Simplex Realty Ltd

Key AGM resolutions and appointments

• Adoption of Audited Financial Statements for the year ended 31 March 2026, including Consolidated FS.
• Ordinary resolution for re-appointment of Shri Nandan Damani (DIN 00058396) as Director, retiring by rotation.
• Special resolution for re-appointment of Shri Nandan Damani as Managing Director.
• Special resolution for re-appointment of Shri Sanjay N Damani as Joint Managing Director.
• Appointment of Ms. Geeta Prabhakaran as Director.
• Special resolution for appointment of Smt. Sita Sunil as Independent Director.
• Special resolution to revise remuneration terms of Smt. Sandhya R Kini as Whole-time Director.
• Results of remote e-voting to be announced and posted on the company website.

Q1 FY27 results

• Board approved standalone and consolidated unaudited results for quarter ended 30 June 2026.
• Standalone revenue from operations: 20.85 Lakhs; total income: 96.98 Lakhs.
• Standalone PBT: -26.87 Lakhs; PAT: -18.29 Lakhs.
• Consolidated total income: 108.80 Lakhs; consolidated PBT: -17.25 Lakhs.
• EPS standalone: -0.61 Rs per share.
• Emphasis of matter: associate Simplex Papers Limited fully eroded; going concern basis.
• Board re-constituted committees; Annexure B lists composition.
• Results reviewed by Audit Committee; Limited Review by Khandelwal & Mehta LLP.

Financial results approved

• Unaudited standalone and consolidated Q1 2026 results approved for quarter-ended 30 June 2026.

Auditor and going concern

• Statutory auditors carried out a limited review; results prepared under Ind AS.
• Emphasis of matter: associate Simplex Papers Ltd fully eroded; going concern basis maintained.

Governance changes

• Re-constitution of Board Committees effective 5 August 2026; details in Annexure B.

Committee composition

• Audit Committee: Anil Lohia (Chairman); Sanjay N. Damani; Navratan Damani; Satyan Israni; Sita Sunil.
• Nomination & Remuneration Committee: Navratan Damani (Chairman); Satyan Israni; Anil Lohia.

Meeting Details

• Date: 5 August 2026; no time or venue disclosed.

Key Agenda Items

• Consider unaudited standalone and consolidated financial results for quarter ended 30 June 2026.

Other Notes

• Trading window closed from 1 July 2026; reopens 48 hours after results declaration.

AGM details

• AGM scheduled for 5 August 2026 at 12:30 PM via VC/OAVM.
• Book closure from 30 July to 5 August 2026 (both days).
• Record date for voting rights: 29 July 2026.

Key resolutions

• Adoption of Audited Financial Statements and Reports for year ended 31 March 2026.
• Appointment of Shri Nandan Damani as Director in place of those retiring by rotation.
• Re-appointment of Shri Nandan Damani as Managing Director for three years.
• Re-appointment of Shri Sanjay N Damani as Joint Managing Director for three years.
• Appointment of Ms Geeta Prabhakaran as Director (Additional Non-Executive).
• Appointment of Smt. Sita Sunil as Independent Director for five years.
• Remuneration revision of Sandhya R Kini to 76,500 per month from 1 April 2026.

Remuneration & governance details

• Remuneration terms for MD/JMD to be formalised via draft agreements, subject to shareholder approvals.
• Tenure for revised appointments: three years from respective start dates.

AGM & Compliance Update

• AGM 113th scheduled for 5 August 2026 at 12:30 PM IST via VC/OAVM.
• FY2025-26 Annual Report available online; AR link provided.
• Web-link path for AR: https:/simplex-qroup.com/simplex update/Realty Ltd/ANNUAL%20REPORT/SRLAR2025-26.pdf.
• Non-registered email holders will receive AR web-link by letter.
• KYC updation and dematerialisation reminder under SEBI circular; ISR-1/2/3, SH-13/14 online.
• Email ID registration encouraged to receive notices electronically.

Financial performance

• Standalone total income: 1,577.18 Lakhs; net loss: 360.64 Lakhs.
• Standalone EPS: (12.06) per share; prior year profit: 4.40.
• Consolidated income: 1,575.50 Lakhs; loss: 378.66 Lakhs; EPS: (12.53).
• Dividend for 2025-26 not recommended.
• Standalone cash and cash equivalents: 80.96 Lakhs; consolidated 96.18 Lakhs.
• Net debt position: negative 96.18 Lakhs; no borrowings outstanding.
• Shareholder base: promoter 55.12%, public 44.88% as of 31 Mar 2026.

Governance & board changes

• MD Nandan Damani re-appointed as Chairman and MD for three years from 29 Jun 2026.
• Joint Managing Director Sanjay N Damani re-appointed for three years from 1 Jun 2026.
• Geeta Prabhakaran appointed Director; to be considered as Additional Director.
• Sita Sunil appointed Independent Director for five years starting 20 May 2026.
• Remuneration of Sandhya Kini revised to 76,500 per month from 1 April 2026.
• 113th AGM scheduled on 5 August 2026 via VC/OAVM.
• Board met five times in the year.

Projects & developments

• KhushAangan completed and handed over for day-to-day maintenance.
• Casas-Na-Colina Goa: four villas completed, ready for sale.
• Development Agreement with Bandra Anand Vihar Society for redevelopment.
• Supplementary Development & Assignment with Simplex Modern Homes and Society.
• Project transferred to Simplex Modern Homes Private Limited.
• Ongoing evaluation of redevelopment opportunities in Mumbai region.
• Operations focus on consolidation and redevelopment of residential and commercial properties.

Capital structure & liquidity

• Equity share capital: 299.37 Lakhs; promoter holdings 55.12%.
• Public shareholding: 44.88% as of 31 Mar 2026.
• Net debt: negative 96.18 Lakhs; no borrowings outstanding.
• Cash and cash equivalents: standalone 80.96 Lakhs; consolidated 96.18 Lakhs.
• Dividend: not declared; no fund-raising.
• Shareholding pattern: promoter 55.12%, public 44.88%.

Audits & controls

• Statutory auditors Khandelwal & Mehta LLP; unmodified opinion.
• Emphasis: SPL net worth eroded; going concern basis noted.
• Secretarial audit by Taher Sapatwala & Associates; no qualifications.
• Internal controls adequate; governance improvements periodically reviewed.
• Consolidated audit notes no CARO qualifications.

Industry outlook & risks

• FY2025-26 industry outlook positive but cautious; interest rate risks persist.
• Regulatory delays and inflation pressure project costs.
• Opportunities: redevelopment, REITs, private equity; institutional investment rising.
• SRL focuses on redevelopment opportunities and financial discipline.

Subsidiaries & associates

• Subsidiaries: Simplex Modern Homes Pvt Ltd (51%); Simplex Dream Homes LLP (99%).
• Associates: Simplex Mills Company Ltd (48.99%); Simplex Papers Ltd (49.01%).
• Divestment: divested 49% stake in SMHPL to Modern India Ltd.
• Investment: Rs 35 crore via 9% Redeemable Preference Shares.
• SRL equity in SMCL and SPL: 48.99% and 49.01% respectively.

CSR & compliance

• CSR not applicable; CSR committee exists; meets annually.
• CSR policy published on SRL website.
• CSR 2025-26: Nil spent.