Simplex Infrastructures Ltd

Simplex Infrastructures Limited: Closure of Trading Window from 01 October 2026 until 48 hours after the declaration of Financial Results for the 2nd quarter and six months ended 30 September, 2026

AGM details

• AGM held on 23 September 2026 at 3:00 PM IST via VC/OAVM.

Key resolutions

• Adopt audited financial statements for the year ended 31 March 2026 and related reports.
• Re-appointment of director by rotation; eligible for re-appointment.
• Ratification of remuneration to Cost Auditors for FY ending 31 March 2027.
• Approval for remuneration to a Non-Executive Nominee Director.

Voting results

• E-voting results and Scrutinizer report to be intimated to exchanges and posted on NSDL and company sites.

AGM Details

• 108th AGM on 23 September 2026 at 3:00 PM via VC/OAVM.
• Register of Members and transfer books close 17 Sep 2026 to 23 Sep 2026 (inclusive).
• Remote e-voting window from 19 Sep 2026 9:00 AM to 22 Sep 2026 5:00 PM.
• Cut-off date for voting eligibility is 16 September 2026.

Financial performance

• Standalone revenue from operations was ₹6,702 mn, down from ₹7,313 mn prior year.
• Standalone EBITDA stood at ₹900 mn, up from ₹745 mn.
• Standalone profit after tax (PAT) was ₹377 mn, up from ₹97 mn.
• Total comprehensive income (standalone) ₹572 mn, vs ₹64 mn prior year.
• Consolidated revenue from operations ₹10,212 mn, down from ₹10,756 mn.
• Consolidated EBITDA ₹903 mn, up from ₹757 mn.
• Consolidated PBT ₹519 mn, up from ₹217 mn.
• Consolidated PAT ₹404 mn, up from ₹121 mn.
• Standalone EPS ₹4.90; Consolidated EPS ₹5.20.
• Dividend declared for FY2025-26: none.

Capital and funding actions

• Debt restructuring with NARCL: 99.55% settled; 0.45% outstanding to settle by Sep 2026.
• Rating improvement expected from Jan 2027 post cooling period.
• Funds raised via preferential issue total ₹281.59 crore; used for working capital and corporate purposes.
• NARCL holds 15% equity on a fully diluted basis; warrants remain outstanding (65,55,883).
• ICICI Bank One-Time Settlement: 10,00,000 equity shares issued; NARCL to maintain 15% stake.
• Converted part of debt into equity: 25,91,000 shares to NARCL; 1,73,000 to NARCL via warrants conversion; 72,39,447 equity shares issued to non-promoters; 74,20,935 warrants issued.

Orders, projects and execution momentum

• Order book strengthened to above ₹12,000 mn as of 31 March 2026.
• New orders bagged amounting to ₹5,295 mn across verticals.
• Key projects secured: Nabinagar STPP Stage-II Chimney (3x800 MW) Bihar; Gadarwara STPP Stage-II (2x800 MW) MP.
• Piling for Overhead Transmission Line project in Jeddah, Saudi Arabia.
• Projects completed in FY2025-26 include Bangalore Metro Reach 3, Ahmedabad Metro Phase I, Bilaspur Sewerage, Habra-Gaighata Water, DDA HIG project.

Balance sheet and governance

• Paid-up share capital stood at ₹15.86 crore; equity shares ~7.90 crore; forfeited shares ~0.39 lakh.
• Board comprised eight directors; Samiran K. Bhattacharyya joined as Whole-time Director & CFO in Aug 2025.
• NARCL nominee Gurumurthy Ramanathan appointed in Mar 2025; reappointed subject to shareholder approval.
• Four Board meetings held in FY2025-26; Audit Committee met four times; CSR Committee meetings held twice.

CSR and governance disclosures

• CSR policy in place; company did not spend on CSR in FY2025-26 due to negative average net profit.
• CSR Committee details provided; CSR projects disclosure on website; Annexure-2 attached.
• No material related party transactions outside ordinary course; related party disclosures in Note 30.

Audit, risk and internal control

• Going concern assessment flagged as key audit matter in Standalone and Consolidated audits due to restructuring.
• Internal control framework deemed adequate; Audit Committees monitor risk and controls.
• Secretarial audit by Labh & Labh Associates; Annexure-3 notes on compliance and material observations.

Outlook and risks

• India’s infrastructure push supports long-term demand; execution efficiency and prudent bidding key to upside.
• Risks include input cost volatility, liquidity pressures, regulatory changes, and project execution delays.
• Company intends to focus on selective bidding, asset-light execution, and strengthening liquidity for sustainable growth.

Other notable items

• Additions to PPE amounted to ₹479 mn in the year.
• MRA and OTS-related disclosures and contingent liabilities are detailed in Notes 11 and 34.
• Debt ratings remain cautious due to current distress; no new debentures issued in FY2025-26.

Overview of fund deviation

• Purpose: No deviation or variation in use of funds raised.
• Mode: Preferential Issue.
• Fund-raising date: disclosed in filing.
• Total funds raised: disclosed; no deviation.
• Equity portion: disclosed; no deviation.
• Warrant upfront consideration: disclosed; no deviation.
• Conversion component on exercise: disclosed; no deviation.
• Monitoring agency: Care Ratings Limited.
• Shareholder approval: Not applicable.
• Audit Committee comments: No comments.
• Auditors comments: No comments.
• Original vs modified objects: Not applicable.
• Utilisation status: not explicitly stated.
• Deviation/variation: Not applicable.
• Objects for which funds raised: Not applicable.

Issue Overview

• Type of issue: preferential issue of Equity Shares and Convertible Warrants.
• Total issue size: Rs 423.69 crore; net proceeds not disclosed; no deviation reported.
• Main objectives: Working Capital and General Corporate Purposes (WC 318.69 cr; GCP 105 cr).

Utilisation of Proceeds

• Utilisation per offer: as disclosed; no deviations observed.
• Working Capital: funds received till 30/06/2026: 281.59 cr; end-quarter balance: 143.76 cr; unutilised: 77.80 cr.
• Working Capital uses: salaries, subcontractors, suppliers, statutory payments, BG margins.
• General Corporate Purpose: utilised 12.47 cr in quarter; end-quarter unutilised: 60.03 cr.
• GCP uses: salaries, legal expenses, subcontractor payments, admin expenses.
• Unutilised proceeds deployed in Punjab National Bank fixed deposits; total 77.80 cr; current account 11.09 cr; interest income 8.29 cr.
• Progress status: both WC and GCP ongoing; no delays reported.

Governance & Compliance

• All statutory approvals related to objects obtained.
• No material deviations observed; no change in means of finance.
• Material risk: share price below warrant conversion price, potentially hindering conversion.
• Debt-servicing delays flagged; CARE rating assigned (CARE D).

General Corporate Purpose (GCP) details

• GCP usage total: 12.47 cr; heads include salaries, sub-contractors and admin, legal expenses.
• Salary expenses allocated between WC and GCP depending on contract status.

Standalone results

• Standalone Q1 FY27: revenue ₹15,006 lakh; total income ₹15,332 lakh; PAT ₹1,043 lakh; EPS ₹1.32.
• PBT before tax ₹1,443 lakh; OCI ₹(59) lakh; total comprehensive income ₹984 lakh.

Consolidated results

• Consolidated Q1 FY27: total income ₹29,381 lakh; PBT ₹1,483 lakh; PAT ₹1,067 lakh; CI ₹1,010 lakh.

Debt & restructuring

• MRA with NARCL; major portion settled; remaining debt with one lender at advance stage.
• Standalone DSCR 0.61; ISCR 9.76; current ratio 2.39; debt-equity 1.77.
• Overdue debts to non-assigned lenders under negotiation.

Utilisation of proceeds

• Monitoring agency CARE: no deviation in utilization; funds used for working capital and GCP.
• Unutilised preferential proceeds as of 30 Jun 2026: ₹77.80 crore.
• FDs with Punjab National Bank; yields around 6.25%.

Board actions & timelines

• Board approved standalone & consolidated results on Aug 11, 2026.
• Working capital completion dates: May 29, 2027 and July 17, 2027; no delays.