Your Directors have pleasure in presenting the 108^th Annual Report and Audited Financial Statements of your Company
("the Company" or "Simplex") for the financial year ended 31^st March, 2026.

Financial Results

The financial performance of the Company for the year ended 31^st March, 2026 is summarized below:

Review of Operations

During the year under review, on standalone basis,
revenue from operations were H6,702 mns as against
H7,313 mns in the previous year. The Company reported
profit before exceptional items and tax of H481 mns as
against profit of H47 mns in the previous financial year
and net profit for the year was H377 mns as against
profit of H97 mns in previous financial year. Other
Comprehensive Income for the year (net of tax) is H 195
mns as against loss of H 33 mns in the previous year.
After considering other comprehensive income, total
comprehensive income stood at H572 mns as against
income of H 64 mns in the previous year.

On a consolidated basis, the revenue from operations
was H 10,212 mns as against H 10,756 mns in the previous
year. The Company reported profit before exceptional
items and tax of H 511 mns as compared to profit of
H 74 mns in the previous year and profit for the year was
H 404 mns as against profit of H 121 mns in the previous
year. Other Comprehensive income for the year (net
of tax) is H 212 mns as against loss of H 35 mns in the
previous year. After considering other comprehensive
income, total comprehensive income stood at H 616 mns
as against income of H 86 mns in the previous year.

Business Review

During the financial year 2025-26, the Company
continued to focus on execution of its ongoing
infrastructure projects across its key business segments.
Despite a challenging business environment marked by
intense competition, input cost pressures and liquidity
constraints, the Company remained committed to
timely project execution, operational efficiency and
prudent cost management. The Company continued
to strengthen its project execution capabilities through
effective resource utilisation, improved project
monitoring and disciplined financial management. It also
maintained its focus on quality, safety and compliance
while pursuing opportunities in buildings, industrial,
power and urban infrastructure projects. The Company
has been associated with the country's 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 H5295 mns in various vertical it operates making
the order book above H12000 mns as on 31^st March, 2026.

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 2025-2026 in order to conserve
cash and strengthen the company's financial position.

Material changes and commitments

There are no material changes or commitments affecting
the financial position of the Company between the end
of the financial year and the date of this report.

Deposits

During the year under review, the Company has not
accepted any deposits from the public falling within the
ambit of Section 73 of the Companies Act, 2013 ("the
Act") and the Rules framed thereunder. The requisite
return for FY 2024-2025 with respect to amount(s) not
considered as deposits has been filed with the Ministry
of Corporate Affairs.

Share Capital

The Company undertook significant restructuring
measures aimed at strengthening its financial position
and facilitating business revival, pursuant to Master
Restructuring Agreement ("MRA") entered into between
the Company and National Asset Reconstruction
Company Limited ("NARCL").

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

Subsequently, for business expansion and to implement
the approved restructuring plan, theCompany undertook
a preferential allotment of Equity Shares and Convertible
Warrants. The 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 29^th 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 allotments made during the year are summarized below:

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

As on 31^st March 2026, the paid-up share capital of
the Company stood at H 15,85,76,559/-, comprising
7,90,95,346 equity shares of H 2/- each aggregating to
H15,81,90,692/-, and H3,85,867/- towards forfeited
shares.

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

Details of Utilization of fund raised through
Preferential Allotment

During the year under review, the Company raised funds
through the preferential issue of Equity Shares and
Convertible Warrants in accordance with the applicable
provisions of the Companies Act, 2013, the SEBI (Issue
of Capital and Disclosure Requirements) Regulations,
2018 and the Listing Regulations. The Audit Committee
reviewed the statement of utilization of funds raised
through the preferential issue on a quarterly basis. The
Company also obtained reports from the Monitoring
Agency appointed to monitor the utilization of the
proceeds, and such reports were reviewed by the Audit
Committee and placed before the Board of Directors.
The Monitoring Agency Reports, together with the
Company's comments thereon, were submitted to the

Stock Exchanges within the prescribed timelines and
were also hosted on the Company's website.

The proceeds of the preferential issue have been utilised
for the purposes stated in the Explanatory Statement
to the Notice convening the Extraordinary General
Meeting. There was no material deviation or variation in
the utilisation of the proceeds from the objects stated at
the time of the issue during the financial year ended 31^st
March, 2026.

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

Four 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.

Board Committees

The details pertaining to the Board Committees are
included in the Corporate Governance Report which
forms part of this report.

The financial statements are prepared in accordance
with Indian Accounting Standards (Ind AS) as prescribed
under Section 133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015. 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 31^st March, 2026, 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 Company's policy on Directors' appointments and
remuneration and other matters provided in Section
178(3) of the Act is hosted on the Company's 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 Section 134 (3) (q) and Section 197 (12) of 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.

Shareholders interested in obtaining the details of
employees posted outside India and in receipt of a
remuneration of H 60 Lakhs per financial year or H 5 lakhs
per month or more, may write to the Company Secretary
of the Company.

Particulars of Loans given, Investments made,
guarantees given or security provided by the
Company

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 arm's 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 monitor
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.

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".

Performance evaluation of the Board, its
Committees 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 31^st March, 2026, 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 Private Limited, (v) Jaintia
Highway Private Limited , (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 Company's 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 Company's website at
www.simplexinfra.com. The Company does not have any
material subsidiaries as on the date of this report.

Formation /Cessation of Company's
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. 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 28^th 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 22^nd April 2025.

Mr. Gurumurthy Ramanathan (DIN : 10366010) was
inducted to the Board of Directors as an Additional
Director in the capacity of a Nominee Director,
representing National Asset Reconstruction Company
Limited (NARCL), with effect from 28^th 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 22^nd April 2025.

Mr. Samiran Kumar Bhattacharyya (DIN : 00112844),
was inducted to the Board of Directors as an Additional
Director and as Whole-time Director of the Company
with effect from 13^th August 2025, liable to retire by
rotation. His appointment has been approved by the
Members of the Company at the annual general meeting
of the Company held on 25^th September 2025.

The tenure of Mr. Sukumar Dutta (DIN : 00062827) as
Whole-time Director & CFO of the Company was upto
31^st 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.

Mr. Shamik Dasgupta (DIN : 01127296), Non-executive
Director, who retires by rotation, was re-appointed at
annual general meeting of the Company held on 25^th
September, 2025.

Based on the recommendation of the Nomination and
Remuneration Committee and the Board of Directors,
the Members of the Company at the extra-ordinary
general meeting held on 22^nd April, 2026, approved
the re-appointment of Mr. Pratap Kumar Chakravarty
(DIN : 09021538) and Mrs. Indira Biswas (DIN: 03401620)
as Independent Directors of the Company for a second
term of five consecutive years commencing from
13^th February 2026 and 16^th April 2026, respectively. They
shall not be liable to retire by rotation. The Company
has received the necessary consent, declarations and
confirmations from them confirming that they meet the
criteria of independence as prescribed under Companies
Act, 2013 and the Listing Regulations.

Mr. Samiran Kumar Bhattacharyya (DIN : 00112844),
Whole-time Director, retires by rotation and being
eligible has offered himself for re-appointment 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. They
have complied with the Code for Independent Directors
prescribed in Schedule IV to the Companies Act, 2013.They
have registered themselves with the data bank maintained
by Indian Institute of Corporate Affairs (IICA). 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.

The Board confirms that all the Independent Directors
possess integrity and the requisite expertise and
experience to discharge their functions effectively.

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

During the year under review, Mr. Sukumar Dutta
(DIN : 00062827) has stepped down from his position as
Chief Financial Officer (CFO) of the Company, effective at
the close of business on 31^st August 2025, due to health-
related reasons. Based on the recommendation of the
Audit Committee, the Board of Directors at their meeting
held on 13^th August 2025, appointed Mr. Samiran Kumar
Bhattacharyya (DIN : 00112844) as the Chief Financial
Officer, effective from 1^st 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.

Remuneration and other details of the said Key
Managerial Personnel for the financial year ended 31^st
March 2026 are mentioned in the Corporate Governance
Report under the heading 'compensation structures' in
Nomination and Remuneration Committee, 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 suspected fraud or violation of the
Company's Code of Conduct 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 Secretarial
Standards issued by the Institute of Company Secretaries
of India on Board and General Meetings.

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 12^th day of May, 2022 till the conclusion

of 109^th 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, adverse observation/ comment/ remark.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read
with applicable rules, M/s. Labh & Labh Associates, Company Secretaries (FRN: P2025WB105500) were appointed as
Secretarial Auditors of the Company by the Members of the Company at the annual general meeting of the Company
held on 25^th September, 2025 for a term of 5 (five) consecutive years from the FY 2025-26 till FY 2029-30.

The Secretarial Audit for the FY 2025-2026 was conducted by M/s. Labh & Labh Associates, Company Secretaries
(Firm Registration No. P2025WB105500) in accordance with the provisions of Section 204 of the Act. The Secretarial
Auditors' Report is annexed herewith as "Annexure -3".

Pursuant to Section 134(3)(f) of the Companies Act, 2013, the explanations/comments of the Board on the qualifications
contained in the Secretarial Audit Report for the financial year ended 31 March 2026 are set out below:

The Company has obtained an annual secretarial compliance report from M/s. Labh & Labh Associates, Company
Secretaries (Firm Registration No. P2025WB105500) in accordance with SEBI circular no. CIR/CFD/ CMD1/27/2019
dated 8^th February 2019.

Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of
Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

The Board/ Audit Committee reviews the independence and objectivity of the Secretarial Auditors and the
effectiveness of the Audit process.

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 2025-2026.
They have confirmed their independent status and that
they are free from any disqualifications under section 141
of the Companies Act 2013.

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 Company's 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. 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 Company's financial statement of
the Company's 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 H 479 mns to its Property, plant and
equipment 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 31^st March, 2026, 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.

Designated Person for furnishing information
and extending cooperation to Registrar of
Companies in respect of beneficial interest in
shares of the Company

Mr. B.L.Bajoria, 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
Company's shares.

Insolvency and Bankruptcy Code, 2016

No application has been admitted by NCLT or Corporate
Insolvency Resolution process (CIRP) proceedings
initiated as on 31^st March, 2026.

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

The Master Restructuring Agreement (MRA) was
executed between the Company and the National Asset
Reconstruction Company Limited (NARCL) on January
15, 2025, whereby NARCL restructured the entire debts
of the Company, and a revised repayment structure was
agreed. As on March 31, 2026, the Company successfully
concluded settlement/restructuring arrangements of
99.55% of its secured debt as per 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
Company's 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: 28^th May, 2026 DIN: 00014237