Simplex Realty Limited concluded its 113th Annual General Meeting (AGM) on August 5, 2026, securing shareholder approval for key board changes including the re-appointment of its top leadership and the induction of two new directors. The meeting, held via Video Conferencing/Other Audio Visual Means (VC/OAVM), also approved a revision in the remuneration terms for Whole-time Director Sandhya R Kini.

The proceedings were conducted in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Nandan Damani, Chairman of Simplex Realty Limited, presided over the meeting, which began at 12:30 p.m. and concluded at 12:52 p.m. A total of 27 members attended the virtual gathering. The Statutory Auditors and Secretarial Auditor were present via video conference to address any queries regarding their reports dated May 20, 2026.

Board Resolutions and Appointments

Shareholders voted on several ordinary and special resolutions concerning the company’s governance structure. The primary focus was on retaining experienced leadership while expanding the board with new expertise.

Nandan Damani, who retires by rotation, was eligible and offered himself for re-appointment as a Director. His role as Managing Director was also subject to a special resolution for re-appointment. Similarly, Sanjay N Damani, Joint Managing Director, sought re-appointment through a special resolution.

New Director Inductions

The board expanded with the appointment of Geeta Prabhakaran as a Director under an ordinary resolution. Additionally, Sita Sunil was appointed as an Independent Director via a special resolution, bringing her DIN (00041722) into the company’s governance framework. These appointments aim to strengthen the board’s oversight capabilities and independent perspective.

Remuneration Revision

A special resolution was passed to revise the terms of remuneration for Sandhya R Kini, who serves as the Whole-time Director of the company. This adjustment reflects the board’s decision to align executive compensation with current market standards and performance expectations.

Voting Process and Compliance

Remote e-voting facilities were provided to all members from August 2, 2026, at 9:00 a.m. to August 4, 2026, at 5:00 p.m., facilitated by National Securities Depository Limited (NSDL). Members who had not voted remotely were given the opportunity to vote during the AGM. The combined results of the remote e-voting and the Scrutinizer’s Report will be intimated to the stock exchanges and published on the company’s website, www.simplex-group.com , within the stipulated timeframe.

Simplex Realty reported a significant narrowing of its standalone net loss to ₹18.29 lakh for the quarter ended June 30, 2026, compared to a ₹112.73 lakh loss in the same period last year. The improvement was primarily driven by a near-total absence of development costs and a deferred tax asset benefit of ₹8.58 lakh, offsetting a sharp 91.7% decline in operational revenue. Consolidated results showed a net loss of ₹8.67 lakh for the period, an improvement from the ₹113.83 lakh loss recorded in Q1FY25.

The Board of Directors approved the unaudited financial results on August 5, 2026, pursuant to Regulations 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results were reviewed by the Audit Committee and subjected to a limited review by the statutory auditors, Khandelwal & Mehta LLP. The Board also reconstituted its committees effective August 5, 2026.

Financial Performance

Revenue from operations dropped significantly to ₹20.85 lakh in Q1FY26, down from ₹250.16 lakh in Q1FY25. This decline reflects minimal property development activity during the period, as cost of development was nil for the quarter. Total income stood at ₹96.98 lakh, supported by other income of ₹76.13 lakh, which partially offset the low operational revenue. In contrast, total expenses decreased to ₹123.85 lakh from ₹302.55 lakh year-on-year, primarily due to the absence of development costs and reduced finance charges.

On a consolidated basis, revenue remained flat at ₹20.85 lakh, while other income increased to ₹87.95 lakh from ₹103.41 lakh. The consolidated net loss attributable to owners of the company was ₹14.57 lakh, compared to ₹113.83 lakh in Q1FY25. Finance costs were negligible at ₹0.48 lakh, down from ₹27.28 lakh in the prior year quarter.

Auditor Emphasis on Associate Risks

The statutory auditors included an emphasis of matter regarding the company’s associate, Simplex Papers Limited. Investments in Simplex Papers Limited have been fully eroded as of June 30, 2026, with accumulated losses wiping out its net worth. Despite this, management has not recorded an impairment, stating it is actively exploring business opportunities for the associate. Consequently, the financial results have been prepared on a going concern basis.

Additionally, Simplex Mills Company Limited, another associate, holds loans and advances recoverable from Simplex Papers Limited. These loans have not been impaired in Simplex Mills’ financials, relying on management’s assertion that business opportunities are being explored for Simplex Papers Limited. The auditors noted that this situation casts doubt on the associate’s ability to continue as a going concern.

What the Numbers Show

The drastic reduction in net loss is largely non-operational in nature. With revenue from operations falling by over 90%, the improvement in profitability is driven by a near-total absence of development costs and a deferred tax asset benefit of ₹8.58 lakh. This indicates that the core property development business remains dormant, with financial performance sustained primarily by other income and cost containment rather than operational growth. The continued erosion of value in associates poses a long-term risk to the group’s consolidated equity.