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 operating efficiency,
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 31^st March, 2025 till
the date of this report affecting 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
POWERPLANTFORCAPTIVECONSUMPTION:

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 reaffirmed our rating of CARE A-; Stable/ 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 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 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

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.

13. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

13.1 CHANGES IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

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.

13.2 COMPLIANCE ON CRITERIA OF
INDEPENDENCE BY 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 Companies Act, 2013 and
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 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.

13.4 NOMINATIONANDREMUNERATIONPOLICY:

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, 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.

13.7 FORMAL UPDATION PROGRAMME FOR
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, 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

14. PARTICULARS OF LOANS, GUARANTEES
OR 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. 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

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 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 31^st March, 2025, total employees
strength at STEELCAST is 1049 under direct

employment. The employees are deeply committed
to the growth of the Company.

18. VIGIL MECHANISM / WHISTLEBLOWER
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_2024-25.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 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 Year
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.

21. CORPORATE GOVERNANCE REPORT 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.

22. MANAGEMENT DISCUSSION AND 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,
has 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, 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
Member's ratification for the 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.

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

Filling up casual vacancy of Cost Auditor for
FY 2024-25

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 the
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 seeking Member's ratification for the
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.

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 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.

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.

26. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY ANY REGULATOR OR COURT:

There were no significant material orders passed
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, 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.

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

31. MATERIAL CHANGES AND COMMITMENTS
IF 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 AND OTHER COMMITTEES OF
THE BOARD:

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.

35. ACKNOWLEDGEMENTS:

Yours Directors take this opportunity to express their
sincere appreciation for the excellent support and co¬
operation 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.

For and on behalf of the Board of Directors
For STEELCAST LIMITED

(Chetan M Tamboli)

Place: Bhavnagar CHAIRMAN & MANAGING DIRECTOR

Date: 28^th May, 2025 DIN: 00028421