Steelcast Ltd

The Directors of your Company are pleased to present the 54^th Annual Report together with the Audited Financial Statements for the Financial Year ended on March 31, 2025.

1. FINANCIAL RESULTS:

(Rs in Lakhs)

2. STATE OF COMPANY'S AFFAIRS:

The Company has earned revenue from operation of Rs. 37,616.54 Lakhs during the year ended on March 31, 2025 as against Rs. 40,981.45 Lakhs earned during the previous year ended on March 31, 2024, showing a decrease of 8%. The Company has earned other income of Rs. 444.83 Lakhs during the year under review as against Rs. 269.70 Lakhs earned during the previous year.

The Company's Profit Before Tax (PBT) margin stood at 25.87% during the year under review against 24.63% of the previous year.

The Company's Profit After Tax (PAT) margin stood at 19.19% during the year under review against 18.30% of the previous year.

The PBT and PAT of the Company for the Financial Year 2024-25 have remained impressive despite volume de-growth. This is on account of operatingefficiency, cost optimization measures and FOREX gains.

After adding the surplus in the Statement of Profit & Loss of Rs.17,593.40 Lakhs brought forward from the previous year and payment of approved Dividends during the year therefrom, and further adding total profit of Rs. 7,174.16 Lakhs for the year under review to the same, the total amount of Rs. 23,310.28 Lakhs of profit is available for appropriation.

There are no material changes and commitments occurred during the period from 31st March, 2025 till the date of this reportaffecting the financial position 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 Rs. 4.50 per share (i.e. 90%) during the year under review. Further, the Board of Directors of your Company is pleased to recommend payment of final dividend of 2.70 per share (i.e. 54%) subject to your approval. The total Dividend during the Financial Year 2024-25 would be 144% and the payout ratio works out to be 20.31% 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 2024-25, after all appropriation and adjustments, is Rs. 23,310.28 Lakhs.

We are pleased to report that, for the second consecutive year, we have maintained a debt-free position - reflecting our disciplined capital allocation and tight working capital management. This financial prudence enables us to maintain a lean cost structure while enhancing returns to stakeholders. Inspite of Company spending Rs. 86.5 Cr. on Capex and quarterly dividends of Rs. 43.7 Cr., totalling to Rs. 130.2 Cr in last 3 years, it continues to be totally debt free with Rs. 75 Cr. invested in Bank FDs and Debt Mutual Funds. This remains an exceptional occurrence, despite our scale.

4. SUB-DIVISION / SPLITTING OF EQUITY SHARES:

As the members are aware that the Board of Directors has proposed to sub-divide/split the face value of the equity shares of the Company from Rs. 5 (Rupees Five) to Re. 1 (Rupee One) subject to your approval at the ensuing Annual General Meeting (AGM) of the Company. The sub-division/split of the equity shares is proposed for the following purposes:

1. Improving the liquidity of the equity shares of the Company in the stock market due to availability of more number of equity shares.

2. To allow more affordable investment opportunities to the prospective investors especially retail investors.

Your Directors recommend you to grant approval by passing necessary resolution in this regard at the ensuing AGM.

5. SOLAR POWER PLANT AND 4.5 MW HYBRID POWER PLANT FOR CAPTIVE CONSUMPTION:

The Company's both power Plants are operating successfully and yielding targeted savings. Both the plants were functioning smoothly without any interruption during the year.

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

During the year under review, the CARE has once again our rating of CARE

A2+ for Long Term / Short Term Bank Facilities. However, the Company has become debt free since long and it has no plan to take any debt from outside. The Company's future projects will be 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.

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 in excess of obligation of Rs 159.49 Lacs 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

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.

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

During the period of this report, Mr. Apurva R Shah retired as an Independent Director of the Company due to completion of second consecutive term of his appointment. Your Directors place on record its sincere appreciation for the outstanding services rendered by Mr. Apurva R Shah during his tenure as an Independent Director. The Board and the members of the Company appointed Mr. Dipam A Patel as an Independent Director of the Company during the year under review. Further, Mr. Hemant D Dholakia (DIN: 00147408) will complete his initial term as an Independent Director of the Company at ensuing AGM and Board has reappointed him as an Independent Director for one more term of five years effective from August 01, 2025 to July 31, 2030, subject to your approval. Your Directors recommend for your approval to his reappointment.

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 Companies Act, 2013 and Listing Regulations.

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 29^th January, 2025, reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

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

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

During the year, Five (5) 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.

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.

The details of various committees of Directors constituted under various provisions of Companies Act, 2013 and Rules made thereunder, their constitution, the 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

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.

All the contracts or arrangements or transactions were at arm's length basis. The transactions with related parties, as per the 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

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.

Your Company believes that employees are 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, 2025, total employees strength at STEELCAST is 1049 under direct employment. The employees are deeply committed to the growth of the Company.

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

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_2024-25.pdf

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 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure-F and forms part of this report. The observations made in the Secretarial 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.

Further, pursuant to the provisions of Regulation 24A read with Regulation 36 of the Listing Regulations, the Company is required to appoint, on the basis of recommendation of board of directors , (i) an individual as Secretarial Auditor for not more than one term of five consecutive years; or (ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in its Annual General Meeting (AGM).

Accordingly, the Board has recommended, subject to the approval of its shareholders at the ensuing AGM of the Company, appointment of M/s. D.G. Bhimani

& Associates, Company Secretaries, represented by their Proprietor CS Dineshkumar G Bhimani (Membership No: F-8064, FRN: S2003GJ063700) as Secretarial Auditor of the Company for one term of five consecutive years starting from the Financial 2025-26 to 2029-30, on a remuneration as mentioned in the Notice of AGM for conducting the secretarial audit of the records maintained by the Company.

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 the 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.

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.

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, has appointed M/s. Divyesh Vagadiya & Associates, Cost Accountants, represented by their Proprietor registration CMA Divyesh Vagadiya (Membership No: M-33206, FRN: 102628) as Cost Auditor of the Company, for the Financial Year 2025-26 on a remuneration as mentioned in the Notice of AGM for conducting the audit of the cost records maintained by the Company. A Certificate from M/s. Divyesh Vagadiya & Associates, 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 for the remuneration payable Member'sratification to Cost Auditor forms part of the Notice of the AGM of the Company and same is recommended for your consideration and approval.

The Cost Audit report for the financial year ended March 31, 2024 was filed on 5 ^th September, 2024.

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, had appointed M/s. S. K. Rajani & Co., Cost Accountants, Bhavnagar Cost Auditor of the Company for the Financial Year 2024-25. However, Mr. S. K. Rajani, Cost Auditor has tendered his resignation on 19.05.2025. 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, appointed M/s. Divyesh Vagadiya & Associates, Cost Accountants, represented by their Proprietor CMA Divyesh Vagadiya (Membership No: M-33206, FRN: 102628) as Cost Auditor of the Company to fill casual vacancy under rule 6(3A) of Companies (Cost Records & Audit) Amendment Rules, 2014 (CCRA Rules, 2014) due to the resignation of Mr. S. K. Rajani, Cost Auditor 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 Certificate from M/s. Divyesh Vagadiya & Associates, 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 seekingratificationfor the Member's remuneration payable to Cost Auditor forms part of the Notice of the AGM of the Company and same is recommended for your consideration and approval.

M/s. SSM & Co., Chartered Accountants, Statutory Auditors of the Company, having firm number 129198W, were appointed as Statutory Auditors at Annual General Meeting (AGM) pertaining to the Financial Year 2019-20, held on 14^th August, 2020 for a second term of five consecutive years starting from the conclusion of that AGM till the conclusion of AGM pertaining to the Financial Year 2024-25. Accordingly, their term of office will end at the ensuing AGM of the Company.

The Company has proposed the appointment of M/s. Ravi Karia & Associates, Chartered Accountants (FRN: 157029W) from the conclusion of ensuing AGM till the conclusion of AGM for the financial year 2029-30, on remuneration of Rs. 1,100,000 (Rupees Eleven Lakh only) as recommended by the Audit Committee and Board of Directors of the Company with authority to the Board of Directors to make any alteration(s) in the remuneration in future. This is subject to your approval at the ensuing AGM.

As required under Listing Regulations, the M/s. Ravi Karia & Associates have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. M/s. Ravi Karia & Associates have also 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 by the existing Auditors are self-explanatory and, therefore, do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.

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 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.

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

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

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, 2025, 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, 2025, 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.

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

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

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.

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

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.

The Composition of Audit and other Committees of the Board and details of number of their meetings held during the financial year 2024-25 are enclosed herewith at Annexure-G under Corporate Governance Report.

Further this is to confirm that the Board has accepted all the recommendations and suggestions received from Audit committee.

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.