Simplex Mills Company Ltd

Simplex Mills Company Limited — Trading window closure from 1st October, 2026 till 48 hours after the declaration of Unaudited Financial Results for the quarter ending 30th September, 2026.

Board action & audit

• Board approved the unaudited Q1 FY2026 results for quarter ended 30 June 2026, reviewed by the Audit Committee.
• Results and Limited Review Report enclosed; available on the company website.
• Board meeting held on 3 August 2026 from 12:45 PM to 1:15 PM.
• Emphasis of matter: loans recoverable from a company with eroded net worth are not impaired.
• Management believes recoverable based on projections submitted to auditors.
• Auditors state review under SRE 2410; no audit performed; conclusion not modified.
• Balancing figures for quarter ended 31 March 2026 are between audited FY2025 and published YTD figures.
• Figures up to end of Q3 prior year were reviewed, not audited.

Shareholder communication on annual report access

• Letters were sent to shareholders lacking registered emails with the annual report access link.
• FY2025-26 Annual Report is also available on the company website.
• The letter copy is enclosed for records.
• Company Secretary Kalyani Natekar approved and signed the communication.

AGM Details

• AGM date and time: 4 August 2026 at 11:00 a.m. IST via VC/OAVM.
• Mode: VC/OAVM; no physical attendance.
• Book closure: 29 July to 4 August 2026 (inclusive).
• Beneficial owner record date: 28 July 2026.
• Remote e-voting window: Aug 1–3, 2026.

Ordinary Business Resolutions

• Adoption of Audited Financial Statements for year ended 31 March 2026.
• Re-appointment of Shri Shekhar R Singh as Director on rotation.

Special Business Resolutions

• Appoint Shri Shrikrushna N Pawar as Non-Executive Independent Director.
• Five-year term: 16 June 2026 to 15 June 2031.
• Not liable to retire by rotation; age-75 continuation subject to approval.

AGM details

• AGM scheduled for 4 August 2026 at 11:00 AM IST via VC/OAVM.

Financial statements

• Audited financial statements for year ended 31 March 2026 adopted.

Directors—appointments and tenure

• Shri Shekhar R Singh reappointed as Director (by rotation).
• Shri Shrikrushna N Pawar appointed as Non-Executive Independent Director.
• Term: five years, 16 Jun 2026 to 15 Jun 2031.
• Background: 74-year-old commerce graduate; LLB; extensive marketing/administration.

Financial performance

• Total income for 2025-26: 7,594.45 thousand; 2024-25: 7,856.81 thousand.
• Net loss after tax: 1,719.61 thousand; prior year loss: 317.25 thousand.
• EBITDA before depreciation and finance costs: 863.99 thousand; depreciation 83.89; finance costs 2,499.71.
• Profit before tax: (1,719.61) thousand; no current tax expense.
• Earnings per share: -57.31; basic and diluted.

Capital structure & liquidity

• Equity share capital: 30,004 thousand; no new shares issued during year.
• Net worth: negative 36,502.42 thousand.
• Non-current borrowings include NCRPS: 30,015.34 thousand.
• Total liabilities: 104,961.46 thousand; total assets: 68,459.04 thousand.
• Assets held for sale: Akola land/buildings reclassified; sale contemplated.

Operations & business

• Primary activity: trading of textile products; operations largely in India.
• No subsidiary, associate, or joint venture.
• Nature of business unchanged during year.
• Akola assets reclassified as assets held for sale; sale intended.
• Promoter ownership consistent at 71.17%.

Dividends & capital allocation

• Dividends: Directors do not recommend any dividend for 2025-26.
• No transfer to reserves recorded during the year.
• No dividends declared or proposed for the year.

Governance & board changes

• Board composition: 1 Non-Executive, 2 Independent Directors as of 31-Mar-2026.
• Shri Shrikrushna N. Pawar appointed as Additional Independent Director from 16-Jun-2026.
• CEO & CFO: Fatima Fernandes; Company Secretary: Kalyani Natekar.
• Audit Committee: 3 members; 2 Independent; four meetings held.
• Nomination & Remuneration Committee: 1 meeting; members include Sita Sunil, Manish Harshey, Shekhar R. Singh.
• Independent Directors met on 10-Feb-2026 to evaluate performance.

Audit, controls & compliance

• Statutory auditors: Khandelwal & Mehta LLP; report unaudited with unmodified opinion.
• Emphasis of matter: recoverability of loans to eroded company noted.
• Secretarial audit: Taher Sapatwala & Associates; no qualifications.
• Internal audit: M/s. V.K. Goyal & Associates; function ongoing.
• Adequate internal financial controls; compliance framework in place.

Outlook, risks & MD&A

• Outlook for FY 2026-27 remains positive for Indian textile sector.
• Risks: raw material volatility, FX, energy, logistics, labour costs, regulatory changes.
• MD&A metrics: debt-to-equity negative; current ratio 2.12; EBITDA margin 11.38%.
• Net profit margin -22.64%; return on net worth -4.82%.

Shareholding & promoters

• Promoter group holds 71.17%; Simplex Realty Ltd 48.99%; LIC 11.93%; Shreelekha Global Finance 8.42%; New Textiles LLP 8.12%.
• Dematerialisation: 98.16% of shares in demat form.
• NCRPS: 9,000,000 non-cumulative redeemable preference shares; all held by Simplex Realty Ltd.
• Equity share capital as of 31-03-2026: 30,004 shares of Rs 1,000 each.

General AGM & disclosures

• AGM scheduled for 4-Aug-2026 at 11:00 AM via VC/OAVM.
• Book closure: 29-Jul-2026 to 4-Aug-2026.
• CEO/CFO certification attached; compliance with Code of Conduct disclosed.
• Auditor details, shareholding patterns, and related party disclosures available in notes.

Dematerialisation and listing status

• Dematerialisation requests were processed and confirmed to depositories.
• Securities dematerialised have been listed on the exchanges where earlier securities are listed.
• Physical certificates were mutilated and cancelled; depository name substituted as registered owner within timelines.