Steelcast Ltd

Dear Members,

The Directors of your Company are pleased to present the 53rd Annual Report together with the Audited Financial Statements for the Financial Year ended on March 31, 2024.

1. FINANCIAL RESULTS: (INR in Lakhs)

2. STATE OF COMPANY'S AFFAIRS:

The Company has earned revenue from operation of INR 40,981.45 Lakhs during the year ended on March 31, 2024 as against INR 47,683.39 Lakhs earned during the previous year ended on March 31, 2023, showing a decrease of 14%. The Company has earned other income of INR 269.70 Lakhs during the year under review as against INR 181.66 Lakhs earned during the previous year.

The Company's Profit Before Tax (PBT) margin stood at 24.63% during the year under review against 19.82% of the previous year.

The Company's Profit After Tax (PAT) margin stood at 18.30% during the year under review against 14.79% of the previous year.

The PBT and PAT of the Company for the Financial Year 2023-24 are highest ever in the history of the Company. The Company has crossed a significant landmark PBT figure of INR 100 Crores for the first time in its history. The Company achieved this milestone despite lower volumes as a result of lower input costs, cost optimization and operating efficiency.

After adding the surplus in the Statement of Profit & Loss of INR 13,609.64 Lakhs brought forward from the previous year and payment of approved Dividends during the year therefrom, and further adding total profit of INR 7,444.80 Lakhs for the year under review to the same, the total amount of INR 18,230.96 Lakhs of profit is available for appropriation. There are no material changes and commitments occurred during the period from 31st March, 2024 till the date of this report affecting the of the Company.

Further, there is no change in the nature of business of the company.

3. DIVIDEND:

The Company has paid three quarter wise dividends totaling to INR 4.05 per share (i.e. 81%) during the year under review. Further, the Board of Directors of your Company is pleased to recommend payment of final dividend of 3.15 per share (i.e. 63%) subject to your approval. The total Dividend during the Financial Year 2023-24 would be 144% and the payout ratio works out to be 19.57% of PAT. The Dividend payment is decided based on various parameters as given in the Dividend Distribution Policy approved by the Board of Directors of the Company. The said policy is in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Dividend Distribution Policy is hosted on the Company's website at the following link: https://steelcast.net/pdf/SL_Dividend_Distribution_ Policy_For_Website.pdf

Transfer to reserves:

The closing balance of the retained earnings of the Company for the Financial Year 2023-24, after all appropriation and adjustments, is INR 17,593.40 Lakhs.

4. SOLAR POWER PLANT FOR CAPTIVE CONSUMPTION:

The Company's 5 (Five) MW Captive Solar Power Plant has been operating successfully and yielding targeted savings. This has resulted, apart from saving in Power cost, in the Company being heading towards the direction of self-reliant in power and reducing the carbon footprint.

5. COMMISSIONING OF 4.5 MW HYBRID POWER PLANT:

The Company has invested in Hybrid (Wind & Solar) Power Plant for 4.5 MW under group captive mode with AMP Energy Green Nine Private Limited. The plant has been commissioned successfully effective from July 08, 2023 and yielding good savings for the Company. This will, in addition to captive Solar Power Plant, further lead the Company in the direction of being self-reliant in power and reducing the carbon footprint, apart from savings in Power cost.

6. REAFFIRMATION OF RATING BY CARE RATINGS LIMITED (CARE):

During the year under review, the CARE has reaffirmed our rating of CARE A-; Stable/ CARE A2+ for Long Term / Short Term Bank Facilities. However, the Company has become long-term debt free since last two years and it has no plan to take any term loan in foreseeable future and future projects will be financed out of internal accruals only.

7. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO:

The Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as an Annexure-A and forming part of this Report.

8. SEGMENT REPORTING:

The Company is engaged in the Castings business only and therefore there is only one reportable segment in accordance with the Indian Accounting Standard (Ind AS) 108 relating to operating segments.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

There is no Company or Institution which became or ceased to be Subsidiary, Joint venture or Associate Company during the reporting period. As the Company does neither have any Subsidiary Company nor have any Associate Company, the relevant disclosure in prescribed form AOC-1 is not given.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company has formulated Policy on CSR in accordance with Schedule VII of the Companies Act, 2013 and the details of the composition of the Committee are covered in the Corporate Governance Report. Your Company spent the entire obligation of INR 102.72 Lakhs as per the provisions of the Companies Act, 2013 and Rules thereunder towards CSR activities during the year. The report on CSR activities is annexed hereto as Annexure-B and forms part of this Report. The Board has approved Policy on CSR which has been uploaded on the Company's website at the following link: https://steelcast.net/pdf/csr.pdf.

11. QUALITY:

Your Company has continued emphasis on Research & Development. A dedicated Quality Assurance ("QA") team is monitoring product quality. Your Company strives to be industry leader by adopting modern technology. A detailed note has been provided under the Management Discussion & Analysis given at Annexure–I in this report.

12. INSURANCE:

All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured.

MANAGERIAL PERSONNEL:

During the period of this report, Mr. Rushil C Tamboli has been appointed as Whole Time Director of the Company effective from 23rd May, 2023. Prior to his appointment as Whole Time Director, he was holding the position of Non-executive Non-Independent Director of the Company.

13.2 COMPLIANCE ON CRITERIA OF INDEPENDENCEBY THE INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Act that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the Listing Regulations.

13.3 FORMAL ANNUAL EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held on 31st January, 2024, reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

13.4 NOMINATION AND REMUNERATION POLICY:

The Company has an approved Nomination & Remuneration policy the details of which are covered under Corporate Governance Report and the said policy is also available on company's website at the following link: https://steelcast.net/pdf/nominaation-remuneration. pdf

13.5 DIVIDEND DISTRIBUTION POLICY:

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires the top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year) to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. Our Company has been included in the list of top 1000 listed entities based on market capitalization as on 31.03.2023 and hence, we have formulated this policy and hosted the same on our website at the following link: https://steelcast.net/pdf/SL_Dividend_Distribution_ Policy_For_Website.pdf

13.6 MEETINGS:

During the year, Four (4) Board Meetings and Four (4) Audit Committee Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Regulations.

INDEPENDENT DIRECTORS:

The Company conducts familiarization and updation programs for independent directors on need basis. The said programs are conducted by knowledgeable persons from time to time.

13.8 COMMITTEES OF THE DIRECTORS:

The details of various committees of Directors constituted under various provisions of Companies Act, 2013 and Rules made thereunder, their constitution, terms of reference and other details are provided in the Corporate Governance Report. Compositions of Board of Directors and various Committees of Directors are available on the Company's website at the following link: https://steelcast.net/board-directors.html

INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements.

15. RELATED PARTY TRANSACTIONS:

All the contracts or arrangements or transactions were at arm's length basis. Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial statements.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-C in the prescribed Form AOC-2 and the same forms part of this report. All related party transactions or any omnibus approval as permitted under the law as required are placed before the Audit Committee and Board of Directors of the Company for review and approval. The transactions with related parties, as per requirements of Indian Accounting Standard (Ind AS) 24 are disclosed in the notes to accounts annexed to the Financial Statements. Your Company's duly approved Policy on Related Party Transactions is available on the Company's website at the following link: https://steelcast.net/pdf/related-party-transaction.pdf

16.PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure-D. The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided herewith as during the financial year under review, no employee of the Company including Managing Director was in receipt of remuneration in excess of the limits set out in the said rules.

17.HUMAN RESOURCES:

Your Company believes that employees are one of its most valuable assets. During the year under review, the Company organized various training programs for people at various levels to enhance their knowledge and skills. As on 31st March, 2024, total employees strength at STEELCAST is 996 under direct employment. The employees are deeply committed to the growth of the Company.

POLICY:

The Company has formulated a Whistleblower Policy in conformity with the provisions of Section 177(9) of the Companies Act, 2013 and Listing Regulations to provide a mechanism for any concerned person of the company to approach the Ethics Counselor/ Chairman of the Audit Committee of the Company for the purpose of dealing with any instance of fraud or mismanagement, and also ensure that whistleblowers are protected from retribution, whether from within or outside the organization. The details of the Whistle Blower Policy are given in the Corporate Governance Report and also available on the Company's website at the following link: https://steelcast.net/pdf/whistle-blower-policy.pdf

19.EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Companies Act, 2013, an extract of annual return is annexed hereto as Annexure-E and forms part of this report. The same is available on the Company's website at the following link: https://steelcast.net/pdf/EGM/Extract_of_Annual_ Return_2024.pdf

20. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,M/s. D.G. Bhimani & Associates, Company Secretary, (CP: 6628) Anand, Gujarat have been appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure-F and forms part of this report.

The observations made in the Auditor's Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.

AND CERTIFICATE:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. As required under Regulation 34(3) read with Schedule V

(C) of the Listing Regulations a Corporate Governance report and the certificate as required under Schedule V (E) of the Listing Regulations from Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance are given in Annexure-G and Annexure-H respectively, forming part of this report.

ANALYSIS REPORT:

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

23. COST AUDITORS:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. S K Rajani & Co. Cost Accountants, Bhavnagar as Cost Auditor of the Company, for the Financial Year 2024-25 on a remuneration as mentioned in the Notice of AGM for conducting the audit of the cost records maintained by the Company. A Certificatefrom M/s. S K Rajani & Co. Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking ratificationfor the remunerationMember's payable to Cost Auditor forms part of the Notice of the Annual General Meeting of the Company and same is recommended for your consideration and approval.

The Cost Audit report for the financial year ended March 31, 2023 was filed on 25 ^th September, 2023.

24.STATUTORY AUDITORS:

M/s. SSM & Co., Chartered Accountants, Statutory Auditors of the Company, having firm registration number 129198W, were appointed as Statutory Auditors at AGM pertaining to the FY 2019-20, held on 14^th August, 2020 for five consecutive years starting 2020-21 to 2024-25. As required under Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The appointment of Statutory Auditors was made for five consecutive years until the conclusion of 5^th Annual General Meeting to be held for the financial year 2024-25.

M/s. S. S. M & Co, Chartered Accountants, having Firm Registration Number 129198W have given consent to act as Statutory Auditors of the Company confirming that their appointment, if made, would be in accordance with the provision of section 139 and 140 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014 and Listing Regulations. The observations made in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.

25.INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to the financial statements. The Company has adopted an Internal Financial Control Framework Policy and Procedure document to ensure orderly and efficient conduct of the business, accuracy and completeness of the accounting records and timely preparation of financial reports. The policy & procedure framework is supported by an ERP system. The ERP system used by the company has been developed in-house and is conforming to Accounting Standards and Financial Control Requirements. The ERP system of the company is updated as and when changes are necessary.

PASSED BY ANY REGULATOR OR COURT:

There were significantmaterial orders passed no by the Regulators/Courts which would impact the going concern status of the Company and its future operations, during the year under review.

27. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

28. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013, that:

a. in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if applicable; b. for the Financial Year ended March 31, 2024, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for that period; c. proper and sufficient care has been taken for the 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 Financial Statements have been prepared on a going concern basis; e. proper internal financial controls are in place and such internal financial controls are adequate and were operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.

29. RISK MANAGEMENT:

The Company has been addressing various risks impacting the Company and details of the same are provided elsewhere in this Annual Report in Management Discussion and Analysis. The Company has framed risk management policy and the same has been approved by the Audit Committee and the Board of Directors and is available on the Company website at the following link: https://steelcast.net/pdf/Final_RMP_16_3_2022.pdf

30.SEXUAL HARASSMENT POLICY:

Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Sexual Harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The said policy can be accessed on the Company's website at the following link: https://steelcast.net/pdf/sexual-harasment-policy.pdf

ANY:

There are no material changes or commitments which have occurred between the end of the financial year and the date of this report which affect the financial position of the Company.

32.DEPOSITS:

The Company has not accepted/renewed any deposit during the year.

33.COMPLIANCE OF SECRETARIAL STANDARD:

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

34.AUDIT COMMITTEE:

Composition of Audit Committee and details of number of audit committee meetings held during the financial year 2023-24 are enclosed herewith at Annexure-G

under Corporate Governance Report. The Board has accepted all the recommendations and suggestions received from Audit committee.

35. ACKNOWLEDGEMENTS:

Yours Directors take this opportunity to express their sincere appreciation for the excellent support and cooperation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels