GRUPO SIMEC Affirms Robust Internal Controls Post-SEC Review

TL;DR

**SIM's 20-F/A solidifies investor confidence with confirmed effective internal controls, signaling a green light for stability.**

AI Summary

GRUPO SIMEC, S.A.B. de C.V. (SIM) filed an Amendment No. 1 to its Annual Report on Form 20-F for the fiscal year ended December 31, 2024, primarily to address comments from the SEC regarding internal controls. The amendment specifically updates Part II - Item 15A, focusing on Disclosure Controls and Procedures. Both the principal executive officer (CEO) and principal financial officer (CFO) concluded that the company's disclosure controls and procedures were effective as of December 31, 2024. Management also determined that internal controls over financial reporting were effective on December 31, 2024, based on the COSO 2013 framework. This assessment was independently audited by Marcelo de los Santos y Ca., S.C., a member of Moore Global Network, which issued an unqualified opinion on the effectiveness of internal control over financial reporting as of December 31, 2024. The amendment includes new certifications from the CEO and CFO under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as Exhibits 12.1, 12.2, and 13.1. Importantly, this filing does not alter the consolidated financial statements or any other disclosures from the original Form 20-F filed on May 15, 2025, and there were no changes in internal control over financial reporting during 2024.

Why It Matters

This 20-F/A filing is crucial for investor confidence, as it confirms GRUPO SIMEC's adherence to regulatory standards regarding financial reporting integrity. The explicit affirmation by both the CEO and CFO, coupled with an unqualified audit opinion from Marcelo de los Santos y Ca., S.C., signals strong corporate governance. For employees, it reinforces stability and a commitment to transparent operations. Customers benefit from a company demonstrating financial reliability. In a competitive landscape, strong internal controls can differentiate SIM from peers, potentially attracting more institutional investment and reducing perceived risk in the broader market.

Risk Assessment

Risk Level: low — The risk level is low because GRUPO SIMEC filed this amendment in direct response to SEC comments, demonstrating proactive compliance. Both the CEO and CFO concluded that disclosure controls and procedures were effective as of December 31, 2024, and an independent auditor, Marcelo de los Santos y Ca., S.C., issued an unqualified opinion on the effectiveness of internal control over financial reporting as of the same date. This indicates a strong control environment with no material weaknesses identified.

Analyst Insight

Investors should view this filing as a positive signal, reinforcing the reliability of GRUPO SIMEC's financial statements. This compliance update reduces regulatory uncertainty, suggesting that SIM is a stable investment in its sector. Consider this a confirmation of operational integrity, allowing focus to shift to core business performance.

Key Numbers

• December 31, 2024 — Fiscal year end (Date for which internal controls were assessed as effective)
• May 15, 2025 — Original Form 20-F filing date (Date of the initial filing being amended)
• October 1, 2025 — Amendment No. 1 signing date (Date the CEO and CFO signed the amended filing)
• 461,004,869 shares — Series B Common Stock outstanding (As of December 31, 2024, indicating company size)

Key Players & Entities

• GRUPO SIMEC, S.A.B. de C.V. (company) — Registrant filing the 20-F/A
• SEC (regulator) — Issued comments leading to the 20-F/A amendment
• Mario Moreno Cortez (person) — Principal Financial Officer (CFO) and Finance Coordinator
• Sergio Vigil Gonzalez (person) — Chief Executive Officer (CEO)
• Marcelo de los Santos y Ca., S.C. (company) — Independent registered public accounting firm
• Moore Global Network (company) — Network affiliation of the independent auditor
• Sarbanes-Oxley Act of 2002 (regulator) — Legislation requiring certifications (Sections 302 and 906)
• Committee of Sponsoring Organizations of the Treadway Commission (COSO) (company) — Issuer of the Internal Control Framework (2013)

FAQ

Industry Context

Grupo SIMEC operates in the steel industry, a sector characterized by cyclical demand, commodity price volatility, and significant capital investment requirements. The industry is influenced by global economic conditions, infrastructure spending, and trade policies. Competition is often regional, with companies vying for market share based on production capacity, product diversification, and cost efficiency.

Regulatory Implications

The filing highlights the company's adherence to U.S. securities regulations, particularly the Sarbanes-Oxley Act. The SEC's review process underscores the importance of robust internal controls and transparent financial reporting for listed companies. Failure to maintain effective controls could lead to increased scrutiny, potential penalties, and damage to investor confidence.

What Investors Should Do

1. Review the specific SEC comment letters (dated August 19, 2025, and September 17, 2025) if available, to understand the precise nature of the SEC's concerns regarding internal controls.
2. Monitor future filings for any ongoing discussions or follow-ups with the SEC regarding internal controls.
3. Note that this amendment does not change the financial statements or other disclosures from the original 20-F filing.

Key Dates

• 2024-12-31: Fiscal year end and assessment date for internal controls — This is the date as of which the effectiveness of disclosure controls and procedures, and internal control over financial reporting, were evaluated and deemed effective.
• 2025-05-15: Original Form 20-F filing date — This is the date the initial annual report was filed, which is now being amended.
• 2025-10-01: Amendment No. 1 signing date — This is the date the CEO and CFO signed the certifications accompanying the amended filing, indicating their current assessment.
• 2025-08-19: SEC comment letter date — This date marks the beginning of the SEC's request for clarification and amendment regarding internal controls.
• 2025-09-17: SEC comment letter date — This date indicates a follow-up communication from the SEC, further prompting the amendment to the 20-F filing.

Glossary

Disclosure Controls and Procedures

Processes designed to ensure that information required to be disclosed in SEC filings is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms. (The effectiveness of these controls was a primary focus of the SEC's comments and the subsequent amendment.)

Internal Control over Financial Reporting (ICFR)

A process designed by, or under the supervision of the company's principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. (Management's assessment and the independent auditor's attestation on ICFR were key components of the original filing and the amendment.)

COSO 2013 Framework

The 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which provides criteria for management to assess the effectiveness of internal control over financial reporting. (This framework was used by Grupo SIMEC's management to evaluate the effectiveness of its internal controls.)

Sarbanes-Oxley Act of 2002 (SOX)

A U.S. federal law that mandates certain practices in financial and management reporting and disclosures. (The amendment includes new certifications from the CEO and CFO under Sections 302 and 906 of SOX.)

Form 20-F/A

An amendment to a Form 20-F, which is the annual report filed by foreign private issuers with the U.S. Securities and Exchange Commission. (This filing is an amendment to the original 20-F, specifically addressing SEC comments on internal controls.)

Year-Over-Year Comparison

This Amendment No. 1 to the Form 20-F does not alter the consolidated financial statements or any other disclosures from the original Form 20-F filed on May 15, 2025. Therefore, there are no changes in key financial metrics or previously reported risks to compare against. The primary purpose of this filing is to address specific SEC comments regarding the disclosure and effectiveness of internal controls over financial reporting as of December 31, 2024, and to include updated certifications.

Filing Documents

• ea0259736-20fa1_grupo.htm (20-F/A) — 71KB
• ea025973601ex12-1_grupo.htm (EX-12.1) — 10KB
• ea025973601ex12-2_grupo.htm (EX-12.2) — 9KB
• ea025973601ex13-1_grupo.htm (EX-13.1) — 3KB
• 0001213900-25-094938.txt ( ) — 316KB
• simecb-20241231.xsd (EX-101.SCH) — 3KB
• simecb-20241231_def.xml (EX-101.DEF) — 17KB
• simecb-20241231_lab.xml (EX-101.LAB) — 36KB
• simecb-20241231_pre.xml (EX-101.PRE) — 18KB
• ea0259736-20fa1_grupo_htm.xml (XML) — 8KB

Controls and Procedures

Item 15. Controls and Procedures 1 PART III 3

Exhibits

Item 19. Exhibits 3

Signatures

Signatures 4 i PART II Item 15. Controls and Procedures A. Disclosure Control and Procedures Our principal executive officer (CEO) and our principal financial officer (CFO), after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this annual report, have concluded that, as of such date, our disclosure

controls and procedures were effective

controls and procedures were effective. B. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act, and for its assessment of the effectiveness of internal control over financial reporting. In making this assessment, it used the criteria established in the Internal Control Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our internal control system is designed to provide reasonable assurance as to the reliability of the published financial statements under applicable International Financial Reporting Standards. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurances with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness of the internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Marcelo de los Santos y Ca., S.C., a member of Moore Global Network, independent registered public accounting firm, as stated in their report which appears in Item 15.C as required by item 15.B(4) of Form 20-F. Our management was able to assess the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013) in the Internal Control - Integrated Framework. Based on its assessment a

Exhibits

Item 19. Exhibits Pursuant to the rules and regulations of the SEC, we have filed certain agreements as exhibits to this annual report on Form 20-F. Documents filed as exhibits to this annual report: Exhibit Number Item 1.1 Amended and Restated by-laws (estatutos sociales) of the registrant, translated into English (incorporated herein by reference to Exhibit 1.1 to the annual report for the fiscal year ended December 31, 2021 filed with the SEC on May 18, 2022). 2.1 Form of Amended and Restated Deposit Agreement among the registrant, The Bank of New York, and all Holders and Beneficial Owners from time to time of any American Depositary Shares.** 2.2 Form of American Depositary Receipt.** 2.3 Description of American Depositary Shares. 4.1 Stock Purchase Agreement by and Among PAV Republic, Inc., The Shareholders of PAV Republic, Inc., SimRep Corporation and Industrias C.H., S.A. de C.V.* 4.2 Stock Purchase Agreement, dated as of February 21, 2008, among the Sellers (as defined therein) and Grupo Simec, S.A.B. de C.V. relating to the acquisition of 100% of the shares of Grupo San.*** 8.1 List of significant subsidiaries, their jurisdiction of incorporation and names under which they do business. 12.1 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2 Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13.1 Certifications of chief executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation LinkbaseDocument. 101.DEF Inline XBRL Taxonomy Extension Definition LinkbaseDocument. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

SIGNATURES

SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. GRUPO SIMEC, S.A.B. DE C.V. By: /s/ Sergio Vigil Gonzalez Sergio Vigil Gonzlez Chief Executive Officer By: /s/ Mario Moreno Cortez Mario Moreno Cortez Finance Coordinator Dated: October 1, 2025 4

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View this 20-F/A filing on SEC EDGAR