To
The Members,
Your Directors have pleasure in presenting the 27th Annual Report on
the business & operations of the Company together with the Audited Financial Statement
for the year ended 31st March, 2026.
1. FINANCIAL HIGHLIGHTS
The performance of the Company for the Financial Year ended March 31,
2026 is as under:
Rs. In Crores, unless otherwise stated
| PARTICULARS |
31-Mar-26 |
31-Mar-25 |
| Revenue from Operations |
1059.44 |
1144.02 |
| Other Income |
6.98 |
19.36 |
| Total Revenue |
1066.42 |
1163.38 |
| Less: Total Expenses excluding finance cost
and depreciation |
928.39 |
1019.77 |
| Profit/ (Loss) before finance cost,
depreciation and tax expense |
138.03 |
143.61 |
| Finance cost |
69.46 |
74.54 |
| Profit / (Loss) before depreciation and tax
expense |
68.57 |
69.07 |
| Depreciation |
28.32 |
23.57 |
| Profit/(Loss) before tax expense |
40.25 |
45.50 |
| Tax expense |
|
|
| i. Tax expense of prior years |
0 |
0.00 |
| ii. Deferred Tax |
(13.25) |
(19.56) |
Profit/(Loss) for the year |
26.99 |
25.93 |
| Add: Other Comprehensive Income |
0.10 |
(0.18) |
Total Comprehensive Income/ (Loss) for the
year |
27.09 |
25.75 |
2. REVIEW OF PERFORMANCE:
During the year under review, the total Revenue of the company stood at
Rs. 1066.42 Crores as against the revenue of Rs. 1163.38 Crores in FY 2024-25. Net Profit/
(Loss) recorded at Rs. 27.09 Crores as against Net Profit of Rs. 25.75 Crores in the
Previous Year.
The Manufacturing Sales including trading sales were Rs 1042.40 Crores
in the current year compared to Rs. 1118.81 Crores in the previous year. The power sales
during the year amounted to Rs. 15.84 Crores compared to Rs. 23.22 Crores in the previous
year.
3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Management is pleased to inform you that steps taken by your company in
enhancing the capacity of Sms and Rolling Mill to remove the bottlenecks in production is
showing good results with improved margins during FY 26 since manufacturing of 8-MM and
10-MM size TMT Bars are carried out in our own plant. Despite the management's endeavor to
increase production levels, the capacity utilization is at low in FY 26 because of
sluggish demand and market condition due to early onset of monsoon in Q1 and also its
extended period to Q3 with untimed cyclones. However, the demand and price realization
improved since Dec 25 and the company could make good turnover and profits.
The management's constant endeavor to increase production levels and
margins as well as to identify and realign the assets of the company to increase the value
of the company for all stake holders are expected to result positively going forward.
Current year the company with its internal accruals has started works
on installation of Re-Heating Furnace with a capacity of 1.50 lakhs MTPA to execute the
conversion order awarded by RINL for 1.20 lakhs MTPA and the work is progressing and the
management is planning to bring the facility to operations in Q2 of FY 27.
With the periodic maintenance works completed in all the units, the
operational efficiencies are expected to enable smooth running of the units and thereby
reduce costs and improve margins. The higher production levels coupled with savings in
cost of production in 8 and 10 MM sizes is expected to add to the earnings of the company
going forward.
The management with its continues efforts in reduction of finance cost,
could successfully raise loans at 13.18% in FY 26 to refinance high cost debt at 18.75%
and this is estimated to result in good savings in Finance cost in FY 27. More steps are
being taken by management for getting refinance of these loan at further reduced cost
during FY 27.
Your Company has obtained investment grade credit rating (BBB-) from
M/s Infomerics Valuations and Ratings Limited and CARE has upgraded its rating from BB- to
BB+ in FY 26. The Management is taking necessary steps to get improvement for the above
ratings further.
Your company could place 36,14,16,300 Equity Share Warrants of Rs 1
each at a premium of Rs 8.45 to various investors including IMR group (a global player in
steel and Metal trader and Mining owner and operator with its spread across 17 countries)
under preferential offer for value of Rs 341.58 Cr and collected Rs 85.40 Cr towards 25%
as share application Money in April 2026. Part of these funds being used to prepay the
debt which will further save finance cost going forward.
Your Company has entered in to Memorandum of Understanding (MOU) on
14th Nov, 2025 with AP State Govt for expanding the existing facility by setting up a
Green Steel and Alloy plant of 1 Mill mTpA size near our existing plant with an capital
outlay of Rs 3450 cr in 3 phases and sought the help of AP Govt for allotting and / or
arranging land of 200 acres.
As per the AP Industrial Development Policy the project is eligible for
fiscal incentives like waiver / refund of SGST, allotment of Govt Land, Exemption of stamp
duty, exemption of land conversion charges, concessional charges for water for a
significant portion of Fixed Capital Investment as seen in other similar projects.
With the state government focus on faster construction of Green Capital
i.e Amaravathi and improving the infrastructure in the state, the company expects stable
and steady increase in demand for steel. All these factors augur well for the company in
the coming years. The management is committed to continue its efforts in minimizing the
costs and improving the intrinsic value of the company for the benefit of all
stakeholders.
4. DIVIDEND
The Board of Directors of the Company has not recommended Dividend for
the financial year ended March 31, 2026.
Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board
has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy
is available on the Company's website at https://
seil.co.in/uploads/5479-SEIL_Dividend_Distribution_ Policy.pdf
5. SHARE CAPITAL AND LISTING OF SHARES
During the period under review, there was no change in the Authorized
Share Capital of the Company
• The Authorized Share Capital of the Company is
Rs.332,00,00,000/- (Rupees Three Hundred and Thirty-Two Crores only) divided into
258,00,00,000 (Two Hundred and Fifty Eighty Crores only) Equity Shares of Rs.1/- (One
only) each, and 7,40,00,000 (Seven Crore Forty Lakhs only) Preference Shares of Rs.10/-
(Ten only) each.
• The Paid-up Equity Share Capital of the Company as on March 31,
2026 was Rs. 1,24,72,20,542/- (Rupees One Hundred and Twenty-Four Crore Seventy-Two Lakhs
Twenty Thousand Five Hundred and Forty-Two).
During the year, the Company has not issued any shares with
differential rights;hence, no information is furnished as per the provisions of Section
43(a) (ii) of the Companies Act, 2013 (hereinafter referred to as "the Act"),
read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014. Further,
the Company has not granted any stock options to its employees. However, the Company has
allotted equity shares by conversion of warrants during the year as given below: - •
• Conversion of 4,95,87,272 Warrants into Equity Shares of face
value of Re.1/- each, at an issue price of Rs.11.00/- per share (including a share premium
of Rs.10.00/- per share), upon the exercise of
options by the warrant holders on 30.07.2025 under the provisions of
Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
The proceeds thereof were utilized for Capital Expenditure (Capex), working capital
requirements, and other general corporate purposes of the Company.
The Equity Shares of your Company are listed on BSE Limited and
National Stock Exchange of India Limited. It may be noted that there are no payments
outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the
listing fee for the financial year 2025-26.
6. NON-CONVERTIBLE DEBENTURES
In the Financial Year 2020-21, the Company issued and allotted 3,828
Secured, Rated, Listed, Redeemable, Non-Convertible Debentures ("NCDs") having a
face value of INR 10,00,000/- (Rupees Ten Lakh only) each, aggregating to INR
382,80,00,000/- (Rupees Three Hundred Eighty-Two Crores and Eighty Lakhs only), in
dematerialized form on a private placement basis to a group of investors led by Edelweiss,
as part of the fundraising exercise undertaken for the one-time settlement of the dues of
the Company with its existing lenders. The said NCDs are listed on BSE Limited.
Further, during FY 2023-24, the aforesaid 3,828 NCDs were restructured,
and the Company obtained inprinciple approval and listing approval from BSE Limited on
January 17, 2024 and February 27, 2024, respectively.
Further, during FY 2024-25, the Company issued and allotted 1,000
secured, un-rated, un-listed, redeemable, non-convertible debentures having a face value
of INR 10,00,000/- (Rupees Ten Lakh only) each, aggregating to INR 100,00,00,000/- (Rupees
One Hundred Crores only) ("Debentures"), in dematerialized form on a private
placement basis to True North, Neo and certain other investors. Subsequently, the
aforesaid Debentures were redeemed prior to their scheduled maturity date.
Further, during FY 2025-26, the aforesaid 3,828 NCDs were acquired by
M/s. Kotak Asset Management Company Limited on October 7, 2025 from Neo Special Credit
Opportunities Fund and True North Opportunities Fund-I. In connection therewith, the
Company received the requisite In-principle approval from BSE Limited on October 17, 2025.
7. NAME OF THE DEBENTURE TRUSTEE(S) WITH FULL
CONTACT DETAILS:
As per Regulation 53 of the SEBI Listing Regulations, the name along
with full contact details of the Debenture Trustees is given below:
VISTRA ITCL (INDIA) LIMITED
The IL & FS Financial Centre Plot No. C-22, G Block, 7th Floor
Bandra Kurla Complex, Bandra (East)
Mumbai 400051, India
Tel: +91 99104 96860, Tel: +91 22 2659 3535 Cell: +91 98206 61411,
Email: mumbai@vistra.com
8. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH
PREFERENTIAL ISSUE:
During the year under review, the Members of the Company, at the 1st
Extra-Ordinary General Meeting of FY 2025-26 held on March 30, 2026, approved the
creation, offer, issue and allotment, in one or more tranches, of up to 36,14,60,300
(Thirty-Six Crore Fourteen Lakh Sixty Thousand Three Hundred) Convertible Equity Warrants
("Warrants") of the Company, each carrying a face value of Re.1/- (Rupee One
only), at an issue price of Rs.9.45/- per Warrant (including a premium of Rs.8.45/- per
Warrant), aggregating up to Rs.350,00,00,000/- (Rupees Three Hundred and Fifty Crores
only), by way of preferential allotment in accordance with the provisions of the Companies
Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
("SEBI ICDR Regulations") and other applicable laws.
The issue price was determined in accordance with Chapter V of the SEBI
ICDR Regulations and was higher than the minimum price prescribed thereunder. The Company
received the in-principle approvals from the
Stock Exchanges on April 17, 2026 and thereafter allotted the Warrants
in tranches on April 20, 2026 and April 30, 2026, respectively, in accordance with the
terms of issue and applicable regulatory requirements.
The Warrants are convertible into equivalent number of equity shares of
the Company within a period of 18 months from the respective dates of allotment. The
proceeds of the preferential issue shall be utilized towards business expansion, working
capital requirements, repayment/ prepayment of certain borrowings and other general
corporate purposes.
9. DEVIATIONS IN THE USE OF PROCEEDS FROM THE
OBJECTS STATED IN THE OFFER DOCUMENT:
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
During the year under review, there were changes in the credit ratings
assigned to certain instruments of the Company by the credit rating agencies. The details
of the ratings and revisions are as follows:
| Instrument Type |
Tenor |
Previous Rating |
Revised Rating |
| Listed Secured NonConvertible Debentures |
Long Term |
CARE BB+ /Stable* |
IVR BBB-/ Stable (IVR Triple B Minus with
Stable Outlook) |
| Long Term Bank Facilities Term Loans |
Long Term |
|
IVR BBB-/Stable (IVR Triple B Minus with
Stable Outlook |
| Long Term Bank Facilities |
Long Term |
IVR BB+ /Stable (IVR Double B Plus with
Stable Outlook) |
IVR BBB-/Stable (IVR Triple B Minus with
Stable Outlook) |
| Short Term Bank Facilities |
Short Term |
IVR A4+ (IVR A FOUR PLUS) |
IVR A3 (IVR A THREE) |
* Previously the Rating was given by CareEdge Ratings Limited (formerly
CARE Ratings Limited) and now the Upgraded Rating assigned by Infomerics Valuation and
Rating Limited (formerly Infomerics Valuation and Rating Pvt. Ltd.)
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/qovernance/annualreturn.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year ended March 31, 2026, nine (9) meetings of
the Board of Directors of the Company were held in compliance with the provisions of the
Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standard-1 on Meetings of the Board of Directors.
The meetings of the Board were held on May 19, 2025, August 04, 2025,
September 03, 2025, September 26, 2025, October 10, 2025, November 14, 2025, December 30,
2025, February 14, 2026 and March 04, 2026.
The intervening gap between any two consecutive meetings did not exceed
the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
The details of attendance of each Director at the aforesaid Board
Meetings are provided in the Corporate Governance Report, which forms part of this Annual
Report.
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, 2026:
i. that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and there are no material departures;
ii. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at March 31,
2026 and of Profit and Loss Account of the Company for that period;
iii. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. that the Directors have prepared the Annual Accounts for the
Financial Year ended March 31, 2026 on a going concern basis;
v. that the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
vi. that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
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, possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules 2014.
The Independent Directors have affirmed compliance to the Code of
Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.
15. SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors held their
separate meeting where only Independent Directors were present on February 14, 2026 inter
alia, to:
- Review the performance of the Non-Independent Directors.
- Review the performance of the committees and Board as a whole.
- Review the performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive Directors.
- Assess the quality, quantity and timeliness of flow of information
between the Company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
16. AUDITORS Statutory Auditors:
The Members of the Company at the 25th Annual General Meeting
("AGM") held on September 27, 2024, approved the appointment of M/s. Pavuluri
& Co., Chartered Accountants (Firm Registration No. 012194S), as the Statutory
Auditors of the Company, to hold office for a term of five (5) consecutive years from the
conclusion of the 25th AGM until the conclusion of the 30th AGM to be held for the
financial year ending March 31, 2029.
M/s. Pavuluri & Co., Chartered Accountants, have confirmed that
they satisfy the eligibility criteria and are not disqualified from holding office as
Statutory Auditors
of the Company under the provisions of the Companies Act, 2013 and the
rules made thereunder.
Cost Auditors:
Pursuant to the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time, the cost records maintained by the Company in respect of its products classified
under "Steel and Electricity" are required to be audited.
Accordingly, Mr. D. Zitendra Rao, Practicing Cost Accountant, was
appointed as the Cost Auditor of the Company for conducting the audit of the cost records
for the financial year 2025-26.
Further, based on the recommendation of the Audit Committee, the Board
of Directors at its meeting held on May 25, 2026, approved the re-appointment of M/s.
Dendukuri & Co., Cost Accountants (Proprietor: Mr. D. Zitendra Rao, Practicing Cost
Accountant), as the Cost Auditors of the Company to conduct the audit of the cost records
for the financial year 2026-27.
In terms of Section 148(3) of the Companies Act, 2013 read with Rule 14
of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs.
9.00 Lakhs (Rupees Nine Lakhs only) plus applicable taxes and reimbursement of
out-of-pocket expenses payable to the Cost Auditors is subject to ratification by the
Members at the 27th Annual General Meeting. Accordingly, a resolution seeking such
ratification forms part of the Notice convening the 27th Annual General Meeting.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with the Companies
(Accounts) Rules, 2014, as amended from time to time, and based on the
recommendation of the Audit Committee, M/s. Bhavani & Co., Chartered Accountants were
appointed as the Internal Auditors of the Company for the financial year 2025-26 under
review.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
M/s. B S S & Associates, Practicing Company Secretaries, Hyderabad, conducted the
Secretarial Audit of the Company for the financial year 2025-26.
The Secretarial Audit Report forms part of this Annual Report.
17. AUDIT REPORTS:
Statutory Auditor's Report
There are no qualifications, reservations, adverse remarks or
disclaimers in the Statutory Auditor's Report on the financial statements of the Company
for the Financial Year 2025-26 and hence does not require any explanations or comments by
the Board.
Internal Auditor's Reports
The Internal Auditors carried out the internal audit of the operations
of the Company for the financial year 202526 and submitted their reports to the Audit
Committee. The Internal Auditors also presented their observations before the Audit
Committee in four (4) out of six (6) meetings held during the year, i.e., on May 19, 2025,
August 04, 2025, November 14, 2025 and February 14, 2026, respectively.
Secretarial Auditor's Report
The Secretarial Audit Report received from the Secretarial Auditor of
the Company for the Financial Year 2025-26 and Secretarial Compliance Report for the
Financial Year are annexed herewith as Annexure - 1.
The Management's Comments on observations made in Secretarial Audit
Report and Secretarial Audit Report Secretarial Compliance Report are as under:
| Observation |
Management's comment |
| NIL>
| NA |
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. 2025-26, as specified under the provisions of Section 186 of
the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules,
2014.
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, 2026.
20. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and the SEBI
Listing Regulations, the Company has formulated a Policy on Related Party Transactions.
During the year under review, the Policy has been amended to incorporate the regulatory
amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the
Company's website at https://seil.co.in/ uploads/7611-RPT_Policy_(1).pdf
During the year under review, all related party transactions entered
into by the Company, were approved by the Audit Committee and were at arm's length and in
the ordinary course of business. Prior omnibus approval is obtained for related party
transactions which are of repetitive nature and entered in the ordinary course of business
and on an arm's length basis. All material related party transactions and their material
modifications, if any, were entered into after being approved by the Company's
shareholders. The Company did not have any contracts or arrangements with related parties
in terms of Section 188(1) of the Companies Act, 2013.
The Company did not enter into any contracts, arrangements or
transactions during fiscal year 2026 that fall under the scope of Section 188(1) read with
Section 134(3)(h) of the Act. As required under the Act, the prescribed Form AOC-2 is
appended as Annexure-2. to the Board's report.
Details of related party transactions entered into by the Company, in
terms of Indian Accounting Standard 24 (Ind AS-24) have been disclosed in the notes to the
standalone financial statements forming part of this Annual Report.
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, 2026.
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 httpsV/seil. co.in/uploads/9613-Risk_Management_policy_(1).pdf
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 available on the website of the company. The Annual
Report on CSR activities is annexed as Annexure - 4 to this Report in accordance with the
Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR policy is also
available on the website of the company, https://seil.
co.in/uploads/2990-Corporate_Social_Responsibility_ Policy_(1).pdf
25. COMMITTEES OF THE BOARD
The Board has constituted the Audit Committee, Nomination and
Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social
Responsibility Committee and Risk Management Committee in accordance with the applicable
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The composition of these Committees, along with the
details of their meetings and other relevant information, are provided in the Corporate
Governance Report forming part of this Annual Report.
26. CORPORATE GOVERNANCE
A Separate Report on Corporate Governance, along with the Auditor's
Certificate on compliance therewith, is annexed hereto and forms part of this Annual
Report.
27 MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is annexed hereto and forms part of this Annual Report.
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 the
directors and employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics.
It also provides for adequate safeguards against the victimization of employees who avail
of the mechanism and allows direct access to the Chairperson of the audit committee in
exceptional cases. The policy is uploaded on website of the Company at https://seil.
co.in/uploads/3742-Whistle_Blower_Policy.pdf
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
longterm strategic planning, etc.);
• Structure, composition and role clarity of the Board and
Committees;
• Extent of co-ordination and cohesiveness between the Board and
its Committees;
• Effectiveness of the deliberations and process management;
• Board/Committee culture and dynamics; and
• Quality of relationship between Board Members and the
Management.
The above criteria are based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India on January 05, 2017.
The Chairman of the Board had one-on-one meetings with the Independent
Directors ('IDs') and the Chairman of NRC had one-on-one meetings with the Executive and
Non-Executive, Non-Independent Directors. These meetings were intended to obtain the
Directors' input on effectiveness of the Board/ Committee processes.
In a separate meeting of IDs, the performance of the Non-Independent
Directors, the Board as a whole and the Chairman of the Company were evaluated, taking
into account the views of Executive Director and other
Non-Executive Directors.
The NRC reviewed the performance of the individual directors and the
Board as a whole. In the Board meeting that followed the meeting of the Independent
Directors and the meeting of NRC, the performance of the Board, its committees, and
individual Directors were discussed.
30. CHANGE IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL
During the year under review, the following changes took place in the
composition of the Board and Key Managerial Personnel of the Company:
• The Members of the Company approved, by way of Special
Resolution passed through the postal ballot concluded on May 25, 2025, the re-appointment
of Mr. B. Satish Kumar (DIN: 00163676) as Chairman & Managing Director of the Company
for a further period of three years with effect from March 01, 2025.
• In accordance with the provisions of Section 152 of the
Companies Act, 2013, Mr. Mohit Sai Kumar Bandi (DIN: 07410118) retired and re-elected as
the director at the AGM held during the financial year 2025-2026 on 29.09.2025.
• In accordance with the provisions of Section 152 of the
Companies Act, 2013, Mr. Mohit Sai Kumar Bandi (DIN: 07410118) is liable to retire by
rotation at the ensuing Annual General Meeting and, being eligible, offers himself for
re-appointment. The necessary resolution seeking approval of the Members for his
re-appointment forms part of the Notice convening the Annual General Meeting.
• The Members of the Company approved in the 26th Annual General
Meeting of the Company held September 29, 2025, the re-appointment of Mr. B. Suresh Kumar
(DIN: 00206473) as Whole-Time Director designated as Joint Managing Director of the
Company for a further period of three years with effect from October 27, 2025.
• Mr. Ram Mohan Nagoji (DIN: 02895361), Nominee Director of the
Company, resigned with effect from January 2, 2026, consequent to withdrawal of nomination
by the investor, M/s. Vishwa Samudra Holdings Private Limited. The Board placed on record
that there were no other material reasons for his resignation.
• Mr. Brahmaiah Telaprolu resigned from the position of Chief
Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from
February 11, 2026, due to medical reason. The Board noted that there were no other
material reasons for his resignation.
• Based on the recommendations of the Audit Committee and the
Nomination and Remuneration Committee, the Board of Directors appointed Mr. Vankina Sri
Rakesh, as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company
with effect from May 25, 2026, in accordance with the provisions of Section 203 of the
Companies Act, 2013 and the applicable rules made thereunder.
• Approved the Assignment of additional responsibility of the
finance function of the Company to Mr. Suresh Kumar Bandi (DIN: 00206473), who is
presently serving as "Whole-Time Director designated as Joint Managing
Director", and accordingly his designation stands as "Whole-Time Director
designated as Joint Managing Director & Director - Finance" with effect from May
25, 2026.
• On the recommendation of the Nomination and Remuneration
Committee, the Board of Directors, at its meeting held on May 25, 2026, approved the
appointment of Mr. Anirudh Misra (DIN: 03101359) as Additional Non-Executive &
Non-Independent Director of the Company with effect from May 25, 2026, pursuant to the
nomination received from IMR Group, an investor in the Company, in accordance with the
provisions of Section 161(1) of the Companies Act, 2013.
He holds office up to the date of the ensuing 27th Annual General
Meeting of the Company and is eligible for appointment as a Director. The necessary
resolution seeking approval of the Members for his appointment forms part of the Notice
convening the said AGM.
• In accordance with Regulation 17(1A) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, Ms. Bhagyam Ramani (DIN: 00107097) is required to obtain the approval of the Members
for continuation of her tenure as NonExecutive Director - Independent, beyond the age of
75 years for the remaining term of her first tenure. The necessary resolution seeking
approval of the Members for continuation of her tenure beyond the age of 75 years forms
part of the Notice convening the ensuing Annual General Meeting.
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. INTERNAL FINANCIAL CONTROL 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.
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 31.03.2026.
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 2025-26, there were no employees in the
Company whose details are to be given pursuant to Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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 such instances of frauds reported by the Statutory
Auditors under Sub-section 12 of Section 143 of the Companies Act, 2013 along with the
Rules made there under.
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 facilitating 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 had incorporated a wholly owned subsidiary, SEIL (Hong
Kong) Ltd., on June 2, 2015. However, the said subsidiary remained dormant since
incorporation due to non-commencement of business operations. Subsequently, SEIL (Hong
Kong) Ltd. was struck off by the respective regulatory authority in its country of
incorporation.
Further, the Company incorporated a wholly owned subsidiary, SEIL Infra
Logistics Limited, on June 29, 2025. However, the said subsidiary has not yet commenced
business operations.
As on March 31, 2026, the Company does not have any subsidiary, joint
venture or associate company engaged in active operations.
39. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;
Not Applicable
40. INSURANCE
All properties and insurable interests of the Company including
building, plant and machinery and stocks have been fully insured.
41. MATERNITY BENEFIT:
During the year under review, the company complied with the provisions
of the Maternity Benefit Act, 1961 along with all the applicable amendments &
undertook necessary measures to ensure compliance for all eligible employees.
42. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
43. 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
44. 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.
45. 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 for the relevant period
46. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE 2016:
During the financial year 2025-26, no applications under the Insolvency
and Bankruptcy Code, 2016 were filed by or against the Company before the National Company
Law Tribunal (NCLT) by any Financial Creditors. Further, there are no proceedings pending
under the Insolvency and Bankruptcy Code, 2016.
47. 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.
48. 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 2022-23 onwards. Accordingly, we are
glad to present our inaugural BRSR for FY 2025-26 is given as Annexure - 7.
Your Company strongly believes that sustainable and inclusive growth is
possible by using the levers of environmental and social responsibility while setting
targets and improving economic performance to ensure business continuity and rapid growth.
49. 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 ended 31st March, 2026, the company has not received any complaints pertaining to
sexual harassment.
(a) number of complaints of sexual harassment received in the year; Nil
(b) number of complaints disposed off during the year; Nil
(c) number of cases pending for more than ninety days: Nil
50. 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 Insurance for all its directors and members of
the Senior Management.
51. 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 period under
review, the company organized various training programmes at all levels to enhance skills
of employees. The total employee strength is 1094 including Trainees as on 31st March,
2026.
52. 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.
d) There was no instance to transfer any amount to the Investor
Education and Protection Fund.
e) There was no revision in the financial statements or the Report;
53. ACKNOWLEDGEMENT
The Directors take this opportunity to place on record their sincere
thanks to the Banks and Financial Institutions, Insurance Companies, Central and State
Government Departments and the shareholders for their support and co-operation extended to
the Company from time to time. Directors are pleased to record their appreciation of the
dedicated services of the employees and workmen at all levels.
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On behalf of the Board of Directors |
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For Steel Exchange India Limited |
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Sd/- |
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B. Satish Kumar |
Place: Hyderabad |
Chairman and Managing Director |
Date: 20.07.2026 |
(DIN:00163676) |
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