Simmonds Marshall Ltd Directors Report

To,

The Members,

Simmonds Marshall Limited

Your Directors have pleasure in presenting the 65^th (Sixty Fifth) Annual Report, together with the Audited Financial Statements (Standalone & Consolidated) of the Company for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

	Standalone		Consolidated
Particulars	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Total Revenue	19,402.88	17,810.37	20,838.78	19,322.75
Profit before Interest, Depreciation and Tax	2,527.89	1,841.22	2,543.22	1,858.51
Finance Cost	876.78	916.02	876.78	916.02
Depreciation & Amortization expenses	755.36	717.19	767.97	730.76
Profit Before Exceptional Items and Tax	895.75	208.01	898.47	211.73
Exceptional Items	-	133.85	-	110.22
Profit before Tax	895.75	341.86	898.47	321.95
Provision for
- Current Tax	-	-	-	-
- Deferred Tax	-	-	2.64	3.64
Profit after Tax	895.75	341.86	895.83	318.31
Other Comprehensive Income	(88.54)	11.26	(88.54)	11.26
(Net of tax)
Total Comprehensive Income After Tax	807.21	353.12	807.29	337.65
Earnings Per Share	8.00	3.05	8.00	2.91

Notes: The above figures are extracted from the Audited Standalone and Consolidated Financial Statements as per IND-AS.

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE: Standalone Performance:

Total revenue for the year is Rs. 19,402.88 Lakhs as against Rs. 17,810.37 Lakhs in the previous year. The Company has earned a profit of Rs. 807.21 Lakhs as against Rs. 353.12 Lakhs in the previous year.

Consolidated Performance:

Total revenue for the year is Rs. 20,838.78 Lakhs as against Rs. 19,322.75 Lakhs in the previous year. The Company has earned a profit of Rs. 807.29 Lakhs as against Rs. 337.65 Lakhs in the previous year. Consolidated Financial Statements includes the figures of Stud India (a Partnership firm), in which Company holds 99% stake also Stud India is considered as subsidiary Company as per Indian Accounting Standard.

DIVIDEND:

During the Year under review, the Company has earned moderate profits but in view to conserve the liquidity for future projects, your Board of Directors has considered it prudent not to recommend any dividend for the Financial Year.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the financial year ended March 31, 2025.

EXPORTS:

During the year under review, the Company exported goods of FOB value of Rs. 2669.61 Lakhs as against Rs. 1611.91 Lakhs in the previous year.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits within the meaning of Section 73 of the Act (‘Act) and the Companies (Acceptance of Deposits) Rules, 2014.

RESEARCH & DEVELOPMENT:

The Research & Development Department of the Company has been arduously working to provide quality and value for money to the customer by keeping up with market trends.

CAPITAL STRUCTURE & LIQUIDITY: (i) Authorised Share Capital:

The Authorised Share Capital of the Company as at March 31, 2025 was Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 2/- (Rupees Two only) each.

(ii) Issued & Paid up Share Capital:

The Paid-up Equity Share Capital, as at March 31, 2025 was Rs. 2,24,00,000/- (Rupees Two Crores Twenty-Four Lakhs) divided into 1,12,00,000 (One Crore Twelve Lakhs) Equity Shares, having face value of Rs. 2/- (Rupees Two only) each fully paid up.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

As on March 31, 2025, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company as per Section 186 of the Act which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34 (3) read with Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) are provided in the standalone financial statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: BOARD OF DIRECTORS: COMPOSITION:

The Board of Directors includes Executive, Non-Executive and Independent Directors so as to ensure proper governance and management. The Board consists of Six (6) Directors comprising of Two (2) Executive Directors, one (1) Non-Executive Non-Independent Director and Three (3) Non-Executive- Independent Directors including One (1) Independent Woman Director as on March 31, 2025.

The Company has a Code of Conduct for Directors and senior management personnel. All the Directors and senior management personnel have confirmed compliance with the said code.

RE-APPOINTMENTS:

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company Mr. Imran M. Panju, Whole-Time Director of the Company, retires by rotation and being eligible, has offered himself for reappointment at the forthcoming Annual General Meeting. The Board recommends his re-appointment for the consideration of the members of the Company at the Annual General Meeting. Brief profile of Mr. Imran M. Panju has been given in the Notice convening the Annual General Meeting.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee seek approval of the shareholders for re-appointment of Mr. Navroze S. Marshall as Chairman & Managing Director and Mr. Imran M. Panju as Whole Time Director of the Company for a period of 3(Three) Years w.e.f. April 1, 2026.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel as on March 31, 2025:

Sr. No. Name of Personnel	Designation
1. Mr. Navroze S. Marshall	Chairman and Managing Director & CEO
2. Mr. Imran M. Panju	Whole time Director
3. Mr. Dhruv Pandya	Chief Financial Officer (w.e.f. June 10, 2024)
4. Ms. Surbhi Khandelwal	Company Secretary & Compliance Officer

RESIGNATION:

During the Financial Year under review, Mr. Vikash Verma resigned from the position of Chief Financial Officer, effective from close of business hours on April 5, 2024. Subsequently, Mr. Dhruv Pandya was appointed as the Chief Financial Officer of the Company, with effect from June 10, 2024.

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of manufacturing, finance, people management, strategy, auditing, tax and risk advisory services, financial services and they hold high standards of integrity. Regarding pro_ciency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, (‘IICA). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose.

Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management. During the year under review, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate or joint venture as on March 31, 2025.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the Financial Year ended March 31, 2025 can be accessed on the website of the Company at https://simmondsmarshall.com/ investors/#tab-id-3

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS & ITS COMMITTEES:

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

The Board met 4 (Four) times during the Financial Year 2024-25. The meeting details are provided in the Corporate Governance Report that forms a part of this Annual Report.

COMMITTEES OF BOARD OF DIRECTORS:

The Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has the following Committees of the Board of Directors: Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee The details with respect to the composition, meetings, powers, roles, terms of reference, etc. of these Committees are given in the ‘Corporate Governance Report of the Company which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Act ("Act"), the Board of Directors, to the best of its knowledge and belief and according to the information and explanations obtained by it, hereby states that: i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; ii. that the Directors had 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 at the end of the Financial Year and of the profit and loss of the Company for that period; 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; vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairman and Executive Directors was also carried out by the Independent Directors in their meeting held on February 12, 2025.

Similarly, the performance of various committees, individual Independent and Executive Directors were evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors. The evaluation criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS:

The Company has an appropriate and balanced mix of Executive, Non-Executive, and Independent Directors to ensure the independence of the Board. This composition facilitates a clear separation between the Boards governance responsibilities and the Companys management functions, thereby enhancing overall effectiveness and accountability in decision-making. Details of the Nomination and Remuneration Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The Companys policy on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director, and other related matters as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Companys website at https://simmondsmarshall.com/investors/#tab-id-10.

We afirm that the remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of the Company. The salient features of the policy include serving as a guideline for matters related to the appointment and re-appointment of Directors, Key Managerial Personnel, and Senior Management Personnel; providing guidelines for determining the qualifications, positive attributes, and independence of Directors; and laying down the criteria for Board membership, among other provisions.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which is also available on Companys website https://simmondsmarshall.com/investors/#tab-id-10. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company had approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. All related party transactions are placed before the Audit Committee for review and approval.

In terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the year under review, were in ordinary course of the business and on an arms length basis. There was no material related party transactions entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC 2. Members may refer to Note No. 41 of the financial statements which sets out related party disclosures pursuant to IND-AS-24.

AUDITORS & AUDITORS REPORT: a) Statutory Auditor

M/s. Lodha & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301051E) were appointed as the Statutory Auditors of the Company at the 62^nd AGM held on September 21, 2022 to hold office from the conclusion of the said meeting till the conclusion of the 67^th AGM to be held in the year 2027, in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Details of the remuneration paid to M/s. Lodha & Co. LLP, Chartered Accountants, Statutory Auditors, during the financial year 2024-25 are disclosed in the Financial Statements of Company, which are part of the Annual Report.

During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India. The Audit Committee reviews the independence and objectivity of the statutory auditors and the effectiveness of the Audit process The Report given by M/s. Lodha & Co. LLP, Chartered Accountants, on the financial statements of the Company for the Financial Year 2024-25 is a part of the Annual Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

During the financial year under review, the Auditors did not report any matter under Section 143(12) of the Companies Act 2013; consequently, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013. b) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee re-appointed M/s. Kirtane & Pandit LLP, Chartered Accountants (having Firm Registration Number: 105215W/W100057) as Internal Auditors of the Company for the Financial year 2025-26.

c) Secretarial Auditor

In compliance with Regulation 24A of the SEBI Listing Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board at its meeting held on August 12, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. GMJ & Associates, Company Secretaries, a peer reviewed firm (Peer Review Certificate No.: 6140/2024) as Secretarial Auditors of the Company for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to approval of the Members at the ensuing AGM.

Brief profile and other details of M/s. GMJ & Associates, Company Secretaries, are disclosed in the AGM Notice approved by the Board. They have given their consent to act as Secretarial Auditors of the Company and have confirmed their eligibility for the appointment. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

The Secretarial Audit Report is annexed as "Annexure A" and forms an integral part of this report. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

During the financial year under review, the Secretarial Auditors did not report any matter under Section 143(12) of the Companies Act, 2013; therefore, no details are required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013. d) Cost Auditor

The Company maintains cost records and conducts cost audits in compliance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

On the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240), as Cost Auditors to audit the cost accounts of the Company for the financial year 2025-26. The Company has received their written consent confirming that the appointment complies with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder. The Cost Auditors have confirmed their independence and that they are not disqualified from being appointed as Cost Auditors of the Company under Section 141 of the Companies Act, 2013.

The remuneration of the Cost Auditors has been approved by the Board of Directors based on the recommendation of the Audit Committee and in accordance with the provisions of the Companies Act, 2013 and the applicable rules thereunder. The requisite resolution for rati_cation of the remuneration payable to the Cost Auditors by the members has been included in the Notice convening the 65^th Annual General Meeting of the Company. The Cost Audit Report for the financial year 2024 did not contain any qualifications, reservations, adverse remarks, or disclaimers.

The Report of the Cost Auditors for the financial year ended March 31, 2025 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As per the Companies Act, 2013, all Companies having net worth of Rs. 500 crores or more, or turnover of Rs. 1,000 crores or more or a net profit of Rs. 5 crores or more during immediately preceeding financial year shall spend at least 2% of the average net profits of the Companys three immediately preceeding financial years. In this connection, we wish to inform you that as on last audited Financial Statements for the year ended 31^st March, 2024 neither the net worth exceeds Rs. 500 crores nor turnover exceed Rs. 1000 crores nor net profit exceeding Rs. 5 crores therefore, the provisions of Companies Act 2013 regarding CSR are not applicable to the Company. Thus, report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be annexed.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct deals with ethical issues and also fosters a culture of accountability and integrity. The Code made in accordance with the requirements of the Listing Regulations has been posted on the Companys website https://simmondsmarshall.com/investors/#tab-id-1.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

INTERNAL FINANCIAL CONTROLS:

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term enhancement of corporate value. Accordingly, the Company continuously strives to strengthen these structures, recognizing that a robust internal control framework serves as a key pillar of sound corporate governance.

The scope of audit activities is broadly determined by the annual audit plan, which is approved by the top management and the Audit Committee. The Internal Auditors conduct regular reviews of the internal systems and procedures, and submit reports outlining their findings. They also monitor the implementation of corrective actions to ensure the effectiveness and continual improvement of the internal control framework.

The Audit Committee of the Board of Directors periodically reviews the adequacy and effectiveness of the internal financial control system of the Company. Based on its assessment, the Committee provides recommendations to enhance and strengthen the internal control mechanisms, thereby ensuring reliability and integrity of financial reporting and compliance with applicable laws and regulations.

Based on the internal financial control and compliance procedures established and maintained by the Company, along with the work carried out by the internal auditors & statutory auditors including their audit of internal financial controls—and the reviews conducted by the management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the financial year 2024-25.

The Company has adopted comprehensive policies and procedures to ensure the orderly and efficient conduct of its business operations. These encompass adherence to established policies, safeguarding of assets, prevention and detection of fraud and errors, ensuring the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures.

RISK MANAGEMENT POLICY:

The Company has implemented a Risk Management Policy approved by the Board of Directors, which establishes a comprehensive framework for identifying and assessing various risks, including operational, strategic, financial, regulatory, and human resource risks. This policy ensures the development of adequate risk management infrastructure to effectively address these risks. The Audit Committee oversees financial risks, controls, and cyber security. Major risks identified across different business units and functions are systematically managed through continuous mitigating actions. The risk management framework is regularly reviewed, with the Management consistently monitoring its development and implementation. Furthermore, the Company has established a robust internal audit function that systematically reviews and ensures the ongoing effectiveness of its internal financial controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Companies Act, 2013 (‘Act), and Regulation 22 of the SEBI Listing Regulations, the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is afirmed that no personnel of the Company have been denied access to the Audit Committee. During the year under review, the Company did not receive any complaints under the Vigil Mechanism/Whistleblower Policy. The Whistle Blower Policy has been posted on the website of the Company https://simmondsmarshall.com/investors/#tab-id-10.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act and the Rules framed thereunder. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same is available on the Companys website at https://simmondsmarshall.com/investors/#tab-id-10. All employees (permanent, contractual, temporary and trainees, etc.) are covered under this Policy.

Sl. No. Particulars	Number of Complaints
1. Number of complaints filed during the financial year	Nil
2. Number of complaints disposed off during the financial year	Nil
3. Number of complaints pending at the end of the financial year	Nil

MATERNITY BENEFIT ACT, 1961:

The Company ensures that all eligible women employees are provided with maternity benefits in accordance with the Act, including but not limited to paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

INVESTOR EDUCATION & PROTECTION FUND (IEPF) & NODAL OFFICER:

Pursuant to the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,57,045/- in respect of Financial Year 2016-17.

Further, Pursuant to provision 124(6) of the Act and IEPF Rules, during the financial year 2024-25, 14,600 Equity shares were transferred in respect of which dividend has not been claimed by the members for the Financial Year 2016-17. Details of such shares transferred have been uploaded on the website of the Company at https://simmondsmarshall.com/investors/#tab-id-12.

Nodal Officer

The Company has appointed Ms. Surbhi Khandelwal, Company Secretary & Compliance Officer of the Company as the Nodal Officer with effect from June 1, 2023, for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The Company has appointed Mr. Jimmy B. Zaiwalla as the deputy nodal officer with effect from March 1, 2024. The said details are also available on the website of the Company i.e. https://simmondsmarshall.com/investors/#tab-id-12. Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at secretarial@simmondsmarshall.com or to the Companys Registrar and Transfer Agent MUFG Intime India Private Limited at rnt.helpdesk@in.mpms.mufg.com or at their address at C- 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in SEBI Listing Regulations.

In terms of the provisions of Schedule V(C) of the SEBI Listing Regulations, a detailed Report on Corporate Governance forms part of this Annual Report. Further, though for better readability and easy reference of the Shareholders, a Certificate from the Secretarial Auditors of the Company confirming compliance with the requirements of Corporate Governance as specified in SEBI Listing Regulations is provided together with the Report on Corporate Governance, the same shall be considered to be an annexure to this Report.

Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure.

HEALTH, SAFETY AND ENVIRONMENT:

The Company is aware of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE657D01021.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure ‘B and forms part of this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘C and forms an integral part of this Annual Report. Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in terms of the first provision of Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company secretary to email ID secretarial@simmondsmarshall. com, whereupon a copy would be sent.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations is not applicable to the Company for the financial year ending March 31, 2025.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There were no proceedings, either initiated by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

THE DETAILS OF 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 ALONG WITH THE REASONS THEREOF.

No such transaction is done by the Company during the year under review.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has implemented an adequate system to ensure compliance with all applicable and mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, and the system is operating effectively.

LISTING:

The Companys Shares are listed on BSE Limited and the Company ensures timely payment of the requisite listing fees to the stock exchange.

CREDIT RATING:

The particulars of the Credit Rating are detailed in the Corporate Governance Report, which forms part of this Annual Report

APPRECIATION:

The Directors sincerely appreciate the assistance and co-operation extended by banks, government, customers, vendors, and investors during the year under review. They also wish to express their gratitude for the efficient and loyal services rendered by every employee, acknowledging that it is through their dedicated efforts that the Companys overall performance has been achieved. The Directors look forward to the long-term future with confidence and deeply value the contributions made by every member of the Company.