to the consent of the members of the Company,
has-

a) appointed Ms. Tripti Sinha as Independent Director
on the Board for the second term of five years w.e.f.
20^th 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.

Necessary resolutions for the above appointment/
re-appointment are being made a part of the Notice
convening the ensuing general meeting. Brief profile
of Ms. Tripti Sinha and Mr. Padam Kumar Jain, who
are proposed to be appointed / 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
Di re ctors, Key Man ageri al Personnel (KMP), Seni or
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 31^st March 2025, 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 31^st March 2025 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 26th September 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 2023-24 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 not exceeding ' 2.50
lakh plus applicable taxes and out of pocket expenses
for the year 2025-26. As required under the provisions
of Companies Act, 2013, the remuneration payable to
the Cost Auditors for 2025-26 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 2024-25. The Secretarial
Audit Report for the financial year ended 31^st March
2025 is annexed herewith marked as Annexure D to this
Report.

The Board of Directors of the Company ("the Board"), at
its meeting held on 24^th May 2025, 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.
S.G. Kankani & Associates, Company Secretaries
(Registration No. P1998CG012600), as the Secretarial
Auditors of the Company for a period of five years
commencing from the conclusion of the ensuing 52^nd
Annual General Meeting (AGM) scheduled to be held on
September 25, 2025, through the conclusion of 57^th
AGM of the Company to be held in the year 2030, for
conducting secretarial audit of the Company for the
period beginning from FY 2025-26 through FY 2029-30.

The above proposal and related information forms part
of the Notice of the AGM and is placed for your approval.

Further, in terms of requirement of regulation 24A of
SEBI Listing Regulations, the Secretarial Audit Report,
for the financial year ended 31^st March 2025, 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, 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. 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 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 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, 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 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 2024-25
and hence does not form part of this report. Details of
related party transactions entered into 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. During the current year the company also got
its internal financial controls reviewed by independent
professional experts. No material weakness has been
reported by the 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
2025 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 -

a) Neither the 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 during the financial year
2024-25 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
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, co¬
operation 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

2^nd August 2025 DIN: 00008170