Steel Exchange India Ltd

( in Crores)

During the year under review, the total Revenue of the company stood at Rs 1093.26 Crores as against the Rs.1393.36 Crores in FY 2022 - 23. Net Profit/(Loss) recorded at Rs.10.69 Crores as against Net loss of Rs. (58) Crores in the Previous Year.

The Manufacturing Sales including power sales were Rs.991.82 Crores in the current year compared to Rs. 1094.76 Crores in the previous year. The trading sales during the year amounted to Rs.97.34 Crores compared to Rs. 293.57 Crores in the previous year.

Members may recall the managements endeavor to increase production levels and improve margins as well as identify and realign the assets of the company to increase the value of the company for all stake holders.

The company is pleased to inform that the company successfully raised funds by way of NCDs of Rs.272.92 crs in 2023-24 at a rate of 18.75% p.a. to repay the high cost NCDs issued to Edelweiss at an IRR of 21.75%. Further the company successfully raised additional funding of Rs.100 crs during 2023-24 by way of NCDs which was partly utilized for the critical periodic maintenance capex, setting up a new continuous caster in the SMS Billet unit and addition of rolling in the ISP and partly for working capital needs. Most of the works have been completed and the balance are slated for completion by September 24. The production levels are expected to be higher from the second half of the year onwards. With the periodic maintenance works completed in all the units, the operational efficiencies are expected to enable smooth running of the units thereby reduce costs and improve margins. The higher production levels will also add to the earnings of the company.

Further the company is also in the process of modifying the Kothapeta unit from manufacture of ingots to manufacture of 74,000 TPA of Billets. It is also in the process of setting up a rolling mill of 94,000 TPA to produce TMT bars. The billet unit and the rolling mill are in an advanced stage of completion and are expected to be ready to commence production by 1st October 2024. The operations of Kothapeta will also add to the revenue of the company both in terms of top line and earnings.

With the state government focus on improving the infrastructure in the state, the company expects stable and steady increase in demand for steel. All these factors augur well for the company in the coming years. The management is committed to continue its efforts in minimizing the costs and improving the intrinsic value of the company for the benefit of all stakeholders.

4. DIVIDEND

The Board of Directors of the Company has not recommended Dividend for the financial year ended March 31, 2024. Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on the Company's website at https://seil.co.in/uploads/5479-SEIL_Dividend_Distribution_Policy.pdf

During the period under review, there was no change in the Authorized Share Capital of the Company

The Authorized Share Capital of the Company is Rs.332,00,00,000/- (Rupees Three Hundred and Thirty-Two Crores only) divided into 258,00,00,000 (Two Hundred and Fifty Eighty Crores only) Equity Shares of Rs.1/- (One only) each, and 7,40,00,000 (Seven Crore Forty Lakhs only) Preference Shares of Rs.10/- (Ten only) each.

The Paid-up Equity Share Capital of the Company as on March 31, 2024 was Rs. 1,19,76,33,270/- (Rupees One Hundred Nineteen Crores and Seventy-Six Lakhs Thirty-Three Thousand Two Hundred and Seventy).

There was change in Paid up Share Capital of the Company during the year under review: During the year, the Company has allotted

7,58,00,000Equity Shares of the face value of Rs.1/- each at an issue price of Rs.7.250/- per share (including share premium of Rs.6.250/- per share) on Conversion of Compulsorily Convertible Debentures ("CCDs") on preferential basis to promoter of the Company.

1,30,00,000 Equity Shares of the face value of Rs.1/- each at an issue price of Rs.15.75/- per share (including share premium of Rs.14.75/- per share) on preferential basis to non-promoter of the Company.

5,82,21,500 Equity Shares of the face value of Rs.1/- each at an issue price of Rs.7.250/- per share (including share premium of Rs.6.250/- per share) on Conversion of Warrants on preferential basis to promoter of the Company.

1,10,00,000 Equity Shares of the face value of Rs.1/- each at an issue price of Rs.16.60/- per share (including share premium of Rs.15.60/- per share) on preferential basis to non-promoter of the Company.

The Company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a)(ii) of the Companies Act, 2013 (hereinafter referred as "the Act") read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished and the Company has not issued any stock options to its employees.

The Equity Shares of your Company are listed on BSE Limited and National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2023-24.

In the Financial Year 2020-21,the Company issued and allotted 3,828 Secured, Rated, Listed, Redeemable, Non-Convertible Debentures bearing a face value of INR 10,00,000/- (Rupees Ten Lakh only) each, aggregating up to an amount of INR 382,80,00,000/- (Rupees Three Hundred and Eighty-Two Crores Eighty Lakhs only) ("Debentures") in dematerialized form on a private placement basis to Group of Investors led by Edelweiss as a part fund raising for one time settlement of all dues of the company with existing lenders. The said NCDs are listed on BSE Limited. Further, During FY 2023-24, the said 3,828 Secured, Rated, Listed, Redeemable, Non-Convertible Debentures was restructured and In-principal and Listing approval taken from BSE Limited on 17th January, 2024 and 27th February, 2024 respectively.

Further, the Company issued and allotted 1,000 Secured, Un-Rated, Un-Listed, Redeemable, Non-Convertible Debentures bearing a face value of INR 10,00,000 (Rupees Ten Lakh only) each, aggregating up to an amount of

INR 100,00,00,000/- (Rupees One Hundred Crores only) ("Debentures") in dematerialized form on a private placement basis to True North and Neo as a part fund raising for Capex and Working Capital.

During the year the under review the issued and allotted

1,30,00,000 Equity Shares of the face value of Rs.1/- each at an issue price of Rs.15.75/- per share (including share premium of Rs.14.75/- per share) on preferential basis to non-promoter of the Company as a part fundraising for prepayment of borrowings of the Company, working capital requirement, meeting future funding requirements and other general corporate purposes of the Company.

1,10,00,000 Equity Shares of the face value of Rs.1/- each at an issue price of Rs.16.60/- per share (including share premium of Rs.15.60/- per share) on preferential basis to non-promoter of the Company as a part fundraising for Operations, Working Capital requirement and General Corporate Purposes.

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

10. CREDIT RATING

11. ANNUAL RETURN

As required by Section 92(3), read with Section 134(3)(a) of the Act the Annual Return in Form MGT-7 is placed at the company's website and the link for the same is https://seil.co.in/governance/annualreturn.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2024, Seven Board Meetings were held.

The dates on which the Board Meetings were held are 27th April, 2023, 29th May, 2023, 14th August, 2023, 10th October, 2023, 14th November, 2023, 18th November, 2023 and 14th February, 2024.

Details of number of Meetings attended by each Director have been given in the Corporate Governance Report, which forms part of the Annual Report.

13. DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms for the year ended 31st March, 2024: i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;; ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of Profit and Loss Account of the Company for that period; iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2024 on a going concern basis; v. that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and vi. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations as required under the provisions of Section 149(7) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, stating that they meet the eligibility criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In the opinion of the Board all our Independent Directors, appointed during the year, possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules 2014.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors held their separate meeting on March 29, 2024 inter alia, to: - Review the performance of the Non-Independent Directors.

- Review the performance of the committees and Board as a whole.

- Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

- Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

16. AUDITORS

Statutory Auditors:

As per the provisions of the Act, the period of office of M/s. Bhavani & Co., Chartered Accountants (FRN 012139S), Statutory Auditors of the Company, expires at the conclusion of the ensuring Annual General Meeting.

It is proposed to appoint M/s. Pavuluri& Co., Chartered Accountants (FRN 012194S) as Statutory Auditors of the Company, for a term of 5 (five) consecutive years. M/s. Pavuluri& Co., Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, as amended from time to time, Mr. D Zitendra Rao, Practicing Cost Accountant has been appointed as Cost Auditor for conducting Cost Audit for the financial year 2023-24 under review.

The Products of the company was classified as "Steel and Electricity" manufactured by the Company are subject to Cost Audit in terms of Section 148 of the Companies Act, 2013 read with the rules issued there under by the Central Government.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of Dendukuri & Co., Cost Accountants (Proprietor Mr.D Zitendra Rao, Practicing Cost Accountant) as the Cost Auditors of the Company for the financial year ending March 31, 2024.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs.8.00 lakh plus applicable taxes payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, a resolution to this effect forms part of the Notice convening the AGM.

Internal Auditors:

M/s. Pavuluri & Co., Chartered Accountants were appointed as Internal Auditors for the Financial Year 2023-24 under review.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. B S S & Associates, Practicing Company Secretaries, Hyderabad to undertake the Secretarial Audit of your Company for the financial year 2023-24.

17. AUDIT REPORTS: Statutory Audit Report

There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditor's Report on the financial statements of the Company for the Financial Year 2023-24 and hence does not require any explanations or comments by the Board.

Internal Audit Reports

Internal Auditors has performed internal audit of the operations of the Company for the Financial Year 2023-24 and the Internal Auditors have presented their observations to the Audit Committee in four out of Six meetings held, i.e., on 29th May, 2023, 14thAugust, 2023, 14th November, 2023 and 14th February, 2024 respectively for the financial year 2023-24.

Secretarial Audit

The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2023-24 and Secretarial Compliance Report for the Financial Year are annexed herewith as Annexure - 1.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any Loans / Guarantees and not made any Investments during the F.Y. 2023-24, as specified under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

19. TRANSFER OF AMOUNT TO GENERAL RESERVES

Your Company doesn't propose to transfer any amount to the general reserve for the Financial Year ended 31st March, 2024.

20. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI Listing Regulations during the financial year were in the ordinary course of business and on an arms' length basis. There were no materially significant transactions with related parties during the financial year, which were in conflict with the interest of the Company. Suitable disclosure as required by the Indian Accounting Standards (Ind AS-24) has been made in the notes to the financial statements.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is uploaded on website of the Company at https://seil.co.in/governance/policy.

A statement, in summary form, of all the transactions entered into with the related parties in the ordinary course of business, details of individual transactions with related parties are placed before the audit committee for the review from time to time. The particulars of contracts or arrangements with related parties referred to in Sub-section (1) of Section 188 are prepared in Form No. AOC-2 pursuant to Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is given in notes to accounts of the company wide note no 3.32.3 and also brief details are annexed to Boards Report as Annexure-2.

21. DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet, in terms of Section 73 of the Companies Act, 2013 during the year ended 31st March, 2024.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - 3 to this Report.

23. RISK MANAGEMENT POLICY

The Company has an adequate risk management policy in place. The risk management process is reliable and broad based, ensuring that the Company is well guarded against foreseeable risks and aptly prepared for future contingencies. Risk management encompasses risk identification, evaluation, reporting and resolution to ensure the smooth functioning of operations and business sustainability. Risk Management has become an integral part of business decision making.The policy is uploaded on website of the Company at https://seil.co.in/governance/policy.

24. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation of CSR activities of your Company. The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities during the year are given in the Annual Report on CSR activities in Annexure - 4 to this Report in the Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR policy is also available on the website of the company, https://seil.co.in/governance/policy.

25. COMMITTEES OF THE BOARD

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The composition, as well as meetings and other details of these committees have been given in the Report on the Corporate Governance forming part of the Annual Report.

26. CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations, is annexed herewith which forms part of this report.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY AND MECHANISM

The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.The policy is uploaded on website of the Company at https://seil.co.in/uploads/3742-Whistle_Blower_Policy.pdf

29. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The Board sought the feedback of the Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);
• Structure, composition and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board/Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.

The Chairman of the Board had one-on-one meetings with the Independent Directors ('IDs') and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain the Directors' input on effectiveness of the Board/ Committee processes.

In a separate meeting of IDs, the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of Executive Director and other Non-Executive Directors. The NRC reviewed the performance of the individual directors and the Board as a whole. In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its committees, and individual Directors were discussed.

30. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review,

On the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on February 14, 2023, has approved the appointment of Mr.Veera Brahma Rao Arekapudi (DIN: 07540040)as Independent (Additional) Director for a period of five consecutive years on February 14, 2023 and the Company has obtained approval of shareholders through the postal ballot dated May 12, 2023.

On the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company through Resolution by Circulation on July11, 2023, has approved the appointment of Mrs.Bhagyam Ramani (DIN: 00107097) as Independent (Additional) Director for a period of five consecutive years on July 12, 2023 and the Company has obtained approval of shareholders by way of Special resolution was taken in the AGM held on 29.09.2023.

Shri Bavineni Suresh (DIN: 00181832) and Shri Veeramachaneni Venkata Krishna Rao (DIN: 00206884) retired and re-elected at the last Annual General Meeting of the Company held on September 29, 2023.

On the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on November 18, 2023, has approved the appointment of Mr. Mohit Sai Kumar Bandi (DIN: 07410118) as Additional Director in capacity of Whole-Time Director of the Company for a period of five consecutive years on 18th November, 2023 and the Company has obtained approval of shareholders by way of Special resolution was taken in the EGM held on 18.12.2023.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Bavineni Suresh (DIN: 00181832) and Shri Veeramachaneni Venkata Krishna Rao (DIN: 00206884) will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Accordingly, the resolutions seeking the approval of the members for the said re-appointments have been incorporated in the Notice of the Annual General Meeting.

Mr.Bandi Ramesh Kumar (DIN: 00206293) as Whole-Time Director cum Joint Managing Director of the company resigned with effect from February 08, 2024 due to end of tenure, and there is no other reason for resignation.

Sudden demise of Mr. Shri A Suresh Babu, CFO and KMP of the Company in the late hours of Saturday, March 23, 2024 due to a massive heart attack.

Mr. Shyam Jagetiya (DIN: 02581262) as Nominee Director of the company resigned with effect from April 1, 2024 due to pre-occupancy, and there is no other reason for resignation.

On the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on May 03, 2024, has approved the appointment of Mr.Ram Mohan Nagoji (DIN 02895361) as Nominee Director of the Company with effect from May 03, 2024, subject to approval of Members of the company, pursuant to the nomination received from the M/s. Vishwa Samudra Holdings Private Limited, Investor of the company

On the basis of recommendations of the Audit Committee and the Nomination and Remuneration Committee, the Board appointed Mr. M Mallikarjuna Rao DGM Accounts as an Interim CFO (Chief FinancialOfficer) of the Company with effect from May 03, 2024.

31. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The company's policy on directors' appointment and remuneration and other matters provided in Section 178 (3) of the Act have been disclosed in the Corporate Governance Report. Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has adopted a policy for nomination, remuneration and other related matters for Directors and Senior Management Personnel. A gist of the policy is available in the Corporate Governance Report.

Company's Policy on Directors Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of directors and other matters provided under section 178(3) of the Companies Act, 2013 is also placed at the website of the Company at https://seil.co.in/uploads/6225-Nomination_and_Remuneration_Policy.pdf

32. INTERNALFINANCIALCONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The Board of Directors of the Company is responsible for ensuring that Internal Financial Control has been laid down by the Company and that such controls are adequate and operating effectively. The internal financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorisation and ensuring compliance with corporate policies.

The scope and authority of the Internal Auditor is well defined in the company. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

33. MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records of the Company as specified under Section 148(1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts during the financial year ended 31.03.2024.

34. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board's report enclosed as Annexure- 5.

During the financial year 2023-24, there were no employees in the Company whose details are to be given pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE

WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds reported by the Statutory Auditors under Sub-section 12 of Section 143 of the Companies Act, 2013 along with the Rules made there under.

36. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

37. UNCLAIMED SUSPENSE ACCOUNT/ESCROW ACCOUNT:

In accordance with the procedure laid down in Schedule VI to the SEBI Listing Regulations, the Company has transferred unclaimed shares of Equity shareholders (previously GSAL Shareholders) into one folio in the name of "Steel Exchange India Limited -Unclaimed Suspense Account" and maintain details of shareholders whose shares are credited to the said Unclaimed Suspense Account.

Company is doing transfer of Equity shares in Dematerialised from to respected shareholders of GSAL (India) Limited upon receipt of communication from time to time.

38. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your company incorporated a wholly owned subsidiary company SEIL (Hong Kong) Ltd on 02nd June, 2015 which was in dormant stage due to non-commencement of business operations since its incorporation. Your company has closed SEIL (Hong Kong) Ltd and the same was strikeoff by respective authority in the origin of the company.

As on 31.03.2024, the Company has no Subsidiary, Joint Venture or Associate Company.

39. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES

OR ASSOCIATE COMPANIES DURING THE YEAR;

During the year under review, SEIL (Hong Kong) Ltd ceased to be its subsidiary and the same was strike off by respective authority in the origin of the company. There were no companies which have become its subsidiaries, joint ventures or associate companies during the year.

40. INSURANCE

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

41. CHANGE IN THE NATURE OF BUSINESS

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

42. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

43. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE

COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

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

44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable 45. DETAILS 0F APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE 2016:

There are no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016

46. BOARD POLICIES:

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Listing Regulations are provided in Annexure - 6.

47. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India ('SEBI'), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report ('BRSR'). BRSR is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY 2023-24 onwards. Accordingly, we are glad to present our inaugural BRSR for FY 2023-24 is given as Annexure - 7.

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting targets and improving economic performance to ensure business continuity and rapid growth.

48. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has complied with provisions relating to the constitution of Internal Complaints Committee to redress complaints received regarding sexual harassment. During the financial year 31stMarch, 2024, the company has not received any complaints pertaining to sexual harassment.

49. DIRECTORS AND OFFICERS INSURANCE ('D&O')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, your Company has taken D&O for all its directors and members of the Senior Management.

50. INDUSTRIAL RELATIONS AND HUMAN RESOURCES

Your company believes that its employees are one of the most valuable assets of the Company and the Board appreciates the employees across the cadres for their dedicated service to the company and expects their continuous support and higher level of productivity for achieving the targets set for the company. During the year under review, the company organized various training programmes at all levels to enhance skills of employees. The total employee strength is 874 as on 31st March, 2024.

51. OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items, during the period under review: a) There was no issue of equity shares with differential voting rights as to dividend, voting or otherwise etc. b) There was no issue of shares (including sweat equity shares) to the employees of the Company under any Scheme. c) There was no instance of one time settlement with any bank or financial institution.

52. ACKNOWLEDGEMENT