To
The Members,
Your Directors present the Annual Report, together with the Audited
Accounts for the year ended 31st March, 2026.
FINANCIAL RESULTS
| Particulars |
2025-2026 |
2024-2025 |
| Profit before Depreciation, Finance Costs, Exceptional Items
and Taxation |
863.99 |
2,067.00 |
| Less: Depreciation |
83.89 |
92.04 |
| Less: Finance Costs |
2,499.71 |
2,292.21 |
| Loss before Exceptional Items and Tax |
(1,719.61) |
(317.25) |
| Add/(Less): Exceptional Items (net) |
- |
- |
| Loss before Tax |
(1,719.61) |
(317.25) |
| Loss after Tax for the year |
(1,719.61) |
(317.25) |
DIVIDEND
Your Directors do not recommend any dividend for the financial year
under review.
OPERATIONS
Your Company has reported total income of ' 7,594.45 thousands as
compared to total income of ' 7,856.81 thousands in the previous financial year. Net loss
after tax is ' 1,719.61 thousands during the year ended 31st March, 2026 as compared to
net loss of ' 317.25 thousands in the previous financial year.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year, there was no change in nature of business.
MATERIAL CHANGES AFFECTING THE COMPANY
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.
SHARE CAPITAL
The paid up equity share capital as on 31st March, 2026 was ' 30,004
thousand. During the year under review, the Company has not issued any equity shares.
TRANSFER TO RESERVES
The Board of Directors of your Company have not transferred any amount
to the reserves for the financial year under review.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
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.
PUBLIC DEPOSITS
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.
LOANS, GUARANTEES AND INVESTMENTS
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Director retirement by rotation
Shri Shekhar R Singh (DIN:03357281), Director of the Company, is liable
to retire by rotation at the twenty eighth 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.
Appointment of Independent Director
The Board of Directors at its meeting held on 16th June, 2026 on the
recommendation of nomination and remuneration committee, approved the appointment of Shri
Shrikrushna N. Pawar (DIN 11763684) as an Additional Director in the category of Non
-executive Independent of the Company, not liable to retire by rotation, to hold the
office for first term of five consecutive years, with effect from 16th June, 2026 to 15
June, 2031 (both days inclusive), subject to approval of the members of the Company in
Annual General Meeting.
Key Managerial Personnel
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
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 SEBI 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.
BOARD EVALUATION
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.
BOARD AND COMMITTEE MEETINGS
During the year under review, four 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.
INDEPENDENT DIRECTORS' MEETING
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 NonIndependent Directors and
Members of management.
During the year under review, Independent Directors met separately on
10th February, 2026, inter-alia, for
-Evaluation 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 NonExecutive Directors.
-Evaluation 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
NOMINATION AND REMUNERATION POLICY
The Board has framed a policy for selection and appointment for
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-group.com/simplex_update/
Mills_Co_Ltd/COMPANY%20CODE%20%20POLICIE S/Nomination%20and%20Reumenration%20Policy-
%20Amended%20as%20on%2007.04.2021.pdf
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
The Company has a 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.
PARTICULARS OF EMPLOYEES
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.
AUDITORS
i. Statutory Auditors
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, 2026 and they have given an
unmodified opinion(s) on the Financial Statements for the year under review.
ii. Cost Auditors
As there was no production during the year 20252026, no cost audit
required to be carried out.
iii. Secretarial Auditors
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 undertakes the Audit of its
records and operations.
iv. Internal Auditors
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.
FRAUD REPORTING
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.
SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
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.
CORPORATE GOVERNANCE
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 is annexed and forms part of this Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) read with Section 134(5) of the Act and
the 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, 2026 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.
RELATED PARTY TRANSACTIONS
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.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any. The details of the Policy are available on
the Company's website on https://simplex-
group.com/simplex_update/Mills_Co_Ltd/ COMPANY%20CODE%20%20POLICIES/Final%20W
histle%20Blower%20Policy.pdf
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Act, copy of the Annual Return of the
Company is available on the website of the Company. The web link of the same is https://simplex-
group.com/simplex_update/Mills_Co_Ltd/ANNUAL%2 0RETURN/MGT%207%20ANNUAL%20RETURN_MI
LLS%20_2025_final.pdf
STOCKEXCHANGE
The Company's equity shares are listed at BSE Limited and the
Annual Listing Fees for the year 2026-2027 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
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.
CORPORATE SOCIAL RESPONSIBILITY
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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
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.
INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy
are included in the Management Discussion and Analysis report, which is part of this
report.
RISK ASSESSMENT AND MANAGEMENT
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.
DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENTACT
As at 31st March, 2026, 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.
MATERNITY BENEFIT ACT, 1961
The Company is compliant with the applicable provisions of the
Maternity Benefit Act, 1961.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (THE CODE)
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.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not undergone any
one-time settlement and therefore the disclosure in this regard is not applicable.
ACKNOWLEDGEMENT
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.
