Simca Advertising Ltd Directors Report

Dear Members,

Your Directors are pleased to present their 1^st ANNUAL REPORT on the business operations of the Company together with the Audited Accounts for the year ended on 31^st March, 2023 and the Report thereon the Auditors.

FINANCIAL SUMMARY

(Rs in Thousand)

FINANCIAL OPERATIONS	2022 -23
GROSS INCOME	107,708.88
Less : Expenses for the year after charging all working expenses including salaries, P/F interest but before providing of Depreciation	98,373.16
Less : Depreciation for the year	0.00
NET PROFIT (LOSS) BEFORE TAXATION	9,335.72
Less : Provision for Taxation (including DTA/DTL)	2,356.47
NET PROFIT (LOSS) FOR THE YEAR AFTER TAXATION	6,979.25
Less : Dividend on Equity Shares	0.00
NET PROFIT FOR THE YEAR AFTER DIVIDEND	6,979.25

STATE OF AFFAIRS

During the year under review, the totai Income of the Company was Rs. 1,07,708.88/-. During the period, The Company has earned a Profit after tax of Rs. 6,979.25/-.

SHARES

The Company incorporated on 17^th June, 2022 and issued 50,000 Equity Shares of Face Value of Rs. 10/-.

Directors Report F.Y. 2022-23

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March 2023.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Section 125(2) of the Companies Act, 2013, there is no unclaimed dividend and therefore no amount was transferred to Investor Education and Protection Fund.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending 31st March, 2023 is annexed hereto as Annexure I and forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023 and hence does not form part of this report.

PARTICULARS OF EMPLOYEES

None of the top ten employees of the Company drew remuneration of Rs 10,200/- or more per annum or Rs 850/- or more per month during the year as per amendment by Ministry of Corporate Affairs dated 30th June, 2016. Flence, no information is required to be furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Companys POLICY ON DIRECTORSRs APPOINTMENT REMUNERATION, DETERMINING QUALIFICATIONS ETC.

Disclosures requirement on Company policy on DirectorsRs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(1) and section 178(3) of Companies Act, 2013 is not applicable to the Company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW.

The Board of Directors duly met four times on 07/07/2022, 03/10/2022, 31/12/2022, and 28/03/2023 during the Financial Year ended 31^st March, 2023 in respect of which meetings proper notice were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The names of Directors of the Board, their attendance at the Board Meetings are as under:

Name of Directors	Number of Meetings attended/ Total Meetings held during the F.Y. 22- 23	AGM
Mr. Fahim Batliwala	4/4	Yes
Mr. Zameer A. Mistry	4/4	Yes
Mrs. Ashma Fahim Batliwala	4/4	Yes

Video-conferencing facilities are also used to facilitate Directors travelling / residing abroad or at other locations to participate in the meetings.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that:-

a) In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a Rsgoing concernRs basis.

e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the Financial Year ended 31^st March, 2023. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31^st March, 2023.

BOARDRsS COMMENT ON THE AUDITORSRs REPORT

There was no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self- explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the BoardRss report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

1. The internal financial control systems are commensurate with the size and nature of its operations.

2. All legal and statutory compliances are ensured on a monthly basis. Non- compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

3. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

4. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.

COST AUDITORS

The Cost audit of the Company has not been conducted for the financial year 2022-2023 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

STATUTORY AUDITORS

In Board Meeting held on 7^th July, 2022 M/s. F. A. Ansari & Associates (FRN No. 100504W), Chartered Accountants, Mumbai, was appointed as Statutory Auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in

the calendar year 2023. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. F. A. Ansari & Associates (FRN No. 100504W), Chartered Accountants, as Statutory Auditor of the company, is placed for ratification by the shareholders.

Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self- explanatory.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITIES

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the Company does not have net worth of Rs 500 Crores, does not have turnover Rs 1,000 Crores and does not have net profit of Rs 5 Crores during the financial year and hence the company is exempted to comply the provision of section 134(4)(o) of Companies Act, 2013.

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

VIGIL MECHANISM

Your Directors would like to inform that till now, provisions of establishment of Vigil Mechanism do not apply to the Company.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption earning and expenditure in Foreign Currency has been given in Annexure II to this report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Date: 1^st September, 2023

Place: Mumbai