To

The Members,

Your Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2025.

(Rs. in '000)

Your Directors do not recommend any dividend for the financial year under review.

Your Company has reported total income of Rs. 7,856.81 thousands as compared to total income of Rs. 6,110.63 thousands in the previous financial year. Net loss after tax is Rs. 317.25 thousands during the year ended 31st March, 2025 as compared to net loss of Rs. 1,408.73 thousands in the previous financial year.

During the year, there was no change in nature of business.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and date of this report.

The paid up equity share capital as on 31st March, 2025 was Rs.30, 004 thousand. During the year under review, the Company has not issued any equity shares.

The Board of Directors of your Company have not transferred any amount to the reserves for the financial year under review.

During the year under review, your Company does not have any subsidiary or associate or joint venture company. Accordingly, the disclosure as required in terms of Section 129 (3) of the Companies Act, 2013 (the Act) and Rule 5 of the Companies (Accounts) Rules is not required.

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the balance sheet date.

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the Act) are given in the notes to the Financial Statements.

Shri Shekhar R Singh (DIN:03357281), Director of the Company, is liable to retire by rotation at the 27 Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. A brief profile of Shri Shekhar R Singh together with other related information required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) and Secretarial Standard-2 has been furnished in the Notice convening the AGM.

The following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Sections 2 (51) and 203 of the Act read with the Rules framed thereunder:

i. Smt. Fatima Fernandes - Chief Executive Officer and Chief Financial Officer

ii. Smt. Kalyani Natekar - Company Secretary (w.e.f.

1st June 2024)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and complied with the Code for Independent Directors prescribed in Schedule IV to the Act and that they are not disqualified to become directors under the Act. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All the Independent Directors have registered themselves in the Independent Director's Database as maintained by the Indian Institute of Corporate Affairs. The Board of Directors is of the opinion that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

Pursuant to the provisions of the Act and the SEBI listing Regulations, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction with evaluation process.

During the year under review, Five Board meetings were held. The details of the composition of the Board and its Committees and number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report which forms part of this Report.

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and Members of management.

During the year under review, Independent Directors met separately on 5th February, 2025, inter-alia, for

? Evalution of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

? Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

? Evalution of the quality, content and time line of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in the Corporate Governance Report which forms part of this Report. The Nomination and Remuneration Policy is also available on the website of the Company on https://simplex_update/Mills_Co_Ltd/COMPANY%20C ODE%20%20POLICIES/Nomination%20and%20Reu menration%20Policy-%20Amended%20as%20on% 2007.04.2021.pdf.

The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the programme are given in the Corporate Governance Report which forms part of this Report.

During the year, there was no employee in the Company in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees 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 attached as Annexure I and forms part of this Report.

Khandelwal and Mehta LLP, Chartered Accountants, Mumbai (ICAI Firm's Registration No. W100084), were appointed as the Statutory Auditors of the Company in the 24th Annual General Meeting held on 2nd August, 2022 for the first term of five consecutive years i.e., from financial year 2022-23 to 2026-27. The Statutory Auditors of the Company have submitted their Independent Auditors Report on the Financial Statements of the Company for the year ended 31st March, 2025 and they have given an unmodified opinion(s) report on the Financial Statements for the year under review.

As there was no production during the year 2024-2025, no cost audit required to be carried out.

A Secretarial Audit was conducted during the year in accordance with provisions of Section 204 of the Act. The Secretarial Auditor's Report is attached as Annexure II and forms part of this Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

In terms of Regulation 15(2) of the SEBI Listing Regulations, the compliance with the provision of Regulation 24A of the SEBI Listing Regulation, pertaining to the appointment of Secretarial Auditor is not applicable to the Company. As a measure of good Corporate Governance, the Company has voluntarily undertake Audit of its records and operations.

M/s. V.K. Goyal & Associates, Chartered Accountants, Mumbai are the Internal Auditors of the Company. The Internal Audit was completed and report was submitted as per the scope defined by the Audit Committee, from time to time.

During the year under review, the Statutory Auditors, the Secretarial Auditors and the Internal Auditors, have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act read with Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, details of which needs to be mentioned in this Report.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meeting.

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is attached and forms part of this Report.

The Company has complied with the provisions of Corporate Governance as stipulated in the BSE Listing Regulations on voluntary basis. A separate report on Corporate Governance along with the requisite Auditors' Certificate is annexed and forms part of this Report.

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act and the SEBI Listing Regulations, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgements and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the loss of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls are followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

All related party transactions that were entered into during the financial year were on an arm's length basis and that the provisions of Section 188 of the Act are not attracted. Thus, disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the Company with Promoters and Directors or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and are also available on the Company's website on http:// simplex_update/Mills_Co_Ltd/COMPANY%20CODE%20%20POLICIES/Final%20Whistle%20Blower%20P olicy.pdf

In terms of Section 92(3) of the Act, copy of the Annual Return of the Company is placed on the website of the Company. The web link of the same is http://www.simplex-group.com/upload_pdf/308Form _MGT-7%20 (SMCL).pdf

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2025-2026 has been paid.

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange earnings and outgo during the year under review.

In line with the provisions of the Act and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company is not governed by the provisions of Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the Company is not required to formulate a policy on CSR and was not required to constitute a CSR Committee.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is part of this report.

The Company in its Board Meeting identifies various risk involved in the working of the Company and suitable mitigation measures are thereafter adopted by the management after discussion with the Board.

As at 31st March, 2025, there were two employees on the payroll of the Company. Thus, the Company was not required to constitute an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review, the Company has not made or received any application under the Insolvency and Bankruptcy Code and there is no proceeding pending under the said Code.

During the year under review, the Company has not undergone any one-time settlement and therefore the disclosure in this regard in not applicable.

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors