Nitin Castings Ltd

To,

The Members,

Your Directors have pleasure in presenting the 41st (Forty First) Annual Report on the business and operations

of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

The financial performance of the Company for the financial year ended 31st March, 2024 as compared to the previous year is summarized below:

During the year under review, your Company has registered a Turnover of Rs14,874.77 Lakhs as against Rs. 13,338.03 Lakhs in the previous year. The Profit before taxes in the current year is Rs. 1,544.86 Lakhs as against Rs. 851.31 Lakhs in the previous year and profit after taxes are Rs. 1,212.85 Lakhs as against Rs. 489.18 Lakhs in the previous year.

Cash and cash equivalents as at 31st March, 2024 was Rs. 27.84 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

During the year under review, the paid-up Equity Share Capital as on March 31, 2024 is Rs. 257.07 Lakhs

comprising of 51,41,330 shares with the face value of Rs. 5/- per share.

During the year under review, the company has not issued shares with the differential voting rights nor has

granted any stock options or sweat equity.

The dividend will be paid to members whose name appear in the Register of Members as on 21st September, 2024 in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

During the year under review, the Company does not propose to transfer any amount to the General Reserve of the Company. During the year under review the Company the Company transferred Rs. 1,217.16 Lakhs to Retained Earning.

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances,

Guarantees and Investments are provided as part of the financial statements.

The Company doesn't have any Subsidiary, Joint Venture or Associate Company and hence doesn't require any

reporting for the same.

Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules,

2014, Form AOC-1 is annexed to this report as "Annexure I"

There were no materially significant Related Party Transactions made by the Company during the year that would fall under the scope of Section 188 of the Company Act, 2013. Disclosure in Form AOC-2 in terms of Section 134(3) (h) of The Companies Act, 2013 is annexed as "Annexure II".

There has been no change in the nature of business during the year under review.

The Company operates only in a single segment i.e. Alloy Products.

During the year under review, the Company has not accepted deposits covered under Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the Company has made necessary disclosures and reporting as required in respect of details relating to deposits.

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2024, is placed on the website of the Company at www.nitincastings.com

Company has established Internal Financial Control over financial reporting in current Financial Year

2023-24.

• Five (5) Board Meetings were held during the Financial Year 2023-24. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which is annexed herewith.
• Five (5) Audit Committee Meetings were held during the Financial Year 2023-24. The details of the Audit Committee Meetings and the attendance of the Directors are provided in the Corporate Governance Report which is annexed herewith.
• Three (3) Nomination & Remuneration Committee Meeting was held during the Financial Year 2023-24. The details of the Nomination & Remuneration Committee Meetings and the attendance of the Directors are provided in the Corporate Governance Report which is annexed herewith.
• One (1) Stakeholders Relationship Committee Meeting was held during the Financial Year 2023-24. The details of the Committee Meeting and the attendance of the Directors are provided in the Corporate Governance Report which is annexed herewith.
• One (1) Independent Directors Committee Meeting was held during the Financial Year 2023-24. The details of the Committee Meeting and the attendance of the Directors are provided in the Corporate Governance Report which is annexed herewith.

The details of attendance of Directors at the Board Meeting and Members at the Committee Meetings are disclosed under Corporate Governance section of Annual Report.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees.

During the year under review Mr. Ravi Nevatia and Mrs. Barkharani Choudhary resigned as Independent – Non-Executive Director w.e.f 05th April, 2023 and Mr. Chintan T. Rambhia appointed as an Independent – Non- Executive Director w.e.f. 12th September, 2023.

The aforesaid appointment were made by the Board pursuant to the recommendation of Nomination and Remuneration Committee (NRC).

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules, 2014 as amended w.e.f. 1st December, 2019, all Independent Directors of the Company viz. have registered themselves in the Independent Directors databank maintained with the Indian Institute of Corporate Affairs (IICA). In the opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), Directors of your Company confirm that:

i in the preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

1. your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and its loss for the year ended on that date;
2. your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
3. your Directors have prepared the Annual Accounts for the financial year ended March 31, 2024 on a

going concern basis;

4. your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively; and
5. your Directors have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems are adequate and operating effectively.

Pursuant to the provisions of Section of 134 (3) (p) of The Companies Act, 2013 and Rule 8 (4) of the Companies (Accounts) Rules an annual performance evaluation was carried out by the Board of its own performance, Directors individually and Committees of the Board. Performance evaluation of the Board and Committees was done by the Board after seeking inputs from all Directors, inter-alia covering different criteria viz, adequacy and composition of the Board, quality of deliberations, transparency, effectiveness of Board procedures, and observance of governance and contributions of Directors at Board and Committee meetings. In evaluating the performance of Individual Directors, criteria such as leadership qualities, qualifications, responsibilities shouldered, analytical skills, knowledge, participation in long-term strategic planning, inter-personal relationships and attendance at meetings was taken into consideration. In compliance with Regulation 17(10) of the Listing Regulations, 2015, the Board carried out performance evaluation of Independent Directors without the participation of the Director being evaluated. The performance evaluation was carried out based on parameters such as, initiative, contributions, independent judgement, understanding the business environment and understanding of strategic issues. Independent Directors are a diversified group of recognised professionals with wide horizon of knowledge, competence and integrity who express their opinions freely and exercise their own judgements in decision-making.

The Audit Committee consists of the following members as on March 31, 2024:

During the year under review, the Board has accepted all the recommendation of the Audit Committee.

The details terms of reference, meetings of committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees and provides for direct access to the Chairman of the Audit Committee. The same is also available on the website of the Company at www.nitincastings.com.

In compliance with the provisions of Companies Act, 2013, your Company has ‘Nomination & Remuneration Committee' with scope and functions as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations.

The Nomination and remuneration Committee consists of the following members as on March 31, 2024.

The terms of reference, meetings of Committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.

Your Company has ‘Stakeholders Relationship Committee' with enhanced scope and functioning. The Stakeholders Relationship Committee consists of the following members as on March 31, 2024.

The terms of reference, meetings of committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.

During the year under review i.e., for the Financial Year 2023-24; the Company has made contribution towards the Corporate Social Responsibility activities.

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and the same has been hosted on Company's website at https://www.nitincastings.com statutory documents and information.pdf.

The detailed report on CSR is enclosed as "Annexure-III" to the report.

M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountant, Mumbai, (FRN # 113675W/W100361), have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

The requirement to place the matter relating to appointment of Auditors for ratification by Members at every Annual General Meeting was omitted vide notification dated 7th May, 2018, issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of the appointment of Auditors in the ensuing AGM of the Company.

The Auditors' Report on Financial Statements for the year ended 31st March, 2024 forms part of this Annual Report. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies

Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of Directors had appointed Ms. Kala Agarwal, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024. The Secretarial Audit Report is annexed as "Annexure IV".

There were no frauds which are reported to have been committed by Employees or Officers of the Company.

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure V" to this Report.

The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listing

fees to the Stock Exchange till date.

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details in terms of sub - section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as "Annexure VI".

A report on Corporate Governance along with a Certificate from M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountants in practice, regarding compliance of the requirements of Corporate Governance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report. The Auditors' Certificate for the financial year 2023-2024 does not contain any qualification, reservation or adverse remark.

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

The Company has taken all possible measures for the conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

The information regarding the foreign exchange earnings and outgo is contained in the Note No. 45 in the Notes to Account section.

No significant and material orders were passed by the Regulatory Authorities or the Courts or Tribunals that

may have an impact on the "Going Concern Status" and Company's Operations in the future.

The Company is committed to uphold and maintain the dignity of Women Employees. An Internal Complaints Committee has been formed for each location of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a broad and comprehensive policy in place to deal with any such situation. The Policy is available on the website of the Company at www. nitincastings.com.

No case of Sexual harassment was reported to the Internal Complaints Committee during the year under review.

Your Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure prevention of Insider Trading in the Organization.

There is no material change in the type of business carried out by the Company during the year.

There were no other reportable material changes or commitment, occurred between the end of the Financial

Year and the date of this report, which may have any effect on the financial position of the Company.

The Company has complied with the applicable Secretarial Standards during the Financial Year 2023-24.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have confirmed compliance with the Code.

Your Company has adopted a Code of Conduct applicable for all Directors and Senior Management of the Company which is in consonance with the requirements of Listing Regulations. The said code is available on the website of the Company. All the Directors and Senior Management Personnel of the Company have affirmed compliance with Code of Conduct of the Company for the year ended 31st March, 2024. A declaration to this effect signed by Managing Director forms part of this Report.

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, Debenture Trustees, Shareholders, Debenture-Holders and Employees of the Company for their continued support and encouragement and look forward for the same in future.