Simca Advertising Ltd Directors Report

To, The Members, Simca Advertising Limited Bungalow No. C- 6, Swami Samarth Nagar, Roshanlal Nagar, 3rd Cross Lane, Andheri West, Mumbai City, Maharashtra, India - 400 053 Mumbai City, Maharashtra, India - 400 053

Your Directors have the pleasure in presenting their 4th Annual Report on the business and operations along with the Audited Financial Statements and Auditors Report of the Company for the period ended on March 31, 2026.

FINANCIAL SUMMARY/HIGHLIGHTS

The Companys financial performance on standalone basis is given hereunder:

(INR in Thousand)

Particulars	Financial Year ("FY") ended March 31, 2026	Financial Year ("FY") ended March 31, 2025
Revenue from Operation	1272181.00	728325.94
Other Income	6173.55	1458.23
Operating Profit (before interest, depreciation and tax)	1278354.55	729784.17
Operational Expenses	922029.35	540185.93
Employee Benefit Expenses	25960.76	16900.78
Depreciation	7494.63	1278.25
Finance Costs	209.59	175.91
Other Expenses	94833.51	70093.40
Impact of Labour Codes	78.41	-
Profit/(Loss) before Tax	227748.29	101149.90
Tax Expense	61591.55	27386.79
Profit/(Loss) after Tax	166156.74	73763.11

FINANCIAL PERFORMANCE

The operating revenue of the Company stood at INR 1278354.55 Thousand in FY 2026 compared to INR 729784.17 Thousand in FY 2025. The profit in FY 2026 is INR 166156.74 Thousand as compared to a profit of INR 73763.11 Thousand in FY 2025.

TRANSFER TO RESERVES

The Board of Directors of your Company have decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND

The Board of Directors of your Company have not recommended any dividend for the year under review.

UNPAID DIVIDEND & IEPF

The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and as on the date of this report no amount is lying in Unpaid Dividend A/c of the Company.

BUSINESS AND PROJECT OVERVIEW

Simca continues to offer 360 degree marketing solutions offering diverse range of services that extends beyond outdoor advertising.

CHANGE IN NATURE OF BUSINESS

During the period under review, there was no change in the nature of business of the Company.

CAPITAL STRUCTURE

Authorised Capital

As on March 31, 2026, the Company has Authorized Share Capital of Rs. 20,00,00,000 (Rupees Forty- Three Crore only) bifurcated as stated below:

Types of Shares	No. of Shares	Face value (in Rs.)	Total (in Rs.)
Equity	2,00,00,000	10/-	20,00,00,000

Paid-up Share Capital

As on March 31, 2026, the Company has a paid- up Share Capital of Rs. 8,80,00,000 (Rupees Eight Crores Eighty Lakhs Only) bifurcated as stated below:

Types of Shares	No. of Shares	Face value (in Rs.)	Total (in Rs.)
Equity	88,00,000	10/-	8,80,00,000

Your Company has made a Bonus Issue of 87,50,000 Equity Shares in the ratio of 175 Equity Shares per 1 Equity Shares as on May 28, 2025.

SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURE COMPANIES

Your Company does not have Subsidiaries, Joint Ventures, or Associate Companies as on March 31, 2026.

MATERIAL CHANGES POST MARCH 31, 2026

Your Company has issued 31,71,600 equity at the face value of Rs. 10/- each within the price band of Rs. 174 to Rs. 183 totaling to a public issue Rs. 58.04 Crores. The Equity Shares of your company are successfully listed on the Emerge platform of National Stock Exchange (NSE) since May 15, 2026. Your Company is thankful to each and every stakeholder who has trusted and invested in the Company making a concrete going concern.

DEPOSITS

The Company had not accepted any deposits from the public/ shareholders within the meaning of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has documented a comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with the policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalized system of control facilitates effective compliance as per relevant provisions of the Companies Act, 2013, and any other applicable Law(s) and provisions.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. F A Ansari & Co, Chartered Accountants, (Firm registration no: 100504W), were appointed as the Statutory Auditors of your Company at the Annual General Meeting ("AGM") held on September 29, 2023 for a period of 5 (five) years and to hold the office till the conclusion of the Annual General Meeting to be held for financial year 2027- 2028.

The Statutory Audit Report does not contain any qualification, reservation, adverse remark or disclaimer hence does not require any clarification. Further, the notes to accounts referred to in the Auditors Report are self- explanatory.

Fraud Report by Auditor

No fraud has been reported by the Auditors of the Company in the course of the performance of their duties and hence no reporting was required to be made to the Audit Committee or the Central Government as required pursuant to sub- section 12 of Section 143 of the Companies Act, 2013.

Cost Auditors

Cost AuditorsCost Audit is not applicable on the Company for financial year 25- 26 as the Company does not fall under the criteria as prescribed under Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014.

Maintenance Of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has maintained Cost Records under said Rules.

Secretarial Auditors

Secretarial Auditors Secretarial Audit is not applicable to the Company for financial year 2025- 26 as the Company does not fall under the criteria prescribed under Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, your directors, at its meeting held on May 29, 2026 had appointed M/s SARK & Associates LLP as the secretarial auditors of the Company as the Company falls under the criteria prescribes under Section 204 from the FY 2026- 27 to the FY 2030- 31, subject to the approval of members in ensuing Annual General Meeting of the Company.

Internal Auditor

During the year under review, your company is not required to appoint an Internal Auditor.

EXTRACT OF ANNUAL REPORT:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2025 is available on the Companys website www.simcaadvertising.com

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - A.

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure B which forms part of this Report.

PARTICULARS OF EMPLOYEES

There are total 31 no. of employees in your company. The gender segmentation of our work force are as under

Segment	Total No.
Male	20
Female	11
Total	31

DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors

The Board of Directors as on date of report comprises of the following:

S. No Name	Designation
1. Mr. Fahim Batliwala	Managing Director
2. Ms. Ashma Batliwala	Non – Executive Director
3. Mr. Zameer Ahmed Mistry	Director
4. Mr. Dhirendra Tripathi	Independent Director
5. Mr. Ashish Chawla	Independent Director

Changes in the Board

Ms. Seema Agarwal was appointed as an Independent Director of the Company with effect from June 16, 2025.

Ms. Seema Agarwal resigned from the post of Independent Director with effect from July 25, 2026

Key Managerial Personnel

The Key Managerial Personnel as on the date of this Report comprises as below:

S. No Name	Designation
1. Mr. Sayyed Sharuq	Chief Financial Officer
2. Ms. Pooja Sanjiv Hindia	Company Secretary

1. Ms. Pooja Sanjiv Hindia was appointed as a Company Secretary of the Company with effect from May 02, 2025.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2025- 26, 15 (Fifteen) Board meetings were duly convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The dates on which these meetings were held are April 15, 2025; May 02, 2025; May 26, 2025; May 28, 2025; June 14, 2025; June 16, 2025; June 20, 2025; June 27, 2025; August 16, 2025; October 10, 2025; December 15, 2025; February 15, 2026; March 16, 2026; March 26, 2026; and March 30, 2026

Table of Attendance:

Sr. No. Name of Directors	Designation	No. of Board Meetings Entitled	No. of Board Meetings Attended
1. Mr. Fahim Batliwala	Managing Director	15	15
2. Ms. Ashma Batliwala	Director	15	15
3. Mr. Zameer Ahmed Mistry	Director	15	15
4. Mr. Ashish Chawla	Non – Executive Independent Director	15	9
5. Ms. Seema Agarwal	Non – Executive Independent Director	10	4
6. Mr. Dhirendra Tripathi	Non – Executive Independent Director	15	15

MEETINGS OF COMMITTEES

The Company has four committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

1. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013. Composition of Audit Committee is as under:

Sr. No. Name	Designation
1. Dhirendra Tripathi	Chairman
2. Ashish Chawla	Member
3. Fahim Batliwala	Member

Pursuant to resignation of Ms. Seema Agarwal, the Audit Committee was reconstituted as on August 01, 2026.

Moreover, the Committee has met 4 times during the year to undertake the decisions which otherwise are a tedious job to be undertaken without their guidance. The dates on which these meetings are held are June 25, 2025; December 15, 2025; February 15, 2026 and March 24,2026

Sr. No. Name of Directors	Designation	No. of Board Meetings Entitled	No. of Board Meetings Attended
1. Ms. Seema Agarwal	Chairman	4	4
2. Mr. Ashish Chawla	Member	4	4
3. Mr. Fahim Batiwala	Member	4	4

2. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013. Composition of Nomination and Remuneration Committee is as under:

Sr. No. Name	Designation
1. Dhirendra Tripathi	Chairman
2. Ashish Chawla	Member
3. Ashma Batiwala	Member

Moreover, the Committee has met 1 time during the year to undertake the decisions which otherwise are a tedious job to be undertaken without their guidance. The date on which this meeting is held was October 02, 2025.

Sr. No. Name of Directors	Designation	No. of Board Meetings Entitled	No. of Board Meetings Attended
1. Mr. Dhirendra Tripathi	Chairman	1	1
2. Mr. Ashish Chawla	Member	1	1
3. Ms. Ashma Batiwala	Member	1	1

As per the provisions of the Companies Act, 2013 and in line with SEBI Listing Regulations, the Company has in place its Nomination and Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non- Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub- section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual directors including the chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.simcaadvertising.com

3. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 178(5) and (6) of the Companies Act, 2013. Composition of Stakeholder Relationship Committee is as under:

Sr. No. Name	Designation
1. Ashma Batliwala	Chairman
2. Dhirendra Tripathi	Member
3. Fahim Batliwala	Member

Further the Committee members met 01 time during the year for conducting the Meeting. The date on which this meeting was held was February 15, 2026.

Sr. No. Name of Directors	Designation	No. of Board Meetings Entitled	No. of Board Meetings Attended
1. Ms. Ashma Batliwala	Chairman	1	1
2. Mr. Dhirendra Tripathi	Member	1	1
3. Mr. Fahim Batliwala	Member	1	1

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of the Company is constituted under the provisions of section 135 of the Companies Act, 2013. Composition of Corporate Social Responsibility Committee is as under:

Sr. No. Name	Designation
1. Ashish Chawla	Chairman
2. Fahim Batliwala	Member
3. Zameer Mistry	Member

Further the Committee members met 01 time during the year for conducting the Meeting. The date on which this meeting was held was March 09, 2026.

Sr. No. Name of Directors	Designation	No. of Board Meetings Entitled	No. of Board Meetings Attended
1. Mr. Ashish Chawla	Chairman	1	1
2. Mr. Fahim Batliwala	Member	1	1
3. Mr. Zameer Mistry	Member	1	1

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the society, by contributing to the social, economic and environmental development of the society at large.

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company on the basis of Audited financial Result as on 31st March, 2025.

Further the Board of directors has also approved the CSR policy formulated in accordance with the Act (as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the Investor section on the website of the Company at link www.simcaadvertising.com

Disclosure on CSR activities forming part of this Report is attached as Annexure - C.

RISK MANAGEMENT

A risk management plan is framed to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non- business risks. This plan seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk plan defines the risk management approach across the Company at various levels including documentation and reporting.

VIGIL MECHANISM / WHISTLE BLOWER

The Company follows a robust Vigil mechanism framework and is governed by Code of Business Conduct & Ethics adopted by the Company. The Whistleblower Policy is the mechanism to help the directors, employees of the Company and all external Stakeholders to raise their concerns about any malpractice, impropriety, abuse or wrongdoing at an early stage and in the right way, without fear of victimization, subsequent discrimination or disadvantage.

The Policy encourages raising concerns within the Company rather than overlooking a problem. For all violations of the Code except anti- bribery/anti- corruption, insider trading and sexual harassment, report on the ethics E- Mail ID: info@simcaadvertising.com. For anti- bribery/anti- corruption violations, report on the ethics helpline channels mentioned above, or reach out to the Compliance Officer. For sexual harassment related violations, write to the Internal Committee, at info@simcaadvertising.com.

The Whistleblower Policy also contains mechanism of redressal available for Directors, employees of the Company and all external Stakeholders, if they feel that they had been retaliated against, due to disclosure of concern. No person has been denied access to Board.

The Whistleblower Policy has also been extended to external Stakeholders like Vendors, Customers, etc.

During the financial year, there were no incidents reported.

GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2025- 26 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 2025- 26 will also be available on the Companys website www.simcaadvertising.com

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, since your Company is listed on Emerge Platform of National Stock Exchange. Corporate Governance Report is not applicable.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is www.simcaadvertising.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities and is exempted under Section 186(11) of the Companies Act, 2013. Except as disclosed in the financial statements, there are no investments held by the Company as per Section 186(1) of the Companies Act, 2013 to be disclosed.

RELATED PARTY TRANSACTIONS

The Companys major related party transactions are generally within the group and may be referred to in the Financial Statements. The Company has a process in place to periodically review and monitor related party transactions. All the contracts/ arrangements/ transactions entered into by the Company during the financial year with related parties were in compliance of Section 188 of the Companies Act, 2013 and Rules framed thereunder. The Board of Directors has approved all the related party transactions for the financial year 2025- 26 to the extent applicable.

All the related party transactions entered during the financial year were in ordinary course of business and on an arms length basis. There were no material contracts/ arrangements entered into by the Company during the period under review. The details of the transactions entered is attached as Annexure - D for the reference.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaint Committee (ICC) constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

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

During the year, there were no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

DETAILS OF PROCEEDINGS UNDER PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year, there were no applications made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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

Information under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as follows:

I. Conservation of Energy

i. the steps taken or impact on conservation of energy ii. the steps taken by the company for utilizing alternate sources of energy iii. the capital investment on energy conservation equipments

Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques.

II. Technology Absorption

i. the efforts made towards technology Company continues to evolve and incorporate absorption innovative solutions using technology across entire spectrum of business functions including pre- bid, construction and post construction Operation and Management activities.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution

The Company is getting benefits by using the latest technology for innovation and improving the quality of its services.

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

Not Applicable

iv. the details of technology (imported during the last three years reckoned from the beginning of the financial year)

the details of technology imported

the year of import;

whether the technology been fully absorbed if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

v. the expenditure incurred on Research and Development.

Not Applicable

III. Foreign Exchange Earning and outgo

There were no Foreign Exchange earnings and outgo during the period under review.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees (if any) during the year.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights, hence no information is furnished as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review, hence no information is furnished as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review, hence no information is furnished as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non- exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a. In the preparation of the Annual Accounts for the financial year ended on March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. 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 March 31, 2026, and of the loss of the company for the same period; c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors had prepared the annual accounts on a going concern basis; and e. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

During the year under review, there was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co- operation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, customers and suppliers, among others. The directors look forward to their continued support in future.

For and on behalf of the Board of Directors Simca Advertising Limited

Fahim Batliwala Managing Director DIN - 07559537

Zameer Mistry Director DIN - 09642620

Date: August 22, 2026 Place: Bungalow No. C- 6, Swami Samarth Nagar, Roshanlal Nagar, 3rd Cross Lane, Andheri West, Mumbai City, Maharashtra, India - 400 053