Simplex Realty Limited — AGM Information 2025

Jul 10, 2025

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10th July, 2025

Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001

BSE Security Code 503229

Dear Sir/ Madam,

Sub: Notice of the 112th Annual General Meeting (the AGM/ the Meeting) of the Company for F.Y. 2024-25

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed herewith is the Notice along with the Explanatory Statement of the 112th AGM of the Company scheduled to be held on Wednesday, the 6[th] August, 2025 at 12 noon through Video Conferencing / Other Audio-visual Means. The said Notice forms part of the Annual Report 202425, which is being sent through electronic mode to the Members.

• The Annual Report 2024-25 is available on the website of the Company at : https://simplex group.com/simplex_update/Realty_Ltd/ANNUAL%20REPORT/Simplex%20Realty%20Ltd%20BS%202025.pdf

This is for your information and records.

Yours faithfully, For Simplex Realty Limited

POOJA PARESH Digitally signed by POOJA PARESH BAGWE BAGWE Date: 2025.07.10 12:47:03 +05'30' Pooja Bagwe Company Secretary and Compliance officer Encl.: a/a

CIN: L17110MH1912PLC000351

Registered Office: 30, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mahalaxmi (E), Mumbai – 400011 T: +91 22 23082951 l E:mail: investors@simplex-group.com l Website:www.simplex-group.com company-secretary@simplex-group.com

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NOTICE

Notice is hereby given that the Hundred and Twelfth ANNUAL GENERAL MEETING of the Members of SIMPLEX REALTY LIMITED (the Company) will be held on Wednesday, the 6th day of August, 2025 at 12 noon 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, 2025 and the Reports of the Directors’ and Auditors’ thereon.

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

To appoint a Director in place of Smt. Sandhya R. Kini (DIN-03346789), who retires by rotation and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS:

3. Appointment of Smt. Manju Bagga as a Director

To consider and, if thought fit, to pass, with or without modification(s), 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, Smt. Manju Bagga (DIN: 11095929 ), who was appointed as an Additional Director of the Company by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee with effect from 25th May, 2025 and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member signifying her candidature for the office of Director, be and is hereby appointed as a Director (Category: NonExecutive) of the Company, liable to retire by rotation, provided that her appointment shall be

subject to approval by the shareholders in a general meeting at-least once in every five years;

RESOLVED FURTHER THAT the Board and/or Key Managerial Personnel of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable, or expedient to give effect to this resolution.”

4. Revision in terms of remuneration of Smt. Sandhya R Kini (DIN: 03346789), Whole- time Director of the Company

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT in partial modification of the resolution passed by the Members in the 111th Annual General Meeting of the Company held on 7th August, 2024, for re-appointment of Smt. Sandhya R Kini, Whole-time Director, designated as an Executive Director and pursuant to the provisions of Sections 197 of the Companies Act, 2013 (the Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Schedule V of the Act (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), and as approved by Nomination and Remuneration Committee and Board of Directors, consent of the Members of the Company be and is hereby accorded for revision in the remuneration of Smt. Sandhya R. Kini by way of increase in the maximum amount of salary to 71,500/- per month ( Seventy One Thousand Five Hundred Only) with proportionate to increase in the benefits related to her basic salary and perquisites, if any (including the remuneration to be paid in the event of no profits or its profits are inadequate in any financial year during her tenure, effective from 1st April, 2025 for the unexpired period of her term, as set out in the Explanatory Statement annexed to the Notice convening this meeting;

RESOLVED FURTHER THAT all other terms and conditions of appointment, as approved earlier by the Members in the Annual General Meeting of the Company held on 7th August, 2024 and which are not dealt with in this resolution, shall remain unaltered.”

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5. Appointment of M/s. Taher Sapatwala & Associates, Practicing Company Secretaries as Secretarial Auditors:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution

“RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any statutory modification(s) or reenactment(s) thereof for the time being in force, the consent of the Members be and is hereby accorded for the appointment of M/s. Taher Sapatwala & Associates, Practicing Company Secretaries (Firm Unique Code: S2016MH378000 & Peer Review Certificate No. 2703/2022) as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, from financial year 2025-26 to financial year 2029-30, at such remuneration (plus applicable taxes and out-ofpocket expenses at actuals) and on such terms

NOTES:

1. The Ministry of Corporate Affairs (“MCA”) permitted holding of the AGM through VC/OAVM, without physical presence of the Members at a common venue. In compliance with the MCA Circulars, AGM of the Company is being held through VC/OAVM. The Registered Office of the Company shall be deemed to be the venue for the AGM. [General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013”, General Circular Nos. 20/2020 dated May 5, 2020 and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 in relation to “Clarification on holding of AGM through VC/OAVM, collectively referred to as “MCA Circulars”].

2. The Company has engaged National Securities Depository Limited (NSDL), to provide the VC/ OAVM facility for conducting the 112th Annual General Meeting (the AGM/ the meeting) and for voting through remote e-voting and e-voting at the AGM. The procedure for participating in the Meeting through VC/OAVM, forms part of this Notice.

and conditions as may be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to modify and/or revise the terms and conditions of the said appointment, including the remuneration of M/s. Taher Sapatwala & Associates, as it may deem appropriate, and to do all such acts, deeds, matters and things as may be necessary, proper, or expedient to give effect to this resolution.”

By Order of the Board of Directors

Pooja Bagwe Company Secretary

Mumbai, 21st May, 2025

CIN: L17110MH1912PLC000351 Registered Office:

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

1. The Explanatory Statement pursuant to the provisions of Section 102 of the The Companies Act, 2013( the Act), in respect of the Special Business under Item numbers 3,4 and 5 of the Notice dated 21st May, 2025 is appended hereto. The relevant details of the Directors seeking Appointment pursuant to the Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 is given in Annexure to this Notice.

2. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of the Members has been dispensed with and, therefore there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip and Route Map of the AGM are not annexed to this Notice.

3. The Members can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The Members will be able to view the live proceedings by logging into the NSDL e-voting website at www.evoting.nsdl.com. The facility of participation at the AGM through VC/OAVM will be

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made available to at least 1,000 Members on a first come first served basis.

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

1. 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, and relevant documents referred to in the Notice of this AGM will be available electronically (scanned copy) for inspection by the Members during the AGM. Members seeking to inspect such documents can send an email to companysecretary@simplex-group.com by mentioning name and Folio number/DP ID and Client ID.

2. Pursuant to Regulation 46 of the SEBI Listing Regulations and in line with the MCA Circulars, the Notice calling the AGM and Annual Report has been uploaded 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, www.bseindia.com and is also available on the website of e-voting agency i.e. NSDL at www.evoting.nsdl.com.

Additionally, in accordance with Regulation 36(1) (b) of the SEBI Listing Regulations, the Company also sending a letter to Members whose e-mail ids are not registered with Company /RTA/ DP/ providing a web-kink of Company's Website where the complete details of the Annual Report 2024-25 is available.

1. Book Closure

2. i. The Register of Members and Transfer Books of the Company will be closed from Thursday, the 31st July, 2025 to Wednesday, the 6th August, 2025 (both days inclusive) for the purpose of the AGM, subject to approval of the Members.

9. Unclaimed Dividends:

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

Members are hereby informed that the dividend which remains unpaid/unclaimed for a period of seven years from the date of transfer to the unpaid dividend account of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Government.

Accordingly, during the year, unclaimed dividends amounting ` 96,941/- pertaining to the financial year 2016-2017 has been transferred to IEPF on 8th October, 2024.

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 2021-2022, 20222023 and 2023-2024 is requested to approach the Company/RTA of the Company for claiming the same.

(b) Details of Unclaimed Dividends:

In order to help the Members to ascertain the status of their Unclaimed Dividends, the Company has uploaded the information in respect for the financial year 2021-2022 and subsequent years on the website of the Company at www.simplex-group.com under “Investor Relations” section. Further, Members are requested to note that the Unclaimed dividend pertaining to financial year 2021-2022, is due for transfer to IEPF on 2nd September, 2029.

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

In terms of Section 124(6) of the Act read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the Company is required to transfer the shares in respect of dividends remained unclaimed for a period of seven consecutive years to the IEPF 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

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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 Company’s website https://simplex-group.com . Members are requested to submit the said details to their DP in case the shares are held by them in electronic form or to RTA in case the shares are held in physical form.

The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Act, requires the Company/RTA 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 form to the Company or its Registrar and Transfer Agent. Members holding shares in electronic form are requested to submit the details to their respective Depository Participants.

11. Updation of PAN and other details

The SEBI, vide its circular dated 16th March, 2023 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 October, 2023, any service requests or complaints received from the Members, will not be processed by RTA till the aforesaid details/ documents are provided by the Shareholders. On or after 1st October, 2023, in case any of the above cited documents/ details are not available in the Folio(s), RTA shall be constrained to freeze such Folio(s).

Further Shareholders holding shares in physical form are requested to ensure that their PAN is linked to Aadhaar to avoid freezing of folios. Such frozen folios shall be referred by RTA/ Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and or Prevention of Money Laundering Act, 2002, after 31st December, 2025.

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 https://simplex-group.com

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

• 13 . 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 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 t h e C o m p a n y a t h t t p s : / / s i m p l e x - group.com/report.php.

14. 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, as amended, Secretarial Standards-2 on General Meetings issued by ICSI and Regulation 44 of the SEBI Listing Regulations, as 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 in respect of business to be transacted as mentioned in the Notice of the AGM.

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

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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 3rd August, 2025 at 9:00 A.M. and ends on Tuesday, the 5th August, 2025 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 30th July, 2025, 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 Wednesday, the 30th July, 2025.

• (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 P a s s w o r d ” o p t i o n a v a i l a b l e o n www.evoting.nsdl.com or contact t 02248867000. 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. Wednesday, the 30th July, 2025 may follow steps mentioned in the Notice of the AGM under “Access to NSDL e- Voting system”.

Instructions for Remote e-Voting

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 December 9, 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. 4.	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 provideri.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 & 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 for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.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 hold 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 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. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile Appisavailableon tiApp Store • GooglePloy flII
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on 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 able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Type of shareholders

Login Method

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. upon logging 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 or e-Voting service provider i.e. NSDL and 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.

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

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

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at or call at 022 - 4886 7000 evoting@nsdl.com
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21- 09911

• 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 Log-in 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 log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is In300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 134100 then user ID is 134100001

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

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

3. b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘ i n i t i a l p a s s w o r d ’ w h i c h w a s 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.

4. c. How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, y o u r ‘ i n i t i a l p a s s w o r d ’ i s 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’.

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

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

6. 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.

7. b) Physical User Reset Password?” (If you are holding shares in physical m o d e ) o p t i o n a v a i l a b l e o n www.evoting.nsdl.com.

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

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

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

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

12. 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 for which you wish 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 click on “Submit” and also “Confirm” when prompted.

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

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

7. 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 of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to csbinitthakur@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than

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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.

1. 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.

2. 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 : 022 - 4886 7000 or send a request at evoting@nsdl.com

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 RESOLUTION 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 company-secretary@simplexgroup.com

2. 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 (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to company-secretary@simplex-group.com. 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 for Individual shareholders holding securities in demat mode.

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

4. In terms of SEBI circular dated 9th December, 2020 on e-Voting facility provided by Listed Companies,

5. 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.

THE 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 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” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join 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. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

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SIMPLEX REALTY LIMITED

1. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

2. 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@simplexgroup.com before Wednesday, 30th July, 2025. 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.

3. 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, 30th July, 2025.

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 businesses mentioned under Item Numbers 3,4 and 5 of the accompanying Notice dated 21st May, 2025.

Item Number 3

Life Insurance Corporation of India's (LIC) vide its letter number IBO/ND Cell/ SS/ dated 5th March, 2025 nominated Smt. Manju Bagga, Executive Director of LIC as its representative on the Board of the Company in place of Shri Praveen Kumar who ceased to be Director with effect from 25th May, 2025. Accordingly, Smt. Manju Bagga, was appointed as an Additional Director of the Company with effect from 25th May, 2025. In terms of Section 161(1) of the Act, Smt. Manju Bagga holds office till the date of the ensuing AGM of the Company but she is eligible for appointment as a Director, whose office shall be liable to retire by rotation.

Smt. Manju Bagga, Aged 60 years, joined the Corporation in September 1989 as a Direct Recruit Officer of the 17th batch. Having done her MBA in Business, Management Marketing and Related support services. she has rich and varied experience of over 35 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

• III The Company has appointed Shri Binit Kumar (Membership No. FCS 10859 /CP No.21698), Practicing Company Secretary, to act as the Scrutinizer, for conducting the Remote e-Voting, 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 conclusion of the meeting a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairperson 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.

grass root operational level to the highest policy formulation level. Smt. Manju Bagga is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given her consent to act as Director. The Company has received notice in writing from a Member under Section 160(1) of the Act signifying her candidature for the office of Director of the Company. Smt. Manju Bagga does not hold any shares in the Company. The Board is of the view that the appointment of Smt. Manju Bagga 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 Smt. Manju Bagga 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 3 except to the extent of their shareholding, if any, in the Company.

The Board recommends in ordinary resolution set out at item number 3 of the accompanying notice for approval of members.

The Explanatory Statement together with the accompanying Notice of the AGM may also be regarded as a disclosure under Regulation 36(3) of the Listing

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Regulations and Secretarial Standard on General Meetings (SS-2) of ICSI. Brief Profile and other details of Smt. Manju Bagga has been given in the annexure attached to the Notice.

Item Numbers 2 and 4

The Members at the Annual General Meeting of the Company held on 7th August, 2024, approved the reappointment of Smt. Sandhya R Kini as a Whole-time Director designated as an Executive Director for a period of three years with effect from 21st October, 2024 to 20th October, 2027 on a remuneration consisting of ` 61,500/- per month subject to annual revision, if any.

Taking into consideration of her efforts given to and involvement in the Company and her present salary and future revisions, if any, and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 21st May, 2025, has approved the revision in the salary from existing 61,500/- per month to 71,500/- per month with effect from 1st April, 2025.

Smt. Sandhya R Kini has been associated with the Company since 2011. Smt. Sandhya R Kini is commerce graduate and having experience in the field of general administration and governance. The aforesaid remuneration payable to Smt. Sandhya R Kini as the Executive Director is within the maximum limits as laid dawn under Section 197 and all other applicable provisions, if any of the Act, in line with provisions, Schedule V to the Act as amended and subject to the approval of the Members to be obtained at this AGM and to the extent any of the provisions herein are inconsistent or contrary to terms of such approval, the latter will prevail.

The Board consider that the aforesaid remuneration payable to Smt. Sandhya R Kini as the Executive Director is commensurate with her abilities and experience.

Except Smt. Sandhya R. Kini, none of the Director, Key Managerial Personnel & their relatives are concerned and interested, financially or otherwise in the resolution set out at item number 2 and 4 to the extent of her shareholding , if any in the Company.

The Board recommends an ordinary resolution set out at item numbers 2 and 4 of the accompanying notice for approval of members.

The Explanatory Statement together with the accompanying Notice of the AGM may also be regarded as a disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) of ICSI. Brief Profile and other details of

Smt. Sandhya R. Kini has been given in the annexure attached to the Notice.

Item Number 5

Pursuant to the recent amendment to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”), which shall come into effect from 1st April, 2025, the appointment of Secretarial Auditor(s) is now required to be approved by the shareholders at the Annual General Meeting of the Company.

M/s. Taher Sapatwala & Associates, Company Secretaries (Firm Unique Code: S2016MH378000), has been serving as the Secretarial Auditor of the Company since FY 2019-20. The firm is peer-reviewed and holds a valid Peer Review Certificate No.2703/2022, issued by the Institute of Company Secretaries of India. Shri. Taher Sapatwala has a postqualification experience of more than nine years as a Company Secretary in Practice and an overall professional experience of more than fifteen years.

The Board of Directors, at its meeting held on 21st May, 2025, based on the recommendation of the Audit Committee, has approved the appointment of M/s. Taher Sapatwala & Associates Company Secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive years commencing from the financial year 2025–26 to financial year 202930, at a remuneration of ` 55,000/- (Rupees Fifty Five Thousand only) (plus applicable taxes) for the financial year ending 31st March, 2026. The remuneration for the remaining years of the term shall be fixed/revised by the Board of Directors of the Company, based on the recommendation of the Audit Committee.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends an ordinary resolution set out at item number 5 of the accompanying notice for approval of Members.

By Order of the Board of Directors

Pooja Bagwe Company Secretary Mumbai, 21st May, 2025

CIN: L17110MH1912PLC000351 Registered Office: 30, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk Mumbai-400011

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SIMPLEX REALTY LIMITED

Disclosure as required under Regulation 36 (3) of the SEBI Regulations and Secretarial Standards -2 on General Meetings are given below:

General Meetings are given below:
Name of Director	Smt. Manju Bagga	Smt. Sandhya R Kini
DIN	11095929	03346789
Date of Birth	5th February, 1965	6th June, 1969
Age	60 years	56 years
Category	Independent Director	Whole -time Director
Nationality	Indian	Indian
Qualification	Post Graduate, MBA	B.Com from University of Mumbai
Brief resume including nature of expertise in specific functional Area	She has multi-dimensional broad management experience and knowledge across all domains of Life Insurance business encompassing leadership, Business Development, strategy planning, policy making and operations.	She has vast experience in the field of administration and general management of the Company.
Terms and Conditions of Appointment/ Re-appointment	As detailed in the respective resolutions and explanatory statement
Shareholding including shareholding as beneficial owner	Nil	100
Relationship with other Director / Key Managerial Personnel	None	None
List of Directorship in other companies	NIL	Lucky Vyapaar and Holdings Private Limited Simplex Renewable Resources Private Limited
C h a i r p e r s o n / M e m b e r o f t h e Committees of the Board of the Company	Nil	Nil
No. of Board Meetings attended during the financial year 2024-25	It is proposed to appoint Smt. Manju Bagga, as a Director for the first term on the Board and hence, these details are not applicable.	7 (Seven)
Remuneration paid in the year 2024-25	Not Applicable	Rs 7,38,000/-
Remuneration sought to be paid	Sitting Fees and commission as approved by the Board of Directors	Smt. Sandhya R Kini will be entitled to such remuneration as approved by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee and in line with the Policy of the Company and approval granted by the shareholders.
Listed Entities from which resigned as Director in past 3 years	Nil	Nil

*Committee Chairpersonship / Membership includes only Audit Committee and Stakeholders Relationship Committee of Public Limited Company (whether listed or not) are considered.

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