Simplex Castings Ltd

Dear Members,

Your Directors have pleasure in presenting the 44th Annual Report on the business & operations of the Company with the Audited Financial Statement for the year ended 31st March 2024.

FINANCIAL HIGHLIGHTS

Financial results are presented in the table below:

(Rs in Lacs)

PERFORMANCE OF THE COMPANY

Our Company revenue from operations rose by 4.73 % at Rs 12213.05 Lacs compared to Rs 11660.58 Lacs in FY 2022-23. The Profit Before Tax (PBT) and Profit After Tax (PAT) for the year 2023-24 are Rs 311.04 Lacs and Rs 239.20 Lacs respectively, as against Rs (1890.28) Lacs and Rs (1698.85) Lacs respectively during the previous year ended 31^st March, 2023.

With the improvement of economic conditions in these markets, we anticipate further increase in sales volume and profitability in the near future.

The Audited Financial Statements for the Financial Year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 (The ‘Act') and other recognized accounting practices and policies to the extent applicable. Necessary disclosures with regard to Ind-AS reporting have been made under the Notes to Financial Statements.

DIVIDEND

Your Company intends to conserve available resources to invest in the growth of the business and pursue strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the General

Reserves Account during the Financial Year 2023-24.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and

Analysis in terms of the provisions of Regulation 34 of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a separate chapter in the annual report.

MATERIAL CHANGESAND COMMITEMENTAFFECTING FINANCIAL POSITION OF THE COMPANY

Changes after the end of financial year till the date of the reporting period:

The Members has approved the resolution in Extraordinary General Meeting held on 21st March, 2024 to issue 3,06,560 Warrants convertible into equivalent number of Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 75/- (Rupees Seventy Five only) per share including premium of Rs. 65/- (Rupees Sixty Five only) per share to the promoters and promoter group and 7,60,521 Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 75/- (Rupees Seventy Five only) per share including premium of Rs. 65/- (Rupees Sixty Five only) per share to the FPIs / bodies corporate / individuals in public category.

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 (including any statutory Modification(s) or re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. A separate statement on Corporate Governance together Secretarywith a certificate regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year ended 31st March,

2024

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mrs. S.M Swathi (DIN:06952954) has tendered her resignation from the position of Independent Director of the Company due to her personal reasons and preoccupations with effect from 05 ^th October 2023.

The Company has appointed Mr. Shailesh Jain (DIN: 02753322) as an Independent Director in place of the vacancy arised from resignation of Mrs. S.M Swathi (DIN: 06952954) w.e.f 11th November 2023 and the same has been approved by the Members of the Company by means of Postal ballot on 08^th February, 2024.The appointment was made in accordance with the provisions of Companies (Management and Administration) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Mrs. Pooja Jethmal, Company Secretary and Compliance Officer of the company has tendered her resignation with effect from after closing of working hour of 08th January, 2024 and in her place, the Company has appointed Mrs. Akanksha Kotwani as Company Secretary and Compliance officer the Company with effect from 09th January, 2024.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the

Company as on 31^st March, 2024:

1. Mrs Sangeeta K Shah: Managing Director

2. Mr. Avinash Hariharno: Chief Financial

3. Mrs Akanksha Kotwani: Company Secretary and Compliance Officer of the Company (w.e.f 09.01.2024)

PERFORMANCE EVALUATION

Meeting the requirements of the statute and considering Board Performance Evaluation as an important step for a Board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluations prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The framework was developed to give all Board members an opportunity to evaluate and discuss the Board's performance openly from multiple perspectives and enhance governance practices within the Board. The framework describes the evaluation coverage and the process thereof.

A structured questionnaire each for evaluation was prepared and a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its separate meeting held on 28^th February, 2024. The Directors expressed their satisfaction with the evaluation process.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

All Independent Directors of the Company have given declarations as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company. The initiatives undertaken by the Company in this respect has been disclosed on the website of the Company at www. simplexcastings.com.

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The silent aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications The Board nomination process encourages diversity of thought, experience, knowledge, age, and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills, and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) enactment(s) thereof for the time being in force is set out in the Annexure-I to this report.

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) &(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the aforementioned Rules will be made available on request sent to the Company on cs@simplexcastings.com.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 (including any statutory modification's or re-enactments thereof for the time being in force), the Directors of the Company confirm that: a. in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same; b. the Directors have selected such accounting policies and applied them consistently, and made 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 31^st March, 2024 and of the profit and loss of the Company for the financial year ended 31^st March, 2024; c. proper and sufficient maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Annual Accounts have been prepared on a going concern basis; e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

MEETING OF BOARD AND COMMITTEES

The details of the meetings of the Board of Directors and its Committees, convened during the financial Year 2023-24 are given in the Corporate Governance Report which forms a part of Annual Report.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 28th February, 2024, without the attendance of Non-Independent Directors and members of the management, inter alia, to discuss on the following:

To review the performance of the Non-Independent Directors and the Board as whole;

Review the performance of the Chairperson of your Company, taking into account views of Executive/Non-Executive Directors ; and

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

All the Independent Directors of the Company attended the separate Meeting of Independent Directors. Mr Champak K Dedhia chaired the Meeting.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules,

2014 as amended from time to time, the members at the 41^st Annual General Meeting held on September 30, 2021 had approved the appointment M/s APAS & Co, Chartered

Accountants (Firm Registration No. No.000340C), as the Statutory Auditors of the Company for a period of 3 (five) consecutive years from the conclusion of the 41st AGM till the conclusion of 44th AGM of the Company to be held in the year 2024. Their present term will complete at the conclusion of the ensuing AGM of the Company. The Board in its Meeting held on 2^nd August, 2024, on recommendation of the Audit Committee, recommended for approval of members, the appointment of M/s. Harsh Jain & Associates Chartered Accountants , as the Statutory Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of the ensuing AGM till the conclusion of 49th AGM of the Company to be held in year 2029. The Board also recommended for the approval of members, the remuneration of M/s Harsh Jain & Associates Chartered Accountants as the Statutory Auditors. The resolution seeking approval of the members' forms part of the Notice of 44th Annual General Meeting.

The Auditors have issued an unmodified opinion on the Financial Statements, for the financial year ended 31st March, 2024.

The Emphasis of matter in Audited Financial Statement and management reply thereto was as under: -Attention is drawn to Note No. 43 which refers to the exceptional items reported in the statement of Profit and Loss (including other comprehensive Income).The Management has submitted the requisite documents to the Auditors respect to Exceptional items reported in Note no 43 of financial statement.

COST AUDITOR AND THEIR REPORT

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules 2014 ) ,M/s Arindam & Associates has been re-appointed as cost auditors for conducting Cost Audit for the Financial Year under review.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 M/s. Harshit Malviya & Associates, Chartered Accountants were re-appointed as Internal Auditors for the Financial Year 2024-25 at board meeting held on

10^th February, 2024.

Further the Company has received letter from Internal Auditor M/s Harshit Malviya & Associates regarding Change of Status of firm from M/s Harshit Malviya & Associates Chartered Accountants from Proprietorship to a Partnership firm with firm name M/s M D N & Associates. Accordingly, M/s. Harshit Malviya & Associates, Chartered Accountants, a Proprietorship firm has ceased to act as Internal Auditor. The Board has approved the appointment of M/s. M D N

& Associates, a partnership firm of Chartered wherein Mr. Harshit Malviya is also a one of the Partner as internal auditor of the Company in meeting held on 2^nd August, 2024 based on the recommendation of Audit

Committee.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has reappointed M/s Meena Naidu & Associates, Company Secretaries,(Membership no.A28193, CP No. 23853) to undertake the Secretarial Audit of the Company for the Financial Year 2024-25 at their meeting held on 18^th May , 2024.

The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith as Annexure II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark therefore, no details are required to be disclosed.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditor or Secretarial Auditor of the Company have not reported any frauds to the Audit

Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return of the Company has been placed on the website of the Company at www. simplexcastings.com.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) entered into by the Company during the year under review were on an arms' length basis and in the ordinary course of business. These RPTs did not attract provisions of Section 188 of the Companies Act, 2013 and were also not material RPTs under Regulation 23 of the Listing Regulations. Given that the Company does not have anything to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-

2, therefore the same is not provided. All related party transactions are approved by the Audit Committee and are periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained on a periodic basis for the transactions which were planned and / or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions. The Policy on Related Party Transactions as approved by the Board of Directors is available on the Company's website.

The details of the transactions with related parties during FY 2023-24 are provided in the accompanying financial statements.

The transactions with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company has been disclosed in the accompanying financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2024, are set out in Notes to the Financial Statements of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2024 is Rs 613.12 Lacs.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and does not have any ESOP Scheme for its employees/Directors. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

LISTING OF SHARES

The Company Securities are listed on Bombay Stock Exchange and Calcutta Stock Exchange.

The Board of Directors in their meeting on 12th November, 2022 has approved the Delisting of the equity shares of the Company from The Calcutta Stock Exchange Ltd. (CSE) only in terms of Regulation 5 & 6 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2021. The Company has filed application before Calcutta Stock Exchange but Calcutta Stock Exchange has suspended the Company with effect from 5^th April, 2023.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. The Company has been addressing various risks impacting the Company.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on 31^st March, 2024 comprises of the following Independent Directors: Mr. Champak K Dedhia (Chairman), Ms. Ushma Nitin Khabaria and Mr. Shailesh Jain as Members. The Board has accepted all recommendations made by the

Audit Committee during the year.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and

Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

All employees of the Company have access to the Chairman of the Audit Committee in case they want to report any concern. The Policy on Vigil Mechanism is available on your Company website.

During the year under review, the Company has not received any complaints under the Mechanism.

CORPORATE SOCIAL RESPONSIBILITY:

The CSR Committee has formulated a CSR policy of the Company for undertaking the activities as specified in Schedule VII to the Companies Act, 2013. A copy of the CSR Policy has been posted on the website of the company at www.simplexcastings com and the weblink http://www. simplexcastings.com/investors/code-of-conduct/docs/ policies/Corporate_Social_Responsibility_Policy.pdf.

The Composition of the CSR Committee:

Mr Champak K Dedhia (Chairman) Mr Ketan M Shah (Member) Mrs Sangeeta Ketan Shah (Member)

The Annual Report on Corporate Social Responsibility activities during the year are set out in Annexure III of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology the delisting absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure – IV to this report.

INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operation in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the outstanding amount of dividend which remained unpaid or unclaimed for a period of seven years and shares whose dividend was unpaid/unclaimed for seven consecutive years have been transferred by the

Company, from time to time on due dates, to the Investor

Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules,

2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company, as on 30^th September 2023 (date of last Annual General Meeting) on the Company's website at www.simplexcastings.com and on the website of the Ministry of Corporate Affairs. Any person, whose unclaimed or unpaid amount has been transferred by the Company to IEPF may claim their refunds to the IEPF authority. For claiming such amount, claimant needs to file form IEPF-5 along with requisite documents. The detailed procedure for claiming shares and Dividend Amount has been uploaded on the Website of the Company at www.simplexcastings.com and also available on the website of IEPF (www.iepf.gov.in).

The Nodal Officer for the purpose of IEPF is Company Secretary and the website address is www.simplexcastings. com.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Your Company believes that its employees are one of the most valuable assets of the Company. During the year under review, the Company organised various training programs at all level to enhance skill of the employees. The employees are deeply committed to the growth of the

Company.

DETAILS OF DIFFERENCES 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 REASON THEREOF:

Your Company has not made any one time settlement with any of its lenders.

DETAILS OF APPLICATIONS MADE OR ANY PROCEDDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY 2016:

No application pending under Insolvency and Bankruptcy Act 2016.

COMPLIANCE OF SECRETARIAL STANDARD:

Your Company have complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Awareness programs were conducted at various locations of the Company. The Company has complied with provisions relating to the constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints relating to sexual harassment, pending at the beginning of financial year, received during the year and pending as on the end of the Financial Year 2023-24.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers. For and on behalf of the Board of Directors