Creative Castings Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the 39,h Annual Report of your Company (‘the Company), together with the audited financial statement, for the financial year ended on March 31, 2024 (‘Year or ‘Financial Year).

Financial Results:

(As per Indian Accounting Standards)

(Amount in Lakh)

Particulars	For the year ended March 31. 2024	For the year ended March 31, 2023
(i) Revenue from operations and other income	5,316.99	5,278.05
(ii) Gross Profit before Finance Cost. Depreciation and Taxation (PBIDT)	719.11	723.64
Less : Finance Cost	2.51	1.05
(iii) Profit before Depreciation and Taxation	716.60	722.59
Less : Depreciation	63.32	75.18
(iv) Profit Before Tax (PBT)	653.28	647.41
(v) Less: Provision for Taxes:
(a) Current Tax	169.49	173.01
(b) Prior Year Tax	(2.09)	10.47
(c) Deferred Tax	(20.78)	(14.86)
(vi) Profit after Tax (PAT / PAIDT)	506.66	478.79

Operational performance:

The Company continues to specialize in the manufacturing of investment casting products and has expanded its revenue streams through windmill turbines. With a robust production capacity, the Company now supplies over 5000 different types of castings in both as-cast and fully machined conditions. These products cater to a wide range of engineering applications, including pumps and valves, defense, oil and refinery, fire control equipment, and automobiles, among others.

Financial performance:

The financial year 2023-24 marked a steady performance for the Company, with revenue reaching Rs. 5,316.99 lakh, reflecting a modest increase from the previous year. The Gross Profit before Finance Cost. Depreciation, and Taxation (PBIDT) was Rs. 719.11 lakh, maintaining stability compared to the prior year. The Company successfully managed its finance costs, which remained minimal at Rs. 2.51 lakh. Profit Before Tax (PBT) saw a slight improvement to Rs. 653.28 lakh, and after accounting for taxes, the Profit After Tax (PAT) rose to Rs. 506.66 lakh, up from Rs. 478.79 lakh in the previous year. These figures highlight the Companys resilience and effective cost management, leading to sustained profitability.

This strong financial and operational performance underscores the Companys commitment to maintaining a competitive edge in the market and delivering consistent value to its stakeholders. The Board remains optimistic about the future prospects of the Company and will continue to explore new opportunities for growth and innovation.

No material changes or commitments have transpired between the end of the financial year and the date of this report that would impact the Companys financial standing.

The Audited Standalone Financial Statements of the Company, along with all necessary attachments, have been part of the Annual Report for the year 2023-24. This complete report is accessible on the Companys official website at www.creative-cast.com.

Dividend:

The Board of Directors is delighted to propose a final dividend of Rs. 10 per equity share having a face value of Rs. 10 each (i.e., @ 100%) for the financial year 2023-24. This dividend will be paid to the members whose names are appear in the Register of Members as of the Record Date, subject to approval by the members at the ensuing 39" Annual General Meeting.

The proposed Dividend, if approved during the 39" Annual General Meeting of the Company, will not be subjected to dividend distribution tax. as it has been eliminated. However, it will be subject to Tax Deducted at Source (TDS) in accordance with the applicable rates, as specified in the notice for the 39" AGM.

Transfer to Reserve:

The Companys Board of Directors has decided not to transfer any funds to the Reserves for the financial year being reviewed.

Share Capital:

There were no changes carried out in the capital structure of the Company during the year under review.

Investor Education and Protection Fund (IEPF):

The Companys Board of Directors affirms that there are no pending amounts to be transferred to the Investor Education and Protection Fund for the year under consideration.

Meetings of the Board:

Throughout the year, the Board of Directors met regularly to review the Companys performance, discuss various business strategics, and address important issues. During the financial year ending March 31.2024, four meetings of the Board of Directors were periodically convened and held on May 29. 2023. August 12, 2023. November 4. 2023 and February 10, 2024, wherein following Directors were present:

Sr. No.	Name of The Directors	29/05/2023	12/08/2023	04/11/2023	10/02/2024
01	D. H. Dand	P	P	P	P
02	R. R. Bambhania	P	P	P	P
03	S. V. Vaishnav	P	P	P	P
04	J. S. Thanki	P	A	P	P
05	11. N. Vadgama	P	P	P	P
06	P. J. Doshi	A	P	A	A
07	R. A. Gardi	A	P	A	P
08	B. R. Sureja	P	A	P	A
09	K. D. Panchamiya	P	A	A	P
10	R.S. Tilva	A	A	P	A

"P" denotes "Present" and "A" denotes "Absent with Leave".

Changes in Directors & Key Managerial Personnel (KMP):

(i) Appointment:

During the year under review, Mr. Raj an Ramniklal Bambhania (DIN: 00146211) was reappointed as the Managing Director of the Company, with his term extended until March 31, 2029. Similarly, Mr. Siddharth Vallabhbhai Vaishnav (DIN: 00169472) was reappointed as the Whole-Time Director of the Company, also until March 31,2029.

Additionally. Mr. Bhavesh Ratilal Sureja (DIN: 00169883). Mr. Ketan Dineshchandra Panchamiya (DIN: 08193255), Mr. Ramniklal Savjibhai Tilva (DIN: 08193261), and Mrs. Ruta Ajaybhai Gardi (DIN: 08193238) were reappointed as Independent Directors of the Company, with their terms extended until September 23. 2028.

(ii) Continuation of Appointment:

In compliance with Regulation 17(1 A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEB1 Listing Regulations"), the continuation of directorship for any non-executive director who has reached the age of 75 years requires the approval of shareholders through a special resolution. Accordingly, at the 381 Annual General Meeting held on September 23.2023. the Company passed a special resolution approving the continuation of directorship for Mr. Dhirubhai Haribhai Dand (DIN: 00284065) and Mr. Ramniklal Savjibhai Tilva (DIN: 08193261), who will reach the age of 75 years on June 1,2024. and May 6.2024, respectively.

(iii) Cessations:

There were no instances of cessation of Directors or Key Managerial Personnel (KMPs) during the period under review.

(iv) Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013. and the Companys Articles of Association, Mr. Dhirubhai Haribhai Dand (DIN: 00284065), Director, is liable to retire by rotation at the forthcoming 39" Annual General Meeting. Being eligible, he has offered himself for reappointment, and the Board has recommended his reappointment as a Director of the Company.

The disclosures required under Regulation 36 of the SEB1 Listing Regulations and the Secretarial Standards on General Meetings (SS-2) are provided in the Notice of this AGM, forming part of the Annual Report.

Declaration by Independent Directors:

The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8) of the SF.BI Listing Regulations. Furthermore, the Independent Directors have adhered to the Code of Independent Directors as stipulated in Schedule IV of the Act.

Formal annual evaluation and its criteria:

Pursuant to the provisions of the Act, SF.BI Listing Regulations and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process. The Directors expressed their satisfaction with the evaluation process.

Criteria adopted for evaluation:

(i) The Board shall evaluate the roles, functions, duties of Independent Directors (IDs) of the Company. Each ID shall be evaluated by all other directors not by the Director being evaluated. The Board shall also review the manner in which IDs follow guidelines of professional conduct.

(ii) Performance review of all the Non-Independent Directors of the Company on the basis of the activities undertaken by them, expectation of Board and level of participation.

(iii) Performance review of the Chairman of the Company in terms of level of competence of chairman in steering the Company.

(iv) The review and assessment of the flow of infonnation by the Company to the Board and the manner in which the deliberations take place, the manner of placing the agenda and the contents therein.

(v) The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the Board.

(vi) On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.

Committees:

The Company has established essential Committees, namely the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, as mandated by Sections 177 and 178 of the Companies Act, 2013. The Board consistently assessed the performance of these Committees to enhance their efficiency and ensure alignment with the stipulations of the Companies Act, 2013, and the SF.BI Listing Regulations.

Comprehensive infonnation concerning these Committees, including their composition, meetings, and attendance records, are detailed within the Corporate Governance Report. This report is an integral part of this report.

Policy on Directors Appointment and Policy on Remuneration:

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

Pursuant to Section 134(3)(e) read with Section 178(3) & (4) of the Companies Act, 2013, the policy governing the appointment of Board members, which encompasses the criteria for assessing qualifications, positive attributes, director independence, and the policy governing the remuneration of Directors, Key Management Personnel (KMP). and other employees, is accessible on the Companys official website: http://www.creativc-cast.com/Reports/NARP.PDF. There have been no revisions to the policy since the previous year.

Particulars of Employees:

The particulars of employees are given in Annexure - "A" to this Report as required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Also, Statement containing the names of the top ten employees in terms of remuneration drawn as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 forms a part of Annexure - "A".

Directors Responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability. confirm that:

(i) in the preparation of the annual accounts of the Company for the year ended on March 31.2024. the applicable accounting standards had been followed along with proper explanations relating to material departures for the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent 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 of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the Annual Accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Adequacy of internal financial controls with reference to the financial statements:

Section 134(5)(c) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules. 2014 rc-cmphasizcs the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which commensurate with size and nature of Business and statutory auditors have reviewed the internal control system and made separate report thereon forming part of Auditors report appended in this report.

Deposits:

During the financial year 2023-24. your Company has not accepted any deposits within the meaning of Section 73 to 76 of the Act, read together with Companies (Acceptance of Deposits) Rules, 2014.

Loans, Investments, Guarantees and Securities:

During the financial year, the Company did not provide any loans, nor did it offer any securities or guarantees in connection with loans, as outlined under Section 186 of the Companies Act, 2013. Furthermore, details of the investments made by the Company are provided in Notes No. 6 and 10 of the Financial Statements, which are self-explanatory.

Related Party Transactions (RP I s):

During the financial year, all contracts, arrangements, or transactions executed by the Company with related parties were conducted in the ordinary course of business and on an arms length basis. The details of these related party transactions are provided in Form AOC-2. enclosed as Annexurc - "B" in compliance with Section 134(3)(h) of the Companies Act. 2013. read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Additionally, a comprehensive disclosure of related party transactions, as required under Ind AS 24, is included in the accompanying financial statements.

The Board has adopted a policy governing related party transactions, which is available on the Companys website. The amended policy can be accessed via the following web link: https://www.crcativccast.com/Rcports/PolicyRelctcdPartyTransactions29052023.PDF. The Company conducts related party transactions, when necessary, in accordance with this policy. It is important to note that the policy was revised to align with the updated SF.BI Listing Regulations, and the amendments were approved during the Board meeting held on May 29,2023. The revised policy is hosted at the aforementioned link.

During the year under review, the Company did not enter into any materially significant related party transactions that could potentially conflict with the interests of the Company. Furthermore, there were no financial transactions or relationships between the Independent Directors and the Company during the period.

Corporate Social Responsibility (‘CSR):

The obligation to spend on Corporate Social Responsibility (CSR) activities became applicable to the Company for the first time during this financial year. In response, the Board of Directors approved the CSR policy through a Circular Resolution, which was subsequently noted at the Board meeting held on November 4. 2023. Given that the Companys CSR obligation is less than ?50.00 lakhs, the Board has not constituted a CSR Committee, as permitted under Section 135(9) of the Companies Act. The contents of the CSR Policy, and the report on CSR activities carried out during the financial year ended March 31. 2024, arc provided in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, and is annexed herewith as Annexurc - UC".

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The disclosure of particulars with respect to conservation of energy, a statement giving details of Technology Absorption. Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexurc - "D".

Risk Management:

The assessment and management of business risks are continual processes within the Company. The management regularly reviews risk assessments with the aim of mitigating potential threats. The overarching objective of risk management is to safeguard the organizations tangible and human assets, ensuring the seamless continuation of its operations.

As of now, the Company is not obligated to establish a Risk Management Committee of Directors in accordance with the provisions outlined in Regulation 21 of the SF.BI Listing Regulations.

Vigil Mechanism:

To ensure high level of honesty, integrity and ethical behavior amongst its employees, the Company has established a Vigil Mechanism in compliance with the provisions of section 177(9) of the Companies Act, 2013 read with rule 7 of Companies (Meeting of Board and its powers) Rules, 2014, for the directors and employees to report genuine concerns and grievances. This mechanism provides adequate safeguards against victimization of employees and directors and also provides for direct access to the chairperson of Audit Committee.

The synopsis of the policy has been disclosed in the Corporate Governance Report, which is a part of this report and is available on http://www.creative-cast.com/ReportsA7igilM.PDF.

Auditors:

(i) Statutory Auditor:

M/s. J. C. Ranpura & Co.. Chartered Accountants. Rajkot, were appointed as the Statutory Auditors of the Company at the 35th AGM for a term of five years, extending up to the conclusion of the 40th AGM.

The report by M/s. J. C. Ranpura & Co. on the audited financial statements for the year ended March 31, 2024. along with the accompanying notes, is self-explanatory and does not require any additional comments from the Board. The Auditors Report is free from any qualifications, reservations, or adverse remarks.

During the year under review, the Auditors did not report any fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act. 2013.

(ii) Secretarial Auditor:

In accordance with Section 204 of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Mayur Buha, proprietor of M. Buha & Co., Practicing Company Secretaries, Vadodara, was appointed as the Secretarial Auditor for the financial year 2023-24. The Secretarial Audit Report, submitted in the prescribed Form MR-3, is attached as Annexure - "E" and forms pari of this Report.

The Secretarial Audit Report contains qualification, observation, or adverse remark that require explanations from the Board, as outlined below:

• Due to an oversight, the filing of Form IEPF-2 was delayed. The necessary corrective actions will be taken in due course.

Annual Secretarial Compliance Report.

Pursuant to Regulation 24Aof SEBI Listing Regulations, your Company has submitted the Annual Secretarial Compliance Report for the financial year ending on March 31.2024. This report has been issued by CS Mayur Buha, proprietor of M. Buha & Co., Practicing Company Secretaries, Vadodara, and was submitted to BSE Limited within the prescribed timeline.

(iii) Cost Auditor:

The Company has properly maintained its Cost Records, with the Annexure to the Cost Records for the financial year ending March 31,2024. being approved by the Board during its meeting on August 10.2024. M/s. Mitesh Suvagiya & Co.. Practicing Cost Accountants, Rajkot, have provided a certificate/report confirming the proper maintenance of cost records as required under Section 148 of the Companies Act, 2013, and the Companies (Cost Records and Audit) Rules. 2014.

It is important to note that there was no requirement for a Cost Audit of the aforementioned records during the financial year under review, in accordance with the applicable provisions.

(iv) Internal Auditors:

M/s. Subhash Akbari & Co., Chartered Accountants, served as the Internal Auditors of the Company, conducting regular audits across all operational areas. The Audit Committee of the Board of Directors consistently reviewed and evaluated the findings of the internal audits conducted by the firm.

Disclosure on compliance with Secretarial Standards:

Your directors confirm that the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India, have been complied with.

Management Discussion and Analysis Report:

The Managements Discussion and Analysis Report for the year under review, as stipulated under SF.BI Listing regulations, is annexed with this Report as Annexure - "F".

Corporate Governance:

Separate report on Corporate Governance along with CEO/CFO Certifications and Certificate of Company Secretary in practice on compliance with norms pertaining to the Corporate Governance are separately annexed with this report as Annexure - **G\

Annual Return:

A copy of Annual Return as required under Section 92(3) and Section 134(3 )(a) of the Act has been placed on the website of the Company at www.creative-cast.com.

Industrial Relations:

The Industrial Relations between the Management and Employees of the Company at all levels continued to be extremely cordial during the entire year. Both the Management as well as Employees have good relations and work for the betterment of the value of the Company.

Business Responsibility and Sustainability Report:

For the financial year ending March 31. 2024. the Company is not required to comply with the provisions of Regulation 34 of the SEBI Listing Regulations, related to the submission of a Business Responsibility and Sustainability Report. As a result, the Company is not obligated to provide a separate report on this matter.

Prevention of insider trading and eode of conduct for fair disclosure:

The Company has adopted a code of conduct for regulating, monitoring and reporting trading by Insiders in securities of the Company. The code regulates, monitors and reports trading by the Designated Persons while in possession of unpublished price sensitive information in relation to the Company.

The Company has also adopted a Code of Practices and Procedures for Fair Disclosure and Conduct of Unpublished price Sensitive information to formulate a stated framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the market for securities of the Company. The policy is available on website i.e. www.creative- cast.com of the Company.

Insurance:

All moveable and fixed Assets are adequately insured.

Other Information:

(i) The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same:

(ii) No fraud has been identified during the financial year;

(iii) No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future;

(iv) During the financial year, your Company has neither issued any kind of Securities nor made buy-back of securities;

(v) Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdrcssal) Act, 2013. Your Board states that during the year under review, there were no cases at the work place filed pursuant to the Sexual Harassment of Women (Prevention, Prohibition and Redressal) Act, 2013. Disclosures in pursuance to the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013 is provided separately in the Corporate Governance Report;

(vi) There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016; and

(vii) Difference 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: Not Applicable.

Human Resources:

The high level of motivation of the employees and their identification as well as involvement with the Company is the basis for the creation of a strong team, who continuously advance the innovative brands and superior technologies with their inventive talent and pioneering spirit. The training courses are evolved to internalize the principles of sustainable development and to uphold the

C ompanys corporate culture based on fairness and team spirit. Employees involvement in the affairs of the Company helps build up a brand value and to achieve the good position.

Certificates:

The Company holds the following certificates.

(1) ISO 9001:2015. (2) ISO 14001:2015, (3) ISO 45001:2018. (4) PED 2014/68/EU& AD2000 MERKBLATT W0 Certified and (5) IBR Awarded ‘Well Known Foundry*.

Appreciation:

Your Directors are grateful for the support and co-operation given by the Shareholders. Government Authorities. Companys Bankers. Insurance Company, Employees, Customers & Suppliers during the year under review.

For and on behalf of Board

Sd-

Dhirubhai II. Dand

Chairman

DIN: 00284065

Dolatpara. August 10. 2024