Simplex Realty Limited — AGM Information 2022

Jul 11, 2022

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11[th] July, 2022

Department of Corporate Services

BSE Limited Phiroz Jeejeebhoy Towers, Dalal Street, Mumbai-400001

Dear Sir / Madam,

Ref: Script Code - 503229

Sub: Submission of notice of the 109[th] Annual General Meeting of Simplex Realty Limited to be held on Wednesday, 3[rd] August, 2022 through VC/OAVM.

Please find enclosed Notice of the 109[th] AGM of the Company scheduled to be held on Wednesday, 3[rd] August, 2022 at 11.30 a.m. through Video Conferencing (VC) or Other Audio Visual Means (OAVM) to transact the businesses, set out in the Notice convening the AGM in compliance with all applicable provisions of the Companies Act, 2013 (the "Act") and the Rules made thereunder read with Ministry of Corporate Affairs (MCA) General circular dated 5[th] May, 2022 read with circulars dated 5[th] May, 2020, 8[th] April, 2020 and 13[th] April, 2020 (collectively referred to as the MCA Circulars), and the Securities and Exchange Board of India (SEBI) vide its circular no. SEBI/ HO/ CFD/ CMD2/ CIR/P/2022/62 dated 13th May, 2022, read with circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 in relation to ‘Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Notice of the 109[th] AGM along with Annual Report for the financial year 2021-22 is also uploaded on the website of the Company at www.simplex-group.com.

You are requested to take the same on your records.

Thanking You,

Yours faithfully,

For Simplex Realty Limited

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Kinjal P Shah Company Secretary & Compliance Officer

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NOTICE

NOTICE is hereby given that the Hundred and Nineth ANNUAL GENERAL MEETING of the Members of SIMPLEX REALTY LIMITED will be held on Wednesday, the 3rd day of August, 2022 at 11.30 a.m. through Video Conferencing (“VC”)/ Other Audio Video Means (“OAVM”) to transact the following businesses: -

ORDINARY BUSINESS:

1. Adoption of Audited Financial Statements and Reports thereon

To receive, consider and adopt the Audited Financial Statements (including audited Consolidated Financial Statements) of the Company for the financial year ended 31st March, 2022 and the Reports of the Directors’ and Auditors’ thereon.

2. To declare dividend on Equity Shares for the financial year 2021-22.

3. Appointment of Director in place of those retiring by rotation.

To appoint a Director in place of Smt. Sandhya R. Kini, who retires by rotation and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS:

4. Appointment of Shri Praveen Kumar, nominee of Life Insurance Corporation of India (LIC) as a Director of the Company

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Shri Praveen Kumar (DIN 09617351), who was appointed as an Additional Director of the Company with effect from 25th May, 2022 by the Board of Directors and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Act, being eligible and in respect of whom the Company has received a notice in writing under Section 160 (1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation. ”

By order of the Board of Directors

Company Secretary

Mumbai, 25th May, 2022 CIN: L17110MH1912PLC000351

Registered Office:

30, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mumbai-400011

NOTES:

1. The Ministry of Corporate Affairs (“MCA”) allowed conducting Annual General Meeting (“AGM”) through Video Conferencing (“VC”) or Other AudioVisual Means (“OAVM”) and dispensed physical presence of the Members at a common venue. Accordingly, MCA issued Circular No. 20/2020 dated 5th May, 2020 read with Circular No. 14/2020 dated 8th April, 2020, Circular No. 17/2020 dated 13th April, 2020, Circular No. 02/2021 dated 13th January, 2021, Circular No. 19/2021 dated 8th December, 2021 and Circular No. 02/2022 dated 05th May, 2022 (hereinafter collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (“SEBI”) vide Circular Nos. SEBI/HO/CFD/CMD1CIR/P/2020/79 dated 12th May, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 and SEBI/HO/CFD/ CMD2/CIR/P/2022/62 dated 13th May, 2022 (hereinafter collectively referred to as SEBI Circulars) prescribing the procedures and manner of conducting the AGM through VC/OAVM. In terms of the said Circulars, the 109th AGM of the Members will be held through VC/OAVM mode. Hence, Members can attend and participate in the AGM through VC/OAVM only. The registered office of the Company shall be deemed to be the venue for the AGM.

2. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (the Act), in respect of the Special Business under Item number 4 of the Notice dated 25th May, 2022 is appended hereto. The relevant details of Directors seeking appointment/re-appointment pursuant to the Regulation 36(3) of the Securities and Exchange Board of India (SEBI) (Listing

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Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and Secretarial Standard-2 is given in Annexure to this Notice.

3. In view of the MCA Circulars, no proxy shall be appointed by the Members and accordingly the Proxy Form and Attendance Slip are not annexed to this Notice. However, the Corporate Members/Institutional Investors (i.e other than Individuals, HUF, NRI etc.) intending to authorize their representatives are requested to send duly certified copy of the Board Resolution alongwith attested specimen signature (s) of the duly authorized signatory (ies) who are authorized to participate in the AGM through VC/OAVM and to vote through remote e-voting to the Scrutinizer by e-mail to fcsravisharma@gmail.com with a copy marked to evoting@nsdl.co.in.

4. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

5. Since the AGM will be held through VC / OAVM, the Route Map is not annexed to this Notice.

6. Pursuant to Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“The Listing Regulations”) and in line with the MCA Circulars, the Notice calling the AGM and Annual Report is available on the website of the Company at www.simplex-group.com. The Notice can also be accessed from the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and is also available on the website of e-voting agency National Securities Depository Limited (NSDL) at www.evoting.nsdl.com.

7. Book Closure and dividend

• i. The Register of Members and Transfer Books of the Company will be closed from Thursday, the 28th day of July, 2022 to Wednesday, the 3rd day of August, 2022 (both days inclusive) for the purpose of the Hundred and Nineth Annual General Meeting (the AGM) and dividend, subject to the approval of the members.

The dividend of ₹ 1.00 per share (i.e. 10%) on the Equity Shares of the Company of face value ₹10/- each, if declared at the AGM, will be paid subject to deduction of income tax at source (TDS), as applicable, within 30 days from the date of the AGM.

For Shares held in electronic form: To all the Beneficial Owners as at the end of the day on Wednesday, 27th July, 2022 as per the list of Beneficial Owners to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL); and

For Shares held in physical form: To all the Members, whose names appears in the Company’s Register of Members after giving effect to valid transmission and transposition requests lodged with the Company as at the close of business hours on Wednesday, 27th July, 2022.

ii. Dividend income is taxable in the hands of the Shareholders and the Company is required to deduct TDS from dividend paid to the Members at rates prescribed in the Income Tax Act, 1961 (the IT Act). In general, to enable compliance with TDS requirements, members are requested to complete and/or update their Residential Status, Permanent Account Number (PAN), Category as per the IT Act with their Depository Participants (DPs) or in case shares are held in physical form, with the Company/Share Transfer Agents (STA) by sending documents through email by Tuesday, 26th July, 2022. The details are available on the website of the Company at www.simplex-group.com under the ‘Investor Relations’ section.

A communication providing information and detailed instructions with respect to tax on the dividend for the financial year ended 31st March, 2022 is being sent separately to the Members whose email addresses are registered with the Company/DPs.

Updation of mandate for receiving dividends directly in bank account through Electronic Clearing System or any other means in a timely manner:

Shares held in physical form: Members are requested to send the following documents in original to STA.

• a. Form ISR-1 along with the supporting documents. The said form is available on the website of the Company at https://simplex-group.com/report.php.

• b. original cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly. In case

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name of the holder is not available on the cheque, kindly submit the following documents:-

• i) cancelled cheque in original.

• ii) bank attested legible copy of the first page of the Bank Passbook / Bank Statement bearing the names of the account holders, address, bank account number and the full address of the bank branch.

• c. self-attested photocopy of the PAN Cards of all the holders; and

• d. self-attested photocopy of any document (such as Aadhaar Card, Driving Licence, Election Identity Card, Passport) in support of the address of the first holder as registered with the Company.

Shares held in electronic form: Members may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not be able to accede to any direct request from such Members for change/addition/deletion in such bank details. Accordingly, the Members holding shares in demat form are requested to ensure that their DPs update their Electronic Bank Mandate.

Further, please note that instructions, if any, already given by the Members in respect of shares held in physical form will not be automatically applicable to the dividend paid on shares held in electronic form.

For Members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means due to nonregistration of the Electronic Bank Mandate, the Company shall despatch the dividend warrant/demand draft to such Members at the address registered with the Company.

8. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the directors

are interested, maintained under Section 189 of the Act, will be available for inspection in the electronic form (scanned copy) by the Members during the AGM. All documents referred to in the Notice will also be available for inspection in the electronic form (scanned copy) without any fee by the Members from the date of circulation of this Notice up to the date of AGM, i.e.3rd August, 2022. Members seeking to inspect such documents can send an email to company-secretary@simplexgroup.com

9. Unclaimed Dividends

(a) Transfer to the Investor Education and Protection Fund:

Members are hereby informed that the Company is required to transfer dividends which have remained unpaid/unclaimed for a period of seven years from the date on which dividend has become due for payment to the Investor Education and Protection Fund (IEPF) established by the Government. Accordingly, during the year, unclaimed dividends amounting ` 3.73 Lakhs pertaining to the financial year 2013-2014 has been transferred to IEPF on 20th September, 2021.

Members are requested to note that no claim shall lie against the Company in respect of any amount of dividend remaining unclaimed/ unpaid for a period of seven years from the dates they became first due for payment. Any Member, who has not claimed the dividend in respect of the financial year ended 31st March, 2015 is requested to approach the Company/ Share Transfer Agent (STA) of the Company for claiming the same as early as possible but not later than 10th September, 2022.

(b) Details of Unclaimed Dividends on Website:

In order to help Members to ascertain the status of Unclaimed Dividends, the Company has uploaded the information in respect of Unclaimed Dividends for the financial year ended 31st March, 2015 and subsequent years on the website of the Company at www.simplex–group.com under Investor Relations section .

(c) Transfer of “Underlying Share” into IEPF:

In terms of Section 125(6) of the Act read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is

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required to transfer the shares in respect of which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Suspense Account established by the Central Government. As required under the said Rules, the Company has published a Notice in the newspapers inviting the Members attention to the aforesaid Rules. The Company has also sent individual communication to the concerned Members whose shares are liable to be transferred to IEPF Suspense Account, pursuant to the said Rules.

The Company has also uploaded full details of such shares due for transfer as well as unclaimed dividends under “Investor Relations” section on the website of the Company.

10. Nomination Facility

As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or Form SH-14 as the case may be. The said form can be downloaded from the C o m p a n y ’s w e b s i t e h t t p s : / / s i m p l e x - group.com/report.php. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form or to STA in case the shares are held in physical form.

11. The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Act, requires the Company/Share Transfer Agent to record additional details of Members, including their PAN details, email address, bank details for payment of dividend, etc. This request should be submitted in Form ISR-1, which is appended at the end of this Annual Report. Members holding shares in physical form are requested to submit the filled in form to the Company or its Share Transfer Agent. Members holding shares in electronic form are requested to submit the details to their respective Depository Participants.

12. Updation of PAN and other details

• SEBI, vide its circular dated 3rd November, 2021 has mandated furnishing of PAN, KYC details (i.e., Postal Address with Pin Code, email address,

mobile number, bank account details) and nomination details, by the holders of physical securities through Form ISR-1. As per the circular, w.e.f. 1st January 2022, any service requests or complaints received from the Members, will not be processed by STA till the aforesaid details/ documents are provided by the Shareholder. On or after 1st April 2023, in case any of the above cited documents/ details are not available in the Folio(s), STA shall be constrained to freeze such Folio(s).

Accordingly, the Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC and Nomination details. Relevant details and forms prescribed by SEBI to give effect to the aforesaid circular are available on the website of the Company at www.simplex–group.com

13. To support the “Green Initiative”, Members who have not registered their email addresses are requested to register the same with the Company’s STA /their Depository Participants, in respect of shares held in physical/electronic mode respectively.

14. In accordance with Regulation 40(1) of the SEBI Listing Regulations, as amended, the Company has stopped accepting any fresh transfer requests for securities held in physical form. Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get inherent benefits of dematerialisation.

Further, Members may please note that SEBI vide its Circular dated 25th January, 2022 mandated listed companies to issue securities in demat form only while processing any service requests viz. issue of duplicate securities certificate; claim from Unclaimed Suspense Account; renewal/exchange of securities certificate; endorsement; subdivision/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the website of the Company at https://simplex-group.com/ report.php.

15. Voting through Electronic means

• I In compliance with provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and the Listing Regulations, as

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amended from time to time the Company is pleased to provide the Members facility of ‘remote e-voting’ (e-voting from a place other than venue of the AGM) to exercise their right to vote at the AGM. The business may be transacted through e-voting Services provided by National Securities Depository Limited (NSDL).

The facility for voting, through electronic voting system shall also be made available during the AGM. The Members attending the meeting, through VC/OAVM facility and who have not already cast their vote through remote e-voting shall be eligible to vote through e-voting system in the AGM. The Members who have already cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM.

The instructions for Members voting electronically are as under:

• (i) The remote e-voting period begins on Sunday, the 31st July, 2022 at 9:00 A.M. and ends on Tuesday, the 2nd August, 2022 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Wednesday, the 27th July, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 27th July, 2022.

• (ii) Any person, holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding

shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. 27th July, 2022 may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-Voting system”.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-voting system

A) Login method for e-voting and joining virtual meeting for individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9th December 2020, on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

Login method for individual shareholders holding securities in demat mode is given below:

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Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl. com either on a Personal Computer or on a mobile. On the e-Services home page click on the“Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online on IDeAS Portal”or click at https:// eservices.nsdl.com/ SecureWeb/ Ideas Direct Reg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected toe-Voting website of NSDLfor casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/ myeasi/home/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia. com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDL where the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once logged-in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at respective website.

Helpdesk for individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

CDSL.
Login type	Helpdesk details
Individual Shareholders	M e m b e r s f a c i n g a n y
holding securities in	technical issue in login can
demat mode with NSDL	contact NSDL helpdesk by
	sending a request at
	evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• Individual Shareholders M e m b e r s f a c i n g a n y holding securities in technical issue in login can demat mode with CDSL contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia. com or contact at 02223058738 or 022-2305854243

• B) Login Method for e-voting and joining virtual meeting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Login to NSDL e-Voting website?

1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can login at https://eservices.nsdl.com/ with your existing IDEAS login. Once you login to NSDL eservices after using your login credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

2. Manner of holding Your User ID is: shares i.e. Demat (NSDL or CDSL) or Physical a) For Members who 8 Character DP ID followed hold shares in by 8 Digit Client ID demat account with For example if your DP ID is NSDL. IN300 and Client ID is 12 then your user ID is IN30012**.

3. b) For Members who 16 Digit Beneficiary ID hold shares in F o r e x a m p l e i f y o u r demat account with B e n e f i c i a r y I D i s CDSL. 12** then your user ID is 12**

4. c ) F o r M e m b e r s EVEN Number followed by holding shares in Folio Number registered with Physical Form. the company For example if folio number is 001 and EVEN is 120115 then user ID is 120115001

5. Password details for shareholders other than Individual shareholders are given below:

6. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

7. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

8. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

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  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered.**

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details / Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of Company which is 120115 to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and

5. click on “Submit” and also “Confirm” when prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature (s) of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to fcsravisharma@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Sarita Mote at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to support@freedomregistry.co.in

8

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1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to support@freedomregistry.co.in If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-voting and joining virtual meeting for individual shareholders holding securities in demat mode.

2. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

3. In terms of SEBI circular dated 9th December, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

1. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the AGM.

3. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote again at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the AGM shall be the same person mentioned for remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e- Voting instructions mentioned in the notice to avoid last minute rush.

2. Facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM and shall be kept open throughout the proceedings of the AGM.

3. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at company-secretary@simplex-group.com from 28th July, 2022 (9:00 a.m. IST), to 30th July, 2022 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

4. Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.co.in/ 1800 1020 990 /1800 224 430 or contact Ms. Sarita Mote, Assistant Manager, NSDL, at evoting@nsdl.co.in.

5. II The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) i.e. Wednesday, 27th July, 2022.

9

SIMPLEX REALTY LIMITED

• III Shri Ravi Sharma, Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

• IV The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make not later than three days of

EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013 (the Act), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item number 4 of the accompanying Notice dated 25th May, 2022.

Item No. 4

Life Insurance Corporation of India (LIC) vide its letter no. IMA/ND Cell/ RS/ dated 5th May, 2022, withdrew the nomination of Smt. Renu Jain, Director (ZTCGurugram) and appointed Shri Praveen Kumar as its representative on the Board of the Company. Accordingly, Shri Praveen Kumar was appointed as an Additional Director of the Company with effect from 25th May, 2022.

In terms of Section 161(1) of the Act, Shri Praveen Kumar holds office only upto the date of the ensuing AGM of the Company but is eligible for appointment as a Director, whose office shall be liable to retire by rotation.

Shri Praveen Kumar, Aged 60 years, joined the Corporation in December 1985 as a Direct Recruit Officer of the 14th batch. Having done his masters in chemistry, he has rich and varied experience of over 36 years in the Corporation with the distinction of having worked in all four offices of the Corporation i.e. branches, division, zones and central office i.e. from the grass root operational level to the highest policy formulation level.

• conclusion of the meeting a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same.

• V The Results shall be declared on or after the AGM of the Company. The Results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website www.simplex–group.com and on the website of NSDL within two days of passing of the resolutions at the AGM of the Company and communicated to BSE Limited.

Shri Praveen Kumar is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director. The Company has received notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company.

Shri Praveen Kumar does not hold any shares in the Company.

The Board is of the view that the appointment of Shri Praveen Kumar on the Company's Board as Director is desirable and would be beneficial to the Company.

Accordingly, consent of the Members is sought for passing resolution as set out in this Item of the Notice for appointment of Shri Praveen Kumar as a Director of the Company.

Except, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item number 4 except to the extent of their shareholding, if any, in the Company.

By order of the Board of Directors

Kinjal P Shah Company Secretary

Mumbai, 25th May, 2022 CIN: L17110MH1912PLC000351

Registered Office: 30, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mumbai – 400011

10

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DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT IN TERMS OF THE REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AND SECRETARIAL STANDARDS-2 ON GENERAL MEETINGS

Item No. 3

Re- appointment of Smt . Sandhya R. Kini

Smt. Sandhya R. Kini, aged 53 years has been associated with the Company since 2011 and holds 100 equity shares in the Company. She is a commerce graduate from University of Mumbai and has experience in the field of general administration.

She has attended all five Meetings of the Board during the year under review. She currently serves as a Director on the Boards of Lucky Vyapaar and Holdings Private Limited and Simplex Renewable Resources Private Limited. Further, she is not related to any of the Directors or Key Managerial Personnel of the Company.

The Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Smt. Sandhya R. Kini as a Director.

Except Smt. Sandhya R. Kini, none of the Directors and the Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Item No.3 of the Notice.

The Board recommends the Resolution set out at item no.3 of the Notice for your approval.

headed Branches and Divisions during his career. Furthermore, he has experience of working in Rural, Urban and Metro Offices of the Corporation. This multifaceted work experience stood in great stead when during 2002-03, as head of Kanpur Division, he steered the Division to become one of the top business performers of the Corporation. Besides Kanpur Division, he has also headed one of the Divisions of Mumbai.

Before Joining as the Executive Director (New Business & Reinsurance), he has worked as the Executive Director (Marketing: Bancassurance and Alternate Channels) and prior to that he has worked as the General Manager in LIC- Housing Finance Ltd, besides, as the Chief in the Central Office Departments viz. New Business and Reinsurance and Human Resources Development.

Shri Praveen Kumar is not related to any Director or Key Managerial Personnel of the Company and does not hold any shares of the Company.

By order of the Board of Directors

Kinjal P Shah Company Secretary

Item No. 4

Appointment of Shri Praveen Kumar, nominee of LIC as a Director of the Company

Shri Praveen Kumar, aged 60 years, joined the Corporation in December, 1985, as a Direct Recruit Officer of the 14th batch. He has an experience of over 36 years in the Corporation. He has worked in both Marketing and Administrative Assignments and also

Mumbai, 25th May, 2022 CIN: L17110MH1912PLC000351

Registered Office:

30, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mumbai – 400011

11

SIMPLEX REALTY LIMITED

Form ISR – 1

(see SEBI circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 03, 2021 on Common and Simplified Norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination)

REQUEST FOR REGISTERING PAN, KYC DETAILS OR CHANGES / UPDATION THEREOF

[For Securities (Shares / Debentures / Bonds, etc.) of listed companies held in physical form]

Date: / /______

• A. I / We request you to Register / Change / Update the following (Tick relevant box)

PAN	Bank details	Signature
Mobile number	E-mail ID	Address

B. Security Details:

B. Security Details:
Name of the Issuer Company		Folio No.:
Name(s) of the Security holder(s) as per the Certificate(s)	1. 2. 3.
Number & Face value of securities
Distinctive number of securities (Optional)	From To

C. I / We are submitting documents as per Table below (tick as relevant, refer to the instructions):

		Document / Information / Details	Instruction / Remark
1	PAN of (all) the (joint) holder(s)
	PAN Whether it is Valid (linked to Aadhaar): Yes No , PAN shall be valid only if it is linked to Aadhaar by March 31, 2022* For Exemptions / Clarifications on PAN, please refer to Objection Memo in page 4
2		Demat Account Number	, Also provide Client Master List (CML) of your Demat Account, provided by the Depository Participant.

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3		Proof of Address of the first holder		Any one of the documents, only if there is change in the address; Client Master List(CML)of your Demat Account, provided by DP. Valid Passport/ Registered Lease or Sale Agreement of Residence / Driving License / Flat Maintenance bill. Utility bills like Telephone Bill (only land line), Electricity bill or Gas bill - Not more than 3 months old. Identity card / document with address, issued by any of the following: Central/State Government and its Departments, Statutory / Regulatory Authorities, Public Sector Undertakings, Scheduled Commercial Banks, Public Financial Institutions. For FII / sub account, Power of Attorney given by FII / sub-account to the Custodians (which are duly notarized and / or apostilled or consularised) that gives the registered address should be taken. Theproof of address in the name of the spouse	Any one of the documents, only if there is change in the address; Client Master List(CML)of your Demat Account, provided by DP. Valid Passport/ Registered Lease or Sale Agreement of Residence / Driving License / Flat Maintenance bill. Utility bills like Telephone Bill (only land line), Electricity bill or Gas bill - Not more than 3 months old. Identity card / document with address, issued by any of the following: Central/State Government and its Departments, Statutory / Regulatory Authorities, Public Sector Undertakings, Scheduled Commercial Banks, Public Financial Institutions. For FII / sub account, Power of Attorney given by FII / sub-account to the Custodians (which are duly notarized and / or apostilled or consularised) that gives the registered address should be taken. Theproof of address in the name of the spouse	Any one of the documents, only if there is change in the address; Client Master List(CML)of your Demat Account, provided by DP. Valid Passport/ Registered Lease or Sale Agreement of Residence / Driving License / Flat Maintenance bill. Utility bills like Telephone Bill (only land line), Electricity bill or Gas bill - Not more than 3 months old. Identity card / document with address, issued by any of the following: Central/State Government and its Departments, Statutory / Regulatory Authorities, Public Sector Undertakings, Scheduled Commercial Banks, Public Financial Institutions. For FII / sub account, Power of Attorney given by FII / sub-account to the Custodians (which are duly notarized and / or apostilled or consularised) that gives the registered address should be taken. Theproof of address in the name of the spouse
4		Bank details		Account Number: _____ Bank Name: _____ Branch Name: _____ IFS Code: _________ Provide the following: original cancelled cheque with name of security holder printed on it or Passbook or Bank Statement attested by the Bank #		Bank
5		E-mail address #
6		Mobile #

• or any date as may be specified by the CBDT (DP: Depository Participant)

In case it is not provided, the details available in the CML will be updated in the folio

Authorization: I / We authorise you (RTA) to update the above PAN and KYC details in my / our folio (s) ___, __,(use Separate Annexure if extra space is required) in which I / We are the holder(s) (strike off what is not applicable).

Declaration: All the above facts stated are true and correct.

	Holder 1	Holder 2	Holder 3
Signature
Name
Full address
PIN

SIMPLEX REALTY LIMITED

Mode of submission of documents to the RTA

Please use any one of the following mode;

1. In Person Verification (IPV): by producing the originals to the authorized person of the RTA, who will retain copy(ies) of the document(s)

2. In hard copy: by furnishing self-attested photocopy(ies) of the relevant document, with date

3. Through e-mail address already registered with the RTA, with e-sign of scanned copies of documents

4. Service portal of the RTA with e-sign with scanned copies of documents, if the RTA is providing such facility

Note

• It is mandatory for holders of physical securities in listed company to furnish PAN, full KYC details (address proof, bank details, e-mail address, mobile number) and Nomination (for all the eligible folios).

• Upon receipt or up-dation of bank details, the RTA will automatically, pay electronically, all the moneys of / payments to the holder that were previous unclaimed / unsuccessful.

• RTA shall update the folio with PAN, KYC details and Nominee, within seven working days of its receipt. However, cancellation of nomination, shall take effect from the date on which this intimation is received by the Company / RTA.

• RTA shall not insist on Affidavits or Attestation / Notarization or indemnity for registering / up-dating / changing PAN, KYC details and Nomination.

•	Specimen Signature	• •	Provide banker’s attestation of the signature of the holder(s) as per Form ISR – 2 in SEBI circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 03, 2021) and original cancelled cheque with name of security holder printed on it or Bank Passbook or Bank Statement attested by the Bank
•	Nomination**	• • •	Providing Nomination:Please submit the duly filled up Nomination Form (SH-13) or ‘Declaration to Opt out of Nomination’ as per Form ISR–3, in SEBI circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 03, 2021 Change in Existing Nomination:Please use Form SH-14 in SEBI circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 Cancellation of Existing Nomination:use Form SH-14 & Form ISR – 3

** Nomination (Form SH-13 or SH-14) / ‘Declaration to Opt-Out of nomination’ (Form ISR – 3), has to be furnished by the holder(s) separately for each listed company.

(Page No. 3 and 4 is for information to investors; print out of the same is not required)

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Objection Memo that can be raised by the RTA

(only if the relevant document / details is / are not available in the folio or if there is a mismatch / discrepancy in the same or change thereof)

Note

RTAs shall raise all objections, if any / at all, in one instance only; the RTA shall not raise further objections on the same issue again and again, after the holder / claimant furnishes all the prescribed documents and details, unless there is any deficiency / discrepancy in the same.

No.	Item	Documents / Details to be provided to the RTA by the holder(s) / claimant(s)
1	PAN – Exceptions and Clarification	‘Exemptions/clarifications to PAN’, as provided in clause D to ‘Instructions/Check List for Filing KYC Forms’ in Annexure – 1 to SEBI circular No. MIRSD/SE/Cir-21/2011 dated October 05, 2011 on Uniform Know Your Client (KYC) Requirements for the Securities Market, shall also applicable for holder(s) / claimant(s) of securities held in physical mode.
2	Minor mismatch in Signature - minor	The RTA shall intimate the holder at the existing address, seeking objection, if any, within 15 days
3	Major mismatch in Signature or its non availability with the RTA	• Banker’s attestation of the signature of the holder(s) as per Form ISR – 2 • Original cancelled cheque with name of security holder printed on it or Bank Passbook or Bank Statement attested by the Bank
4	Mismatch in Name	Furnish any one of the following documents, explaining the difference in names; • Unique Identification Number (UID) (Aadhaar) • Valid Passport • Driving license • PAN card with photograph • Identity card / document with applicant’s Photo, issued by any of the following: Central / State Government and its Departments, Statutory / Regulatory Authorities, Public Sector Undertakings, Scheduled Commercial Banks, Public Financial Institutions • Marriage certificate • Divorce decree
5	Present address of the holder is not matching with the address available in the folio	RTA shall issue intimation to both the old and new addresses. • In case where the letter is undelivered at the old address, RTA shall not insist for any proof of the old address provided the current address proof is in the form of an address proof issued by a Government Authority. The above procedure will be applicable for request for change in address of the holder also

(Page No. 3 and 4 is for information to investors; print out of the same is not required)