SPML Infra Conducts EGM on May 16, 2026; Approves Preferential Issuance of Equity Shares and Warrants

SPML Infra Limited held an Extra Ordinary General Meeting (EGM) on Saturday, May 16, 2026, at 12:30 P.M. through Video Conference/Other Audio Visual Means (VC/OAVM). The meeting was conducted in compliance with applicable Ministry of Corporate Affairs circulars, SEBI regulations, and the Companies Act, 2013. The proceedings were disclosed to stock exchanges pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting Proceedings and Attendance

Mrs. Swati Agarwal, Company Secretary, welcomed members and briefed them on participation procedures. Mr. Sushil Sethi, Vice Chairman Director, chaired the meeting and called it to order upon confirmation of requisite quorum. Ms. Arundhuti Dhar, Independent Director, and Mr. Manoj Kumar Digga, Executive Director, were also present at the meeting. With the consent of members present, the Notice convening the EGM was taken as read, following which the Chairman addressed the shareholders.

The remote e-voting facility was open from Wednesday, May 13, 2026, at 9:00 AM IST until Friday, May 15, 2026, at 5:00 PM IST. Members attending via VC/OAVM who had not cast their votes through remote e-voting were permitted to vote during the EGM. The Board of Directors appointed Mr. Tumul Maheshwari, Practicing Company Secretary, as the Scrutinizer to supervise the e-voting process.

Special Business Transacted

The EGM, convened pursuant to a notice dated April 24, 2026, transacted the following special business items through remote e-voting:

Resolution Details Resolution 1: Issuance of up to 3,09,141 equity shares on a preferential basis to non-promoters by infusion of fresh funds Resolution 2: Issuance of up to 95,39,449 warrants on a preferential basis to the Promoter Group and non-promoters by infusion of fresh funds Resolution 3: Issuance of up to 3,84,858 equity shares to National Asset Reconstruction Company Limited (non-promoter) on a preferential basis through conversion of an existing loan

Members present were given an opportunity to raise questions and seek clarifications, which were addressed by the Chairman and Directors in attendance.

Post-Meeting Disclosures

Following the conclusion of the meeting, the e-voting facility on the NSDL platform remained open for 15 minutes to enable members to cast their votes. The Chairman authorized Mrs. Swati Agarwal to carry out the e-voting process and conclude the meeting. The consolidated voting results — comprising both remote e-voting and e-voting at the EGM — are to be disseminated to the stock exchanges and made available on the company's website at www.spml.co.in upon receipt of the Scrutinizer's report from Mr. Tumul Maheshwari. The meeting concluded at 1:25 PM, including the time allowed for e-voting at the EGM.

SPML Infra Limited has submitted a newspaper advertisement to the National Stock Exchange and BSE Limited, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The advertisement, published on 8th May 2026 in the Business Standard English edition and the Arthik Lipi Bengali edition, pertains to a Special Window for Transfer-cum-Dematerialisation of Physical Securities. The submission was made by Company Secretary Swati Agarwal on behalf of the company.

Special Window for Physical Share Transfer

Pursuant to SEBI Circular No. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/166 dated 7th September 2020, read with SEBI Circular No. SEBI/HO/MIRSD/RTAMB/P/CIR/2021/602 dated 23rd July 2021, SPML Infra Limited has notified its shareholders of a Special Window open for a period of one year. The key details of this window are summarised below:

Parameter: Details Window Open Date: 5th February 2026 Window Close Date: 4th February 2027 Duration: One year Mode of Issuance: Dematerialised form only Lock-in Period: One (1) year from date of registration of transfer RTA Contact: M/s Maheshwari Datamatics Pvt Ltd RTA Address: 23, R.N. Mukherjee Road, 5th Floor, Kolkata - 700 001 RTA Email: mdpldc@yahoo.com RTA Tel: 033-2248-2248 and 2243-5029

Eligibility Criteria for Re-Lodgement

The Special Window is applicable only for the following categories of shareholders:

Shareholders whose share transfer request was lodged prior to April 1, 2019 but was either rejected or returned due to deficiency in documents, process, or otherwise.

Shareholders whose share transfer request was not lodged prior to April 1, 2019 and who continue to hold the Original Share Certificate along with a duly executed transfer deed.

Key Conditions and Requirements

Shareholders intending to re-lodge transfer requests under this Special Window must note the following mandatory conditions:

All shares transferred under the special window will be issued exclusively in dematerialised form.

The lodger must possess a Demat Account and provide its Client Master List along with the transfer documents and share certificates.

Securities transferred shall remain under a lock-in period of one (1) year from the date of registration of transfer and shall not be transferred, pledged, or hypothecated during this period.

Shares re-lodged for transfer, including those requests pending with the Company or RTA as on date, shall be issued in dematerialised form subject to successful verification.

The RTA will be able to accept transfer requests only up to February 4, 2027.

Company and RTA Contact Details

Shareholders are requested to contact the company's Registrar and Share Transfer Agent for all matters related to this Special Window. Additionally, all shareholders are requested to update their e-mail address with the Company's Registrar and Share Transfer Agent or Depository Participants. The registered office of SPML Infra Limited is located at 22, Camac Street, Block-A, 3rd Floor, Kolkata - 700016, and can be reached at Tel.: 033-40091200, E-mail: cs@spml.co.in , or Website: www.spml.co.in .

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