డైరెక్టర్ల నివేదిక Simca Advertising Ltd.

Mar 31, 2025

We are Pleased to present the 3rd Annual Report of Simca Advertising Limited along
with the Company''s Audited Financial Statement for the Financial Year ended 31^st
March 2025.

FINANCIAL SUMMARY

FINANCIAL OPERATIONS	2024-25	2023-24
TOTAL INCOME	7,29,784.17	4,73,577.15
Less: Expenses for the year after charging all working expenses including salaries, P/F interest but before	(6,28,634.27)	(4,15,690.46)
providing of Depreciation Less: Depreciation for the year	(1,278.25)	(35.49)
NET PROFIT (LOSS) BEFORE TAXATION	1,01,149.90	57,886.70
Less: Provision for Taxation (including DTA/DTL)	(27,386.79)	(14,941.72)
NET PROFIT (LOSS) FOR THE YEAR AFTER TAXATION	73,763.11	42,944.98
Less: Dividend on Equity Shares	0.00	0.00
NET PROFIT FOR THE YEAR AFTER DIVIDEND	73,763.11	42,944.98

STATE OF AFFAIRS

During the year under review, the total Income of the Company was Rs. 7,29,784.17/- (in
thousand) whereas the total income of the Previous Year is Rs. 4,73,577.15/- (in
thousand). During the period, the Company has earned a Net Profit after tax of Rs.
73,763.11/- (in thousand) compared to Rs 42,944.98/- (in thousand) in the Previous Year
which shown the Increase.

RESERVE AND SURPLUS

During the F.Y 2024-25, no amount was transferred to the General Reserve of the
Company.

SHARES

The Company incorporated on 17^th June, 2022 and issued 50,000 Equity Shares of Face
Value of Rs. 10/- each. During the Year under Review, the Company has reduced its Paid
Up (Split) Per Share by Rs. 5/- each on 30/09/2024. Further, the Company has increased
it Paid Up (Consolidation) Per Share by Rs. 5/- each on 02/12/2024.

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 2025.

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.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business carried on by the Company during the
said Financial Year.

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 these financial statements
relate on the date of this report.

SHARE CAPITAL

During the Financial Year 2024-25, the Company has increased it Authorised Share
Capital. The Details of the same is as under;

At the beginning of the Year, the Authorised Share Capital of the Company was Rs
60,00,000/- (Comprising of 6,00,000 equity shares of face value of Rs 10 each) and with
a view to support the future expansion plans and to strengthen the capital structure of
the Company, the Authorised Share Capital was increased to Rs. 20,00,00,000/- (Rupees
Twenty Crores only), divided into 2,00,00,000 equity shares of 10/- each, pursuant to
the approval of the shareholders at the Extraordinary General Meeting held on 17^th
February 2025. Further, necessary filings were made with the Registrar of Companies in
compliance with applicable provisions of the Companies Act, 2013.

The issued subscribed and Paid-up equity share capital of the Company at the end of the
Year is Rs 5,00,000/- (Comprising of 50,000 equity shares of face value of Rs 10 each).
Please refer Note No 30 for more details regarding Split and Consolidation of Shares.
Details of Shareholders with Shares details are as follows;

Sr. No.	Shareholders Name	No. of Shares held
1.	Fahim Batliwala (Managing Director)	49,400
2.	Ashma Fahim Batliwala (Director)	100
3.	Zameer Ahmed Mistry (Director)	100
4.	Khairunisa Batliwala	100
5.	Farah Rashid Shaikh	100
6.	Sumeet Kamal Sharma	100

7.	Dimple P Chovatia	100
Total		50,000

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 Company''s operations in future.

REGISTERED OFFICE

The Registered office of the Company is located at Bungalow No C-6, Swami Samarth
Nagar, Roshanlal Nagar, 3rd Cross Lane, Andheri (W), Mumbai, Maharashtra, India,
400053

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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The composition of Board of Directors and Key Managerial Personnel (KMP) of the
Company as on March 31, 2025 were as follows:

Sr.No	Name of Director	Designation	Appointment/ Resignation	Date of Appointment/ Cessation/ Change in Designation
1.	Fahim Batliwala	Director	Resignation	17/06/2022
		Managing Director	Appointment	06/09/2024
2.	Zameer Ahmed Mistry	Executive Director	No Change	17/06/2022
3.	Ashma Damanwala	Director	Resignation	17/06/2022
		Non- Executive Director	Appointment	01/02/2025
4.	Ashish Gulshan Chawla	Additional Director	Appointment	23/01/2025
		Additional Director	Resignation	16/02/2025
		Independent Director	Appointment	17/02/2025
5.	Dhirendra Raghvendra Tripathi	Additional Director	Appointment	23/01/2025
		Additional Director	Resignation	16/02/2025
		Independent Director	Appointment	17/02/2025
6.	Sharuq Sayyed	Chief Financial Officer	Appointment	30/10/2024
			Resignation	30/10/2024
			Reappointment	01/11/2024

EXTRACT OF ANNUAL RETURN

In accordance with the amendment in the Companies Act, 2013, the Company is not
required to prepare the Extract of Annual Return in Form No. MGT-09.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

The Company is required to enter into various Related Parties Transactions as defined
under Section 188 of the Companies Act, 2013 with related parties as defined under
Section 2(76) of the said Act. Further all the necessary details of transaction entered
with the related parties are attached herewith in Form No. AOC-2 for your kind perusal
and information. Please refer Annexure I.

PARTICULARS OF EMPLOYEES

None of the top ten employees of the Company drew remuneration of Rs. 10,200/- (in
thousand) or more per annum or Rs. 850/- (in thousand) or more per month during the
year as per amendment by Ministry of Corporate Affairs dated 30th June, 2016. Hence,
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.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT REMUNERATION AND
DETERMINING QUALIFICATIONS ETC.

Disclosures requirement on Company policy on Directors'' 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.

Further, we have received declaration from the following Independent Directors as
required in 149(6) of the Companies Act, 2013 confirming their independence;

a) Mr. Dhirendra R Tripathi

b) Mr. Ashish. G. Chawla

None of the Directors are disqualified for being appointed as Director as specified in
Section 164 of the Companies Act, 2013. Pursuant to Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors
have registered with the Indian Institute of Corporate Affairs for inclusion of their names
in the Independent Directors Databank.

Key Managerial Personnel (KMP)

Sr. No.	Name	_____ Designation
1	Mr. Fahim Batliwala *	Managing Director
2	Mr. Sharuq Sayyed **	Chief Financial Officer

*Mr Fahim Batliwala was appointed as the Managing Director of the Company with
effect from 06/09/2024

** Mr. sharuq Sayyed was re-appointed as the Chief Financial Officer of the Company
with effect from 01/11/2024.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW.

The Board of Directors duly met Nine times on 05/04/2024, 03/06/2024, 06/09/2024,
04/10/2024, 30/10/2024, 23/11/2024, 23/01/2025, 19/02/2025 and 14/03/2025 the
Financial Year ended 31^st March, 2025 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. 24-25	AGM/ EGM
Mr. Fahim Batliwala	9/9	Yes
Mr. Zameer A. Mistry	9/9	Yes
Mrs. Ashma Fahim Batliwala	9/9	Yes
Mr. Dhirendra R Tripathi	2/2	Yes
Mr. Ashish. G. Chawla	2/2	Yes

Note: - Director''s appointment/Re-appointment / resignation during the financial
year:

During the financial year, Mr. Ashish Gulshan Chawla was appointed as an Additional
Director on 23rd January, 2025. He subsequently resigned from the position on 16th
February 2025, and was appointed as a Non-Executive Independent Director on 17th
February 2025.

During the financial year, Mr. Dhirendra Raghvendra Tripathi was appointed as an
Additional Director on 23rd January, 2025. He subsequently resigned from the position
on 16th February 2025, and was appointed as a Non-Executive Independent Director on
17th February 2025.

Video-conferencing facilities are also used to facilitate Directors travelling or 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, 2025, 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, 2025 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 ''going concern'' basis.

e) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such system is 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, 2025. 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, 2025.

BOARD''S COMMENT ON THE AUDITORS'' 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 Board''s 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 2024-25 as
provisions of Section 148 of the Companies Act, 2013 are not applicable on the
Company.

STATUTORY AUDITORS

At the Annual General Meeting held on 30th September, 2024 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 2025. 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, Chartered Accountants, (FRN 100504W) as Statutory Auditor
of the Company, is placed for ratification by the shareholders.

The 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 Auditor s 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

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a CSR
obligation of ^6,72,224/- for the financial year 2024-25. The Board of Directors confirms
that the Company has duly discharged its CSR obligation by contributing ^6,72,224/- to
Hashimi Public Charitable Trust, CSR No: CSR00009539, a registered trust eligible under
the Act, for the purpose of undertaking welfare activities primarily aimed at Promoting
Education, aligning with the activities specified under Schedule VII of the Companies Act,
2013. The Board remains committed to its social responsibilities and will continue to
support initiatives that contribute to social development.

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.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by the
Company or against the Company, which are pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other

Courts.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards issued by the institute of
Company Secretaries of India on Board and General Meetings.

VALUATION

Your Company has not taken any loan from Bank or Financial Institutions during the year
under review hence reporting 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 does not arise.

GREEN INITIATIVE

In compliance with Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Notice of the AGM along with the Annual Report
2024-25 is being sent only through electronic mode to those Members whose email
addresses are registered with the Company/ Depositories. Members may note that the

Notice and Annual Report 2024-25 will also be available on the Company s website
www.Simcaadvertising.com.

ACKNOWLEDGEMENTS

Your director''s place on records 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
acknowledge gratefully the shareholders for their support and confidence reposed on
your Company.

for and on behalf of the Board of Directors
of SIMCA ADVERTISING LTD. .

Fahim Batliwala Zameer Mistry

(Managing Director) (Director)

DIN 07559537 DIN 09642620

Date: 15^th April, 2025 Sharuq Sayyed

Place: Mumbai (Chief Financial Officer)