Meeting Details

The 108th Annual General Meeting (AGM) of the members of Simplex Infrastructures Limited was held on Wednesday, the 23rd of September, 2026, at 03:00 P.M. IST. The meeting was conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM) in accordance with MCA Circulars, including No. 20/2020 dated 5th May 2020.

Summary of Proposed Resolutions and Implications

Four resolutions were proposed for shareholder approval at the AGM:

1. Ordinary Business - Resolution 1: An Ordinary Resolution to consider and adopt the Audited Financial Statements (including the audited Consolidated Financial Statements) for the financial year ended 31st March 2026 and the Reports of the Board of Directors and Auditors thereon.

2. Ordinary Business - Resolution 2: An Ordinary Resolution to appoint a director in place of Mr. Samiran Kumar Bhattacharyya (DIN: 00112844), who retired by rotation and offered himself for re-appointment.

3. Special Business - Resolution 3: An Ordinary Resolution for the ratification of remuneration to Cost Auditors for the financial year ending 31st March 2027.

4. Special Business - Resolution 4: A Special Resolution for approval for payment of remuneration to Mr. Gurumurthy Ramanathan (DIN: 10366010), a Non-Executive Nominee Director of the Company.

The passing of these resolutions allows the company to formally adopt its annual accounts, confirm its board composition, and approve key managerial payments, ensuring ongoing compliance and governance.

Voting Process and Methods

The voting process was conducted electronically. The remote e-voting period was open from 09:00 A.M. IST on Saturday, 19th September 2026, up to 5:00 P.M. IST on Tuesday, 22nd September 2026. The facility was provided by National Securities Depository Limited (NSDL).

Shareholders holding shares as of the cut-off date, Wednesday, 16th September 2026, were entitled to vote. The company also provided an e-voting facility during the AGM itself for shareholders attending via VC/OAVM who had not voted remotely.

The votes were unblocked on 23rd September 2026 at around 04:15 P.M. IST after the AGM concluded, in the presence of two independent witnesses: Mr. Rahul Lal and Ms. Anushree Dasgupta.

Key Voting Outcomes

Resolution 1: Adoption of Financial Statements

  • Total Votes Cast: 3,50,68,652
  • Votes in Favour: 3,44,93,610 (98.3602%)
  • Votes Against: 5,75,042 (1.6398%)
  • Invalid Votes: 0
  • Result: Passed with requisite majority.

Resolution 2: Re-appointment of Director (Mr. S.K. Bhattacharyya)

  • Total Votes Cast: 3,50,68,652
  • Votes in Favour: 3,50,64,763 (99.9889%)
  • Votes Against: 3,889 (0.0111%)
  • Invalid Votes: 0
  • Result: Passed with requisite majority.

Resolution 3: Ratification of Cost Auditor Remuneration

  • Total Votes Cast: 3,50,68,651
  • Votes in Favour: 3,50,64,670 (99.9886%)
  • Votes Against: 3,981 (0.0114%)
  • Invalid Votes: 0
  • Result: Passed with requisite majority.

Resolution 4: Payment to Non-Executive Director (Mr. G. Ramanathan)

  • Total Votes Cast: 3,50,68,652
  • Votes in Favour: 3,50,54,970 (99.9610%)
  • Votes Against: 13,682 (0.0390%)
  • Invalid Votes: 0
  • Result: Passed with requisite majority.

All resolutions were passed by an overwhelming majority. No votes were cast via the e-voting facility at the AGM; all votes were cast during the remote e-voting period. A total of 97 members voted on the ordinary business resolutions, and between 95 and 96 members voted on the special business resolutions.

Scrutinizer's Role and Findings

Mr. Atul Kumar Labh (FCS-4848 / CP-3238), a partner at M/s. Labh & Labh Associates, Company Secretaries, was appointed as the Scrutinizer. His responsibility was to scrutinize the e-voting process in a fair and transparent manner and ascertain the requisite majority for the resolutions based on the reports generated from NSDL's e-voting system.

The Scrutinizer's report, dated 24th September 2026, confirms that the voting process was conducted as per the provisions of the Companies Act, 2013, and Rule 20 of the Companies (Management and Administration) Rules, 2014. He found that all proposed resolutions were passed with the requisite majority.

Compliance Confirmation

The document confirms compliance with Section 108 of the Companies Act, 2013, and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The company's communication to the exchanges and the Scrutinizer's report itself are actions taken in adherence to SEBI LODR regulations.