Simplex Infrastructures Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the One Hundredth and Seventh Annual Report of your Company ("the Company" or "Simplex") along with Companys Audited Financial Statements for the financial year ended 31st March, 2025.

Financial Results

The financial performance of the Company for the year ended 31st March, 2025 is summarized below:

	Standalone		Consolidated
Particulars	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Revenue from Operations	7,313	10,109	10,756	13,885
Earning before finance costs, tax, depreciation and amortization (EBITDA)	745	456	757	462
Less: Finance Costs	155	800	150	795
Less: Depreciation and amortization	543	691	548	697
Share of net profit/ (loss) of Associates and Joint Ventures accounted for using equity method	-	-	15	(4)
Profit /(loss) before exceptional items and tax	47	(1,035)	74	(1,034)
Exceptional Item	143	-	143	-
Profit/(loss) before tax	190	(1035)	217	(1,034)
Less: income tax expenses
Current Tax	38	5	41	9
Deferred Tax Charge/ (Credit)	60	(321)	60	(320)
Excess Current tax provision for earlier years written back (net)	(5)	-	(5)	-
Profit/ (loss) for the year	97	(719)	121	(723)
Attributable to:
Owners of the Company	97	(719)	116	(723)
Non-Controlling Interest	-	-	5	*
Other Comprehensive Income / (Loss) for the year, net of tax	(33)	37	(35)	35
Attributable to:
Owners of the Company	(33)	37	(35)	35
Non-Controlling Interest	-	-	*	*
Total Comprehensive Income/(Loss) for the year	64	(682)	86	(688)
Attributable to:
Owners of the Company	64	(682)	81	(688)
Non-Controlling Interest	-	-	5	*
Profit /(loss) for the period	97	(719)	116	(723)
Balance at the beginning of the year	(11,634)	(10,898)	(11,453)	(10,713)
Profit / (loss) available to owners for appropriation	(11,537)	(11,617)	(11,337)	(11,436)
Measurements of post-employment benefit obligations	(16)	(17)	(15)	(17)
Balance carried to Balance Sheet	(11,553)	(11,634)	(11,352)	(11,453)

Review of Operations

During the year under review, on standalone basis, revenue from operations were C 7,313 mns as against C10,109 mns in the previous year. The Company reported profit before exceptional items and tax of C 47 mns as against loss of C 1,035 mns in the previous financial year and net profit for the year was C 97 mns as against loss of C719 mns in previous financial year. Other Comprehensive loss for the year (net of tax) is C33 mns as against income of C 37 mns in the previous year. After considering other comprehensive income, total comprehensive income stood at C 64 mns as against loss of C 682 mns in the previous year.

On a consolidated basis, the revenue from operations was C 10,756 mns as against C 13,885 mns in the previous year. The Company reported profit before exceptional items and tax of C 74 mns as compared to loss of C1,034 mns in the previous year and profit for the year was C 121mns as against loss of C 723 mns in the previous year. Other Comprehensive loss for the year (net of tax) is C35 mns as against profit of C 35 mns in the previous year. After considering other comprehensive income, total comprehensive income stood at C86 mns as against loss of C 688 mns in the previous year.

Business Review

The Company is a diversified company established in 1924 and executing projects in several sectors like Transport, Energy & Power, Mining, Buildings, Marine, Real Estate etc. The Company has been closely associated with the countrys infrastructure building with over 3000 projects spanning almost all the gamut of construction industry. During the year under review, the Company bagged new orders amounting to approx C6500 mns in various vertical it operates making the order book above C 17000 mns as on 31st March, 2025.

Transfer to General Reserves

The Company has not transferred any amount to the General Reserves during the current financial year.

Dividend

The Board of Directors do not recommend any dividend for the Financial Year 2024-2025.

Material changes and commitments

There are no material changes or commitments affecting the financial position of the Company which occurred after March 31, 2025 till the date of this report except as mentioned under Resolution Plan and Preferential Issue of this report.

Deposits

During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section

73 of the Companies Act, 2013 ("the Act"). Pursuant to the Ministry of Corporate Affairs (MCA) notification amending the Companies (Acceptance of Deposits) Rules, 2014, the Company files with the Registrar of Companies (ROC) the requisite returns for outstanding receipt of money/loan by the Company, which is not considered as deposits.

Resolution plan

The Company has been under financial stress for the past few years and has defaulted on its payment obligations to banks and financial institutions (the "Lenders") that had extended various credit facilities. In an effort to resolve its debt, the Company proposed multiple restructuring schemes in line with RBI guidelines; however, these efforts were unsuccessful. Subsequently, the Lead Bank, Punjab National Bank, acting on behalf of all the Lenders, presented the Companys case to the National Asset Reconstruction Company Limited (NARCL) for consideration of debt assignment. Following its due diligence, NARCL extended an offer for the assignment of both fund-based and non-fund based facilities. This offer was accepted by the Lead Bank and a majority of the Lenders.

As a result, their entire exposure—comprising the financial assistance provided to the Company along with all associated securities, rights, titles, and interests—was assigned in favour of NARCL in accordance with the terms of the Deed of Assignment dated 28th March, 2024.

Accordingly, a Master Restructuring Agreement (MRA) was executed between NARCL and the Company on 15th January 2025. As part of the debt restructuring plan outlined under the MRA, the Company undertakes to pay sustainable debt of RS.12,500 mns over a period of 7 years to the lenders. In addition, the Company shall issue to NARCL 15% of the equity share on a fully diluted basis from conversion of unsustainable debt.

With this Resolution Plan in place and a significantly improved certainty of repayment from identified sources, the Company is now well-positioned to capitalize on emerging opportunities in the infrastructure sector and pursue a path of revival and turnaround.

Capital Restructuring and Fund Infusion

During the year under review, the Company undertook significant capital restructuring measures aimed at strengthening its financial position and facilitating business revival. These actions were undertaken pursuant to the Joint Assignment Agreements executed by the lenders in favour of National Asset Reconstruction Company Limited ("NARCL") and the Master Restructuring Agreement ("MRA") entered into between the Company and NARCL.

As per MRA, the Board of Directors, at its meeting held on 28th March, 2025, approved the allotment of equity shares to NARCL through the conversion of a portion of the Companys outstanding debt. As a result, NARCL acquired 15% of the paid-up equity share capital of the Company, on a fully diluted basis.

Subsequently, to facilitate further infusion of funds for business expansion and to implement the approved restructuring plan, the Company undertook a preferential allotment of Equity Shares and Convertible Warrants aggregating to C 4,236.85 mns—comprising C 2,092.20 mns towards Equity Shares and C2,144.65 mns towards Convertible Warrants. Against this allotment, the Company received C 2,092.20 mns in respect of the Equity Shares and C 536.16 mns, representing 25% of the consideration amount, as upfront payment for the Convertible Warrants. These Convertible Warrants are exercisable into an equivalent number of Equity Shares within a period of 18 (eighteen) months from the date of allotment, i.e., on or before 29th November 2026, in accordance with applicable laws and regulatory requirements. As part of this process, additional equity shares were also allotted to NARCL to ensure that its shareholding remained at 15% of the paid-up equity capital on a fully diluted basis.

Further, as part of a One-Time Settlement arrangement, the Company allotted 10,00,000 equity shares to ICICI Bank Limited. In line with the agreed shareholding structure, an additional 1,73,000 equity shares were also allotted to NARCL to maintain its 15% holding in the paid-up share capital of the Company.

The details of the above allotments are summarized below:

Date of Allotment	No: of Securities Allotted	Issue Price	Allottee	Amount converted from debt	Fund Infused
28th March, 2025	1,00,84,027 equity shares	C281.36/-	NARCL	C 283,72,41,837/-	NA
29th May, 2025	72,39,447 equity shares	C 289/-	Non-promoters	NA	C209,22,00,183/-
29th May, 2025	74,20,935 Convertible Warrants	C 289/-	Non-Promoters & Promoters	NA	C 53,61,62,553.75/-
29th May, 2025	25,91,000 equity shares	C 289/-	NARCL	C74,87,99,000/-	NA
21st July, 2025	8,65,052 Equity Shares pursuant to conversion of Warrants	C 289/-	Non-Promoters	NA	C 18,75,00,021/- (balance 75% of the consideration)
22nd July, 2025	10,00,000 Equity Shares	C 294/-	ICICI Bank Limited	C29,40,00,000/-	NA
22nd July, 2025	1,73,000 Equity Shares	C 294/-	NARCL	C 5,08,62,000/-	NA

These capital restructuring and fund infusion initiatives mark a critical step in the Companys turnaround efforts and long-term strategic roadmap.

Share Capital

As on 31st March 2025, the paid-up share capital of the Company stood at C 13,48,39,561/-, comprising 6,72,26,847 equity shares of C2/- each aggregating to C 13,44,53,694/-, and C 3,85,867/- towards forfeited shares. This includes the allotment of 1,00,84,027 equity shares to National Asset Reconstruction Company Limited (NARCL) through conversion of debt, as part of the capital restructuring plan approved by the Board of Directors.

As on the date of this Report, the paid-up share capital of the Company stands at C 15,85,76,559/-, comprising 7,90,95,346 equity shares of C2/- each amounting to C 15,81,90,692/- along with C 3,85,867 towards forfeited shares. This increase reflects the equity allotments made during the year to various stakeholders including NARCL, ICICI Bank Limited, and other Promoter/ non-Promoter investors, pursuant to the preferential issues approved by the Board, in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other relevant regulations.

There was no change in the authorised share capital of the Company during the year under review.

Extract of the Annual Return

In accordance with the Act, the annual return in the prescribed format is available at website of the Company at www.simplexinfra.com.

Number of meetings of the Board

Five meetings of the Board were held during the year. The details of the meetings of the Board are provided in the corporate governance report, which forms part of this Report.

Audit Committee

The details pertaining to the composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

Directors Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy.

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statements in terms of section 134 (3)(c) & 134 (5) of the Act:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that appropriate accounting policies were selected and consistently applied and judgments and estimates were made 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 of the company for that period;

(c) That proper and sufficient care has been taken 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;

(d) That the annual financial statements have been prepared on a going concern basis;

(e) That proper internal financial controls were followed by the company and such internal financial controls are reviewed by the Management and Independent Internal Auditors and any material weakness noticed during such review, remedial action is taken by the management so that internal control system as also its implementation is adequate and effective; and

(f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Policy on Directors appointment and remuneration and other details

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act is hosted on the Companys website at www. simplexinfra.com. The details relating to the Nomination and Remuneration Committee are given in the Corporate Governance Report, which forms part of this Report.

Particulars of Employees and other additional information

The details of remuneration as required to be disclosed under the Act and the Rules made thereunder are given in Annexure ‘1 forming part of this Board Report. Disclosures as contained in Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided at Table 1(a) of the Annexure-1.

The information in respect of employees of the Company required pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is provided at Table 1 (b) of the Annexure-1 forming part of this Report. In terms of Section 136(1) of the Act and the rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Table 1(b). Shareholders interested in obtaining a copy of the same may write to the Company Secretary.

The employees are neither relatives of any Directors of the Company, nor hold 2% or more of the paid-up equity share capital of the Company as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Shareholdersinterestedinobtainingthedetailsofemployees posted outside India and in receipt of a remuneration of C 60 Lakhs per financial year or C5 Lakhs per month or more, may write to the Company Secretary of the Company.

Particulars of Loans, Guarantees or Investments

The Company is engaged in the business of contract constructing infrastructural facilities as specified in Schedule VI of the Companies Act, 2013. In accordance with the exemption provided by Section 186 (11) to the companies engaged in the business of providing infrastructural facilities, the provisions of Section 186 (2 ) to (13) of the Act, in respect of providing loan, guarantee or security to any other body corporate/ person do not apply to the Company.

Related Party Transactions

All the related party transactions were in the ordinary course of business and at arms length. The Company periodically reviews and monitors related party transactions. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis.There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC 2 is not applicable.

However, the details of the related party transactions are set out in Note 30 to the standalone financial statements forming part of this Annual Report.

The Company has a Policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website www.simplexinfra.com.

Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members of the Risk Management Committee monitors and reviews the implementation of various aspects of the Risk management policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

The details of risk management are covered in the management discussion and analysis, which forms part of this report.

Corporate Social Responsibility (CSR)

The Company has constituted a Corporate Social Responsibility Committee, details provided in Corporate Governance Report and has framed a corporate social responsibility policy which is available at the website of the Company at www.simplexinfra.com.

The Company endeavors to fulfill its CSR responsibilities in its identified segments- education, healthcare, welfare of poor and girl child, preservation of art and heritage. However, the Company has negative average net profit of three immediately preceding financial year, therefore the Company was not required to spend any amount towards corporate social responsibility during the year.

The annual report on CSR containing particulars specified in Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as "Annexure-2".

PerformanceevaluationoftheBoard,itsCommittees and individual Directors

During the year, formal annual evaluation of the Board, its Committees and individual Directors were carried out as per the framework laid down by the Board for formal annual evaluation of the performance of the Board, Committees and individual Directors. It includes circulation of questionnaires to all Directors for evaluation of the Board and its Committees, which entails a wide range of parameters facilitating proper evaluation of the Board, its Committees and individual Directors. The response/ feedback/ comment received from each Director is carefully considered by the Board.

A separate meeting of Independent Directors was also held to review the performance of Whole-time Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of Whole Time Directors and Directors.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process and also the performance of Directors, Independent Directors, Chairman and performance of the Board as a whole was found satisfactory.

Subsidiaries, Associates & Joint Ventures

As on 31st March, 2025, your Company has seven Subsidiaries namely (i)Simplex (Middle East) Limited, UAE (ii) Simplex Infrastructures Libya Joint Venture Co., Libya (iii) Simplex Infra Development Private Limited (iv) Maa Durga Expressways PrivateLimited,(v)JaintiaHighwayPrivateLimited,(vi)Simplex (Bangladesh)Private Limited and (vii) PC Patel Mahalaxmi Simplex Consortium Private Limited, one Associate namely Simplex Infrastructures LLC, Oman and two Joint Venture Companies namely (i) Arabian Construction Co-Simplex Infra Private Limited and (ii) Simplex Almoayyed W.L.L.

Pursuant to provisions of Section 129 (3) of the Act, a statement containing the salient features of the financial statement of the Companys subsidiary/ associate/ joint venture companies is provided in the Form AOC-1, is attached after the consolidated financial statements of the Company.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.simplexinfra.com. These documents will also be available for inspection electronically up to the date of AGM. Members seeking to inspect such documents can send an email to secretarial.legal@simplexinfra.com.

The Company has formulated a policy on identification of material subsidiaries in line with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the same is placed on the Companys website at www.simplexinfra.com. The Company does not have any material subsidiaries as on the date of this report.

Formation /Cessation of Companys Subsidiaries/ Associate/ Joint Venture

During the year under review, no company has become or has ceased to be a Subsidiary/ Associate/ Joint Venture of the Company.

Directors

Mr. Rajiv Mundhra (DIN-00014237) continues as a Non-Executive Director and Chairman of the Company, not liable to retire by rotation.

Mr. Gurumurthy Ramanathan (DIN- 10366010) was inducted to the Board of Directors as an Additional Director in the capacity of a Nominee Director, nominated by National Asset Reconstruction Company Limited (NARCL), with effect from 28th March, 2025 as Non-Executive Director, not liable to retire by rotation. His appointment has been approved by the Members of the Company at the extra ordinary general meeting of the Company held on 22nd April 2025.

Mr. Subrata Kumar Ray (DIN- 11003975), was inducted to the Board of Directors as an Additional Director and an Independent Director of the Company with effect from 28th March, 2025, not liable to retire by rotation. His appointment has been approved by the Members of the Company at the extra ordinary general meeting of the Company held on 22nd April 2025.

The tenure of Mr. Sukumar Dutta (DIN: 00062827) as Whole-time Director & CFO of the Company will expire on 31st August 2025. Due to his advanced age and health-related reasons, Mr. Dutta has conveyed his decision not to seek re-appointment. The Board places on record its sincere appreciation for his invaluable guidance, dedicated service, and significant contributions to the Company during his long association.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 13th August 2025, appointed Mr. Samiran Kumar Bhattacharyya (DIN: 00112844) as an Additional Director of the Company, designated as Whole-time Director, liable to retire by rotation with effect from the said date. In terms of Section 161 of the Companies Act, 2013, he holds office up to the date of the ensuing Annual General Meeting and, being eligible, offers himself for appointment as a Director of the Company.

In accordance with the provisions of the Act, Mr. Shamik Dasgupta (DIN : 01127296), Non-executive Director, retires by rotation and being eligible has offered himself for reappointment at the ensuing annual general meeting. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee and subject to the approval of shareholders at the ensuing annual general meeting, the Board recommends his re-appointment.

Pursuant to the provisions of Section 149 of the Act and Listing Regulations, Independent Directors of the Company have submitted their declaration that they meet with the criteria of independence as provided in Section 149 (6) of the Act and are not disqualified from continuing as Independent Directors of the Company as per the criteria laid down in Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations. The terms and conditions of appointment of the Independent Directors are in compliance with the provisions of the Act and are placed on the website of the Company www.simplexinfra.com.The Company has also disclosed on its website details of the familiarization programs to educate the Independent Directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company, etc.

All the Directors have submitted the requisite disclosures/declarations as required under the relevant provisions of the Act.

Appropriate resolutions seeking your approval and brief resume / details for re-appointment of Directors are furnished in the notice of the ensuing Annual General Meeting.

Key Managerial Personnel

Mr. Sukumar Dutta (DIN: 00062827) will step down from his position as Chief Financial Officer (CFO) of the Company, effective at the close of business on 31st August 2025, due to health-related reasons. Based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 13th August 2025, Mr. Samiran Kumar Bhattacharyya was appointed as the Chief Financial Officer, effective from 1st September 2025.

Mr. B. L. Bajoria, Senior Vice President & Company Secretary, continues to serve as a Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Companies Act, 2013.

These changes in Key Managerial Personnel have been effected in compliance with the applicable provisions of the Companies Act, 2013 and the rules thereunder.

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31,2025 are mentioned in the Corporate Governance Report under the heading ‘compensation structure in Nomination and Remuneration Policy of the Company, which forms a part of this Report.

Significant and material orders passed by Regulators/Courts/Tribunals

During the year under review, there were no significant or material orders passed by the Regulators/ Courts/Tribunals impacting the going concern status of the Company and its operations in future.

Internal Control Systems and their adequacy

The details with respect to internal control systems and their adequacy are included in the management discussion & analysis report, which forms part of this report.

Vigil Mechanism (Whistle Blower Policy)

The Company has formulated a Whistle Blower Policy to provide a formal mechanism to Directors and employees to report their concerns about unethical behavior, actual or suspectedfraudorviolationoftheCompanysCodeofConduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. Appropriate steps are taken for redressing the grievances as per the mechanism approved by the Board as and when the complaints are received.

The Whistle Blower Policy is available on the website of the Company www.simplexinfra.com.

Secretarial Standards

The Company has generally complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Statutory Auditors

M/s. Binayak Dey & Co., Chartered Accountants (Firm Registration No.328896E) were appointed as Statutory Auditors of the Company for a term of 5 (five) years to conduct audit for FY 2022-23 to FY 2026-27 from the conclusion of the Extra Ordinary General Meeting of the Company held on 12th day of May, 2022 till the conclusion of 109th Annual General Meeting of the Company to be held in the year 2027.

The Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI. The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

During the year under review, no fraud was reported by the Auditors under section 143(12) of the Act.

Audit Reports

The Statutory Auditors Report to the Shareholders (both Standalone and Consolidated) does not contain any qualification, observation or comment or adverse remark.

Secretarial Auditor and Secretarial Audit Report

The Secretarial Audit for the FY 2024-2025 was conducted by Mr. Atul Kumar Labh, Practicing Company Secretary (Membership No. FCS-4848 and C.P. No 3238) in accordance with the provisions of Section 204 of the Act. The Secretarial Auditors Report is annexed herewith as "Annexure -3". The Secretarial Audit Report does not contain any qualification, reservation or disclaimer or adverse remark.

The Company has obtained an annual secretarial compliance report from Mr. Atul Kumar Labh, Practising Company Secretary (Membership No.FCS-4848 and C.P.No 3238) in accordance with SEBI circular no. CIR/CFD/ CMD1/27/2019 dated 8th February 2019.

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with applicable Rules, the Audit Committee and the Board of Directors have recommended the appointment of M/s. Labh & Labh Associates, Company Secretaries (FRN : P2025WB105500) as Secretarial Auditors of the Company for a term of 5 (five) consecutive years from the FY 2025-26 till FY 2029-30, subject to the approval of the Members at the ensuing AGM.

Brief profile and other details of M/s. Labh & Labh Associates, Company Secretaries, are disclosed in the AGM Notice approved by the Board. The firm has consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under the Act. They have further confirmed that they are eligible for the proposed appointment as Secretarial Auditors of the Company and has not incurred any of the disqualifications as specified vide the said SEBI Circular. They have also 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.

Cost Audit

Pursuant to Section 148 of the Act read with Companies (Cost Record & Audit) Amendment Rules, 2014, as amended from time to time, your Company has appointed M/s Mukesh Kumar & Associates, Cost Accountants (Firm Registration No:00140) to conduct the audit of cost records of the Company for the financial year 2024-2025.

As required under the Act, a resolution seeking Members approval for ratification of remuneration of the Cost Auditors forms part of the notice convening the Annual General meeting.

Designated Person for furnishing information and extending co-operation to Registrar of Companies (ROC) in respect of beneficial interest in shares of the Company

The Sr. V.P. & Company Secretary of the Company is the designated person responsible for furnishing information and extending cooperation to the ROC in respect of beneficial interest in the Companys shares.

Consolidated Financial Statement

Your Company has prepared Consolidated Financial Statements in accordance with Section 129 (3) of the Act and applicable accounting principles generally accepted in India including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. The Consolidated Statements reflect the results of the Company and that of its Subsidiaries, Joint Ventures and Associates. As required by Regulations 33 of the Listing Regulations with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

The Consolidated Financial Statement comprises of the financial statements of the Company and those of its subsidiaries, Joint Ventures and its Associate Companies. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including the consolidated financial statements and separate audited accounts in respect of its subsidiaries are available on the website of the Company www.simplexinfra.com.The financial statements of the Subsidiary Companies are kept open for inspection by the Shareholders at the Registered Office of the Company and a statement containing the salient features of the Companys financial statement of the Companys subsidiary/ associate/ joint ventures is attached as aforesaid.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are provided in the Annexure – 4 to this Report.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of the Listing

Regulations with the Stock Exchange(s) in India is presented in a separate section forming part of the Annual Report.

Corporate Governance Report

A separate report on ‘Corporate Governance including a certificate from M/s. Binayak Dey & Co., Chartered Accountants, Statutory Auditors of the Company confirming compliance of the Regulation 34 of the Listing Regulations is annexed hereto and forms a part of the report.

Capital Expenditure

During the year under review, the Company has made additions of C 307 mns to its Fixed Assets consisting of only tangible assets.

Investor Education and Protection Fund (IEPF)

Pursuant to Provisions of Section 124 of the Act read with Rule 6 of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all unpaid or unclaimed dividends, which remains unpaid or unclaimed for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Central Government. Further, the Company is also required to transfer all the shares in respect of which dividend has not been paid or claimed for Seven (7) consecutive years or more to the Demat Account created by the IEPF Authority. However, in case if any dividend is paid or claimed for any year during the said period of Seven (7) consecutive years, the shares in respect of which dividend is paid or claimed shall not be transferred to demat account of IEPF. In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF. The details of the unclaimed / unpaid dividend during the last seven (7) years and also the details of the unclaimed shares transferred to IEPF are available on the website of the Company at www. simplexinfra.com.

Prevention of Sexual Harassment of Women

The Company has formulated a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees.

During the financial year ended March 31, 2025, the Committee has not received any complaints pertaining to sexual harassment.

Maternity Benefit provided by the Company under Maternity Benefit Act 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

Insolvency and Bankruptcy Code, 2016

No application has been admitted by NCLT or Corporate Insolvency Resolution process (CIRP) proceedings initiated as on 31st March, 2025.

Details of difference between Valuation Amount on one time Settlement and Valuation while availing loan from Banks and Financial Institutions:

Pursuant to the execution of the Master Restructuring Agreement (MRA) between the Company and the National

15, 2025, a total of 85.44% of the Companys secured lenders, as on March 31, 2024, have been restructured under the MRA framework. The Company is actively engaged in discussions with the remaining 14.56% of secured lenders (referred to as "Non-Assignee Lenders") to explore options for restructuring or settlement.

During the financial year under review, the Company successfully concluded One-Time Settlement (OTS) with a portion of the Non-Assignee Lenders, representing 6.27% out of the total 14.56%, thereby further reducing the outstanding obligations outside the MRA.

Acknowledgment

Your Directors would like to express their sincere appreciation for the co-operation and support received from the Financial Institutions, Banks, Customers, Vendors, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and the Companys all valued stakeholders. Your Directors also take this opportunity to place on record their gratitude for the efforts and continuous hard work of all the employees.

	By Order of the Board
	For Simplex Infrastructures Limited
	Rajiv Mundhra
Place: Kolkata	Chairman
Date: August 13, 2025	DIN: 00014237