Steel Exchange India Ltd. — Proxy Solicitation & Information Statement 2025

Apr 24, 2025

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April 24, 2025

To To The Manager, The Manager, Department of Corporate Services, Listing Department, BSE Limited National Stock Exchange of India Limited, P.J. Towers, Dalal Street, Exchange Plaza, Bandra Kurla Complex, Port, Mumbai – 400001 Bandra (East), Mumbai – 400051

Scrip Code: 534748/960441 Scrip Code: STEELXIND

Dear Sir/Ma’am,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 and any other regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 and any other regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Postal Ballot Notice dated 23[rd] April, 2025 being sent to Members of the Company for seeking their approval by Postal Ballot through e-voting only, to the following Special Business: -

1. Re-appointment of Mr. B. Satish Kumar (00163676) as Chairman & Managing Director of the Company for a further period of three years w.e.f. 1st March, 2025.

The Company has engaged the services of CDSL for providing remote e-voting facility to all the members. The e-voting facility will be available during the following period:

Commencement of e-voting : 9:00 am on Saturday the 26th April, 2025 End of e-voting : 5:00 pm on Sunday the 25th May, 2025

The Postal Ballot Notice will also be available at the company website https://www.seil.co.in/

We request you to take the same on your records.

Thanking you,

For Steel Exchange India Limited RAVEENDR Digitally signed by RAVEENDRA BABU A BABU MANNEM Date: 2025.04.24 MANNEM 18:46:43 +05'30' Raveendra Babu M Company Secretary & Compliance Officer M.No: A34409

As Enclosed

WORKS

Integrated Steel Plant : Sreerampuram, L.Kota Mandal, Vizianagaram District - 535161. Phone: +91-8966-267218, 267111

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STEEL EXCHANGE INDIA LIMITED

(CIN: L74100TG1999PLC031191) Registered Office : # D.NO:1-65/K/60, Plot No:60, Abhi’s Hiranya, 1ST Floor, Kavuri Hills, Hyderabad-500081, Telangana. Phone: +914040033501; Fax: +91 4023413267; Corporate Office : Block A, 4th Floor, Green City Towers, Green City, Vadlapudi, Visakhapatnam – 530046, Andhra Pradesh. Telephone : +91-891-2587175,2587573 Fax : +91-891-2749215 E-mail : cs@seil.co.in; Website : www.seil.co.in

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NOTICE OF POSTAL BALLOT

PLANT LOCATION

Integrated Steel Plant (ISP) -Sponge Iron Division, Rolling Division, SMS Billet Unit and 60 MW Power Plant: Malliveedu, L. Kota Mandal, Vizianagaram District–533301.

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NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 & 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Notice is hereby given to the Members of Steel Exchange India Limited (‘ the Company’ ) pursuant to the provisions of Section 108 and Section 110 and all applicable provisions of the Companies Act 2013, as amended (“ the Act ”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, (“ the Rules ”) read with General Circular No. 09/2024 dated September 19, 2024, General Circular No. 09/2023 dated September 25, 2023, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 14/2020 dated April 8, 2020 issued by the Ministry of Corporate Affairs (‘MCA Circulars’), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ Listing Regulations’ ) read with relevant SEBI circulars thereof, Secretarial Standards (“ SS-2 ”) on General Meetings issued by the Institute of Companies Secretaries of India, and other applicable laws, rules and regulations (including any statutory modification and/or re-enactment thereof for the time being in force as amended from time to time, that Steel Exchange India Limited (‘the Company’) is seeking the approval of the Members for the matters as considered in the resolutions appended below, through postal ballot i.e., voting by electronic means.

Further, the MCA has, vide the aforementioned Circulars, permitted the dispatch of Postal Ballot Notices by email to the shareholders who have registered their email ids with the Company / Depository Participant / Depository and secure their votes through e-voting. The Notice will also be placed on the website of the Company at www.seil.co.in and on the website of CDSL at https://www.evotingindia.com. In respect of those shareholders who have not registered their email ids, the Company has provided the mechanism in this notice to register their email ids and a public notice to that effect will be published.

The explanatory statement pertaining to the below mentioned resolutions setting out all material facts concerning items and the reasons thereto are annexed hereto for your consideration.

The Board of Directors of the Company has appointed Mr. Srikanth Somepalli, Practicing Company Secretary (Membership No. A22119 and CP No. 7999), partner of M/s. B S S & Associates, Company Secretaries, Hyderabad, as the Scrutinizer for conducting the Postal Ballot through remote e-voting/ e- voting process in a fair and transparent manner and in accordance with the provisions of the Companies Act and the rules made thereunder.

In compliance with Regulation 44 of the Listing Regulations and Section 108 and other applicable provisions of the Act read with the Rules, the Company is pleased to provide e-voting facility to enable the Members of the Company to cast their votes electronically, instead of submitting the Postal Ballot Form. The reasons for not enclosing the Postal Ballot form have already been explained in the foregoing paras. Members (whether holding shares in demat form or in physical form) are requested to cast their votes by e-voting. The Company has engaged the services of Central Depository Services (India) Ltd. (“CDSL”), for the purpose of providing e-voting facility to all its members to cast their votes electronically.

In accordance with the requirements specified under the MCA Circulars, the hard copy of this Postal Ballot Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the Members. Accordingly, the communication of the assent or dissent of the Members would take place through the e- voting system only. The instructions for e-voting are appended to this Postal Ballot Notice. Members (whether holding shares in demat form or in physical form) desiring to exercise their vote are

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requested to carefully follow the instructions in the Notes under the Section ‘Procedure and Instructions for e-voting’ in this Notice and cast their votes not later than 5:00 p.m. on Sunday, May 25, 2025.

The Scrutinizer will submit his report to the Chairman or Managing Director or any other Director of the Company or Company Secretary of the Company as authorised by the Board, if any, upon completion of scrutiny of e-voting in a fair and transparent manner and the result of the Postal Ballot through e- voting facility will be announced as per Listing Regulations. The result of the Postal Ballot will also be displayed at the said address and same shall be posted on the Company’s website www.seil.co.in, along with communicating to the Stock Exchanges viz. BSE Limited, www.bseindia.com and National Stock Exchange of India Limited, www.nseindia.com.

SPECIAL BUSINESS:

Item No. 1: Re-appointment of Mr. B. Satish Kumar (00163676) as Chairman & Managing Director of the Company for a further period of three years w.e.f. 1st March, 2025.

To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 read with Schedule V and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) the Articles of Association and such other consents and permissions as may be necessary and on the recommendation of the Audit Committee and Nomination and Remuneration Committee, the consent of the Members of the Company be and is hereby accorded to the reappointment of Mr. Bandi Satish Kumar (DIN: 00163676) as Chairman & Managing Director of the Company for a period of Three (03) years with effect from 1st March, 2025, on the following terms and conditions

Tenure	Three (03) years with effect from 1st March 2025.
Salary	Rs.8,25,000 P.M. (Rupees Eight Lakhs Twenty-Five Thousand only) for a period of three(03) years with effect from 1st March,2025.
Performance Bonus/Benefit	Nil
Perquisites	In addition to salary and Performance Bonus/Benefit as above said, the Chairman & Managing Director will be eligible for perks and allowances subject to a maximum of 75% of salary and these perquisites/ allowances may include the following. Valuation of all perquisites shall be done in accordance with the provisions of the Income Tax Act, 1961 and rules made thereunder. In the absence of any such rule, perquisites shall be evaluated at actual cost. a. Reimbursement of medical expenses actually incurred for self and his family members including dependent parents of appointee. b. House Rent Allowance at 10% of Salary per month / Rent free accommodation. c. Leave travel concession for self and family including dependent parents of appointee to and from any place in India once in a year in accordance with

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the rules of the Company. d. Club fees subject to a maximum of 2 clubs will be allowed, provided that no admission or life membership fees shall be paid. e. Personal accident insurance for a premium amount, which shall not exceed Rs.25,000.00 per annum. f. Use of Company's car with driver for business purposes. g. Use of telephone and other communication facilities at residence for business purposes. h. Any other perquisite that may be allowed as per the guidelines issued by the Central Government from time to time. Other benefits The Chairman & Managing Director will be eligible for: a. Company's contribution to Provident Fund as per the rules of the Company. b. Company's contribution to Pension / Superannuation fund as per rules of the Company. c. Gratuity payable in accordance with the approved fund at a rate not exceeding one-half month's salary for each completed year of service as per rules of the Company. d. Encashment of leave at the end of tenure as per rules of the Company. Minimum Remuneration In the event of Company having no profits or its profits are inadequate in any financial year during the tenure of the appointment, then the remuneration of Managing Director shall be governed by the Section II of Part II of the Schedule V to the Companies Act, 2013 as amended from time to time. Nature of duties The Chairman & Managing Director shall devote his time and attention to the business of the Company and perform such duties as may be entrusted to him by the Board from time to time and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interest of the Company and the business of its Subsidiary Companies, including performing duties as assigned to him from time to time by serving on the Board of the Subsidiary Companies or any other executive body or any committee of such Companies. RESOLVED FURTHER THATthe aggregate sum of remuneration and perquisites, in any financial year shall not exceed the limits prescribed from time to time under Section 197 and 198 of the Companies Act, 2013 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and if in any financial year during the tenure of office of Mr. Bandi Satish Kumar, the Company has no profits or its profits are inadequate, he will be paid remuneration by way of salary and perquisites, subject to applicable provisions of Schedule V to the Companies Act, 2013 read with Rule 7 of the Companies (Appointment and Remuneration) Rules, 2014. RESOLVED FURTHER THATthe Board of Directors be and are hereby authorized to alter or vary the terms

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RESOLVED FURTHER THAT the aggregate sum of remuneration and perquisites, in any financial year shall not exceed the limits prescribed from time to time under Section 197 and 198 of the Companies Act, 2013 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and if in any financial year during the tenure of office of Mr. Bandi Satish Kumar, the Company has no profits or its profits are inadequate, he will be paid remuneration by way of salary and perquisites, subject to applicable provisions of Schedule V to the Companies Act, 2013 read with Rule 7 of the Companies (Appointment and Remuneration) Rules, 2014.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter or vary the terms

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and conditions of the said appointment so as not to exceed the limits specified in Section 197 read with Schedule V or other applicable provisions, if any, of the Companies Act, 2013 or any other amendments thereto, as may be agreed between the Board and Mr. Bandi Satish Kumar.

RESOLVED FURTHER THAT Board of directors be and are hereby authorized to do all such acts, deeds and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the above resolution and for matters connected therewith or incidental thereto and to sign and execute any deeds / documents/ undertakings/agreements/papers/writings as may be required in this regard and to delegate all or any of these powers to any director(s) or officer(s) of the Company."

By Order of the Board of Directors For Steel Exchange India Limited

Sd/-

Place: Hyderabad Date: 23.04.2025

Raveendra Babu M Company Secretary M.No: A34409

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Notes:

1. The businesses mentioned above require the consent of the members of the Company through Postal Ballot by e-voting.

2. The relevant details required to be given under Regulation 36 (3) of Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI), in respect of directors seeking appointment / re-appointment are given in Annexure .

3. The explanatory statement pursuant to Section 102 of the Companies Act read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, setting out material facts and reasons in relation to the proposed businesses are mentioned in Item No.1.

4. In terms of the General Circular No. 09/2024 dated September 19, 2024, General Circular No. 09/2023 dated September 25, 2023, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 14/2020 dated April 8, 2020 issued by the Ministry of Corporate Affairs (‘MCA Circulars’), this Notice along with the instructions regarding e- voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants and whose names appear in the register of members/list of beneficial owners as on the Cut-off date i.e., Friday, 18[th] April, 2025. Member(s) whose names appear on the Register of Members/ List of Beneficial Owners as on the Cut-off date will be considered for the purpose of e-voting. Members may note that this Notice also will be available on the Company’s website at www.seil.co.in and on the website of Central Depository Services (India) Ltd. (“CDSL”) at www.evotingindia.com. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member on the Cut-off date shall treat this notice for information purpose only. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot. However, the Company will send Postal Ballot Notice by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the above said MCA Circulars.

5. In compliance with the provisions of Sections 108 and 110 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the Listing Regulations, the Company provides the Members the facility to exercise their right to vote by electronic means through e-voting services provided by CDSL and the business may be transacted through such voting only. The instructions for e-voting are annexed to this Notice.

6. The Postal Ballot (e-voting) period shall commence on Saturday, April 26, 2025 from 09.00 a.m. (IST) and shall end on Sunday, May 25, 2025 at 05:00 p.m. (IST). E-voting shall not be allowed beyond the said date and time.

7. The Board of Directors of the Company (“the Board”), have appointed Mr. Srikanth Somepalli, partner of M/s B S S & Associates, Company Secretaries, Hyderabad as the Scrutinizer, for conducting the said Postal Ballot through remote e-voting process in a fair and transparent manner.

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1. All documents referred to in this Notice and Explanatory statement will be available for inspection electronically during the business hours of all working days of the Company until the last date of e-voting. Shareholders seeking to inspect such documents can send an email to cs@seil.co.in, mentioning their name, Folio No. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN attached to the e-mail.

2. The Notice has also been placed on Company’s website: www.seil.co.in and CDSL’s e voting website i.e., www.evotingindia.com and will also be available on the website of stock exchanges i.e.,www.bseindia.com and www.nseindia.com

3. In case the shareholder has not registered his/her/their email addresses with the Company / its RTA / Depositories and or not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed:

Members are requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holding with the Company’s RTA, Venture Capital and Corporate Investments Private Limited at “AURUM”, DOOR No.4-50/P-II/57/4F & 5F, PLOT No.57, 4th & 5th FLOORS, JAYABHERI ENCLAVE PHASE – II, GACHIBOWLI, HYDERABAD – 500 032 .

1. A Member cannot exercise his vote by proxy on Postal Ballot through remote e-voting.

2. Dispatch of Notice shall be deemed to be completed on the day on which CDSL or the Company sends out the communication for the postal ballot process by e-mail to the Members of the Company.

3. The proposed Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of e-voting, i.e., Sunday, May 25, 2025.

THE PROCEDURE AND INSTRUCTIONS FOR E-VOTING IS AS UNDER:

• (i) The Postal Ballot (e-voting) period begins on Saturday, April 26, 2025 from 09.00 a.m. (IST) and shall end on Sunday, May 25, 2025 at 05:00 p.m. (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, 18[th] April, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-

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Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their
Shareholders existing user id and password. Option will be made available to reach e-
holding Voting page without any further authentication. The URL for users to login to
securities in Easi / Easiest are https://web.cdslindia.com/myeasitoken/Home/Login or
Demat mode visit www.cdslindia.com and click on Login icon and select New System
with CDSL Myeasi and click on login.
Depository 2) After successful login the Easi / Easiest user will be able to see the e-voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-voting page of the e-voting service provider for casting
your vote during the remote e-voting period. Additionally, there is also links
provided to access the system of all e-voting Service Providers i.e.
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-voting
service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration
4) Alternatively, the user can directly access e-voting page by providing Demat
Account Number and PAN No. from a e-voting link available on
www.cdslindia.com home page or click on
https://evoting.cdslindia.com/Evoting/EvotingLogin The system will
authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will be
able to see the e-voting option where the evoting is in progress and also able
to directly access the system of all e-voting Service Providers.
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• Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e- Shareholders Services website of NSDL. Open web browser by typing the following URL: holding https://eservices.nsdl.com either on a Personal Computer or on a mobile. securities in 2) Once the home page of e-Services is launched, click on the “Beneficial demat mode Owner” icon under “Login” which is available under ‘IDeAS’ section. A new with NSDL screen will open. You will have to enter your User ID and Password. After Depository successful authentication, you will be able to see e-voting services. 3) Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on company name or e-voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period.

• 4) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp and complete the registration process.

• 5) Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

• 6) A new screen will open. You will have to enter your User ID (i.e. your sixteendigit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen.

• 7) After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.

• Individual 1. You can also login using the login credentials of your demat account through Shareholders your Depository Participant registered with NSDL/CDSL for e-voting facility. (holding 2. After Successful login, you will be able to see e-voting option. Once you click securities in on e-voting option, you will be redirected to NSDL/CDSL Depository site demat mode) after successful authentication, wherein you can see e-voting feature. login through 3. Click on company name or e-voting service provider name and you will be their Depository redirected to e-voting service provider website for casting your vote during Participants the remote e-voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll freeno. 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

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• (iv) Login method for e-voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend	Enter the Dividend Bank Details or Date of Birth(in dd/mm/yyyyformat)as recorded in
Bank Details ORDate of Birth (DOB)	your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in theDividendBank details field.

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN for the relevant on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification

• (xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote e-voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@seil.co.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders - Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting Depository.

If you have any queries or issues regarding e-voting from the CDSL e-voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on contact at toll free no. 1800 22 55 33

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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013:

As required under Section 102 of the Companies Act, 2013, the following explanatory statement sets out all the material facts relating to the special business mentioned in the accompanying Notice.

Item No. 1: Re-appointment of Mr. B. Satish Kumar (DIN: 00163676) as Chairman & Managing Director of the Company for a further period of three years w.e.f. 1st March, 2025

Mr. B. Satish Kumar (DIN: 00163676) was appointed as the Chairman & Managing Director of the Company for a period of Three (3) years with effect from 1st March, 2022, post approval of the Members. The present term of Mr. B. Satish Kumar (DIN: 00163676) comes to an end on 28th February, 2025.

Mr. B. Satish Kumar (DIN: 00163676) is not disqualified from being re-appointed as a Director in terms of Section 164 of the Act and has given his consent to act as Chairman & Managing Director of the Company. Mr. B. Satish Kumar (DIN: 00163676) satisfies all the conditions as set out in Section 196(3) of the Act and Part-1 of Schedule V to the Act, for being eligible for his appointment.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Mr. B. Satish Kumar (DIN: 00163676) as Chairman & Managing Director of the Company for a further period of three years w.e.f. 1st March, 2025, at the board meeting held on 24th January, 2025, post completion of his present term on 28th February, 2025, pursuant to the provisions of Section 196, 197, 198, 203 read with Schedule V and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Articles of Association and such other consents and permissions as may be necessary, subject to the approval of Members and any other approval as may be required from time to time.

Pursuant to amendment (effective from 1st January 2022) to Regulation 17(1C) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the appointment of Mr. B. Satish Kumar (00163676) shall be approved by shareholders by way of a Special Resolution, at the next general meeting or within a time period of three months, from the date of the said appointment, whichever is earlier.

Brief profile of Mr. B. Satish Kumar (00163676) giving details as to nature of his expertise in specific functional area, shareholding in the Company, other Directorship, membership /Chairmanship of Committees and other particulars are enclosed with this Notice of Postal Ballot.

None of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested (financially or otherwise), in the resolution as set out in the Notice, except Mr. Suresh Kumar Bandi (DIN 00206473), Joint Managing Director of the Company, being brother of Mr. B. Satish Kumar.

The Board recommends the Special Resolution as set out in Item no. 1 of this Notice of Postal Ballot for the approval of members.

Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (ICSI) are set out in the Annexure to the Explanatory Statement. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.

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Annexure

In terms of SEBI Circular, No CIR/CFD/CMD/4/2015 dated September 9, 2015 and Regulation 36(3) of Listing Regulations, and Secretarial Standard (SS-2) issued by the Institute of Company Secretaries of India the details are as under:

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Name of Director Mr. B. Satish Kumar
DIN 00163676
Date of Birth 05-12-1960
Age 64 years
Date of First Appointment on the 01/10/2007
Board
Qualifications MBA from the University of Queensland, Australia:
B.Tech in Mechanical Engineering from the National Institute
of Technology:
Brief Profile & Nature of Experience Mr. Bandi Satish Kumar has 35+ years of industry experience
and expertise in Specific functional and has worked in senior roles in white goods/engineering
Area goods manufacturing, oil rigs and transport sectors. He has
also handled field level projects in logistics, value chain
management and ERP solutions for the engineering and oil
sectors. He has extensive experience in project management
and international business development.
Terms and conditions of As detailed in the resolution and explanatory statement
appointment or re-appointment
Number of meetings of the Board 6
attended during the financial year
2024-25
Remuneration last drawn 90 Lakhs
Details of remuneration sought to Rs.8,25,000 P.M. (Rupees Eight Lakhs Twenty-Five Thousand
be paid only) for a period of three (03) years with effect from 1st
March, 2025.
Disclosure of relationship between Mr. B. Satish Kumar is the brother of Mr. Suresh Kumar Bandi,
directors inter-se Joint Managing Director of the Company.
Directorships in other Companies 1. Simhadri Pellets India Limited (Director)
(excluding foreign companies)/ 2. Umashiv Garments Private Limited (Director)
Membership/ Chairmanship of 3. Satyatej Vyapaar Private Limited (Director)
Committees of other Boards
No. of listed entities in which the NIL
person also holds the directorship
Listed entities from which the NA
person has resigned in the past
three years
No. of listed entities in which the Steel Exchange India Limited:
person also holds the membership
of Committees  Stakeholder Relationship Committee (Member)
 Risk Management Committee (Chairman)
 Corporate Social Responsibility Committee (Member)
 Management Committee (Member)
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Shareholding in Steel Exchange 64,59,440 India Limited (including shareholding as a beneficial owner) Information as required pursuant Mr. B. Satish Kumar is not debarred from holding the office of to BSE Circular no. Director by virtue of any SEBI Order or any such authority. LIST/COMP/14/2018-19 and Circular of National Stock exchange of India Limited having Ref No. NSE/CML/2018/24 dated June 20, 2018. Skills and capabilities required for NA the role and the manner in which the proposed person meets such requirements Including nature of expertise in specific functional areas

Information pursuant to Schedule V of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Directors fixation of remuneration in the ensuing General Meeting is as follows.

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I. General Information
1 Nature of industry The Company is a leading manufacturer of Steel
with “Simhadri TMT” Bars and Power
Production.
2 Date or expected date of
commencement of commercial 24.02.1999
production
3 In case of new companies,
expected date of commencement
activities as per project approved Not Applicable
by financial institutions appearing
in the Prospectus
4 Financial performance based (Rupees in Lakhs)
on given indicators Description 2023-24 2022-23 2021-22
Total Revenue 108917.09 138832.81 111974.56
Total Expenditure 109198.60 142168.66 110526.22
Profit/(loss) 127.14 (2832.35) 1448.33
Before Tax
Net current tax - - -
Expense
Net Profit /(loss) 1068.96 (5883.17) 11636.57
5. Foreign investments or Nil
collaborations, if any
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II. Information on about the appointee

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B Satish Kumar
1 Background details He has 35+ years of industry experience and has
worked in senior roles in white goods/engineering
goods manufacturing, oil rigs and transport
sectors. He has also handled field level projects in
logistics, value chain management and ERP
solutions for the engineering and oil sectors. He
has extensive experience in project management
and international business development. He holds
a B.Tech in Mechanical Engineering from the
National Institute of Technology, Kurukshetra and
an MBA from the University of Queensland,
Australia. He is associated with Steel Exchange
India Limited since inception in different capacities
2 Past Remuneration Rs.90 Lakhs per year
3 Recognition or awards N.A
4 Job profile and his suitability Mr. Bandi Satish Kumar is responsible for
planning, strategic leadership and change
management. He has worked in senior roles in
white goods/engineering goods manufacturing.
He has a master’s degree from the University of
Queensland, Australia. Taking into account his
previous experience, educational background,
knowledge about the industry and the nature and
size of operations of the Company, he is a fit and
proper person as the Managing Director of the
Company.
5 Remuneration proposed The remuneration details are provided in the
resolution and explanatory statement.
6 Comparative remuneration Profile Taking into consideration the size of the
with respect to Industry, size of the Company, the profile of Mr. B Satish Kumar and
company, profile of the position the responsibilities shouldered on him and the
and person industry bench marks, the proposed remuneration
is reasonable, justified and commensurate with
the remuneration packages paid in the
comparable Companies.
7 Pecuniary relationship directly or Mr. Satish Kumar Bandi does not have any
indirectly with company or pecuniary relationship, directly or indirectly, with
relationship with the managerial the Company. Mr. B. Suresh Kumar, Joint
personnel or other director, if any Managing Director is the brother, and Mr. Bandi
Bansidhar, Key Managerial Personnel (KMP) is the
son. of Mr. Bandi Satish Kumar
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III. Other Information
1 Reasons of loss or inadequate In the audited financial year 2023–24, the
profits Company has earned a profit, which indicates a
healthy financial position. However, as per
Section 197 of the Companies Act, 2013, the
managerial remuneration is restricted to 11% of
net profit calculated under Section 198. The
proposed remuneration exceeds this limit, and
hence, though the Company is profitable, it falls
under the category of inadequate profit for the
purpose of managerial remuneration as per the
Act.
2 Steps taken of proposed to be taken The Company has initiated various steps to
for improvement improve its operational performance/liquidity,
including lowering its operating cost, Improved
productivity and cost control measures have been
put in place.
3 Expected increase in productivity The Company expects that the improvement in
And profits in measurable terms steel demand will enable increase in production
levels and profitability. The management
continues to be optimistic towards the external
economic environment and expects steel
demand to become more consistent and robust
in the current financial year. Further, the
company has successfully initiated various steps
that would contribute in increased revenues and
higher margins.
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By Order of the Board of Directors For Steel Exchange India Limited

Sd/Raveendra Babu M Company Secretary M.No: A34409

Place: Hyderabad Date: 23.04.2025

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Important Communication to Members :

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses in respect of electronic holdings with the Depository through their concerned Depository Participants and members who hold shares in physical form, may register the same with:

Registrars and Share Transfer Agents: VENTURE CAPITAL AND CORPORATE INVESTMENTS PRIVATE LIMITED “AURUM”, DOOR No.4-50/P-II/57/4F & 5F, PLOT No.57, 4th & 5th FLOORS, JAYABHERI ENCLAVE PHASE – II, GACHIBOWLI, HYDERABAD – 500 032. Phone Nos. 23818475, 23868257, 35164940 Email Id: investor.relations@vccipl.com Web: www.vccipl.com

Company: The Company Secretary, Steel Exchange India Limited, D.No:1-65/K/60, Plot No:60, Abhis Hiranya, 1[st] Floor, Kavuri Hills, Hyderabad - 500081, Telephone: +91–40–23403725 or 040-40033501 Email: cs@seil.co.in, or csravindra.seil@gmail.com or seilsecretarial2023@gmail.com.

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//Thankyou//

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