SPML Infra EGM: All Three Special Resolutions Passed; E

SPML Infra Limited held an Extra Ordinary General Meeting (EGM) on Saturday, May 16, 2026, at 12:30 PM 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. All three special resolutions placed before shareholders were passed with requisite majority. Subsequently, on May 18, 2026, the company submitted the e-voting results along with the Scrutinizer's Report to the stock exchanges pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 20 of the Companies (Management and Administration) Rules, 2014.

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 and CFO, were also present at the meeting. 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.

Shareholder Participation

The cut-off date for identifying eligible voters was May 9, 2026. As of that date, there were 24,674 equity shareholders holding 8,39,16,179 equity shares. A total of 41 shareholders attended the meeting through Video Conferencing — 2 from the Promoter and Promoter Group, and 39 from the Public. According to the Scrutinizer's consolidated report, 92 shareholders holding 89,69,224 equity shares participated through remote e-voting, while 11 shareholders holding 33 shares cast their votes electronically during the EGM.

Special Business Transacted

The EGM, convened pursuant to a notice dated April 24, 2026, transacted the following special business items:

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

E-Voting Results

All three resolutions were classified as Special Resolutions, with the Promoter/Promoter Group not being interested in any of the agenda items. The consolidated voting outcome across all resolutions was identical, as detailed below:

Metric: Details Total Shares Held: 83,916,179 Total Votes Polled: 89,69,257 % of Votes Polled on Outstanding Shares: 10.69% Total Votes in Favour: 89,69,203 Total Votes Against: 54 % of Votes in Favour on Votes Polled: 99.9984% % of Votes Against on Votes Polled: 0.0006%

The category-wise voting breakdown for each resolution was as follows:

Category: Shares Held Votes Polled % Polled Votes in Favour Votes Against Promoter and Promoter Group: 3,43,75,790 46,68,776 13.58% 46,68,776 — Public – Institutions: 1,23,23,710 5,826 0.05% 5,826 — Public – Non-Institutions: 3,72,16,679 42,94,655 11.54% 42,94,601 54 Total: 8,39,16,179 89,69,257 10.69% 89,69,203 54

For Resolution 1 and Resolution 2, votes in favour accounted for 99.9984% of votes polled, while votes against represented a negligible 0.0006%. For Resolution 3, votes in favour accounted for 99.9994% of votes polled, with votes against at 0.0006%. There were no invalid votes recorded for any of the three resolutions. All three resolutions were declared passed with requisite majority by the Chairman.

Post-Meeting Disclosures

The Scrutinizer's Report was prepared by Mr. Tumul Maheshwari of MT & Co., Company Secretaries, Delhi, bearing UDIN No. A016464H000380091, dated May 16, 2026. M/s. Maheshwari Datamatics Private Limited served as the Registrar and Share Transfer Agent (RTA), and M/s. National Securities Depository Limited (NSDL) provided the e-voting platform via https://evoting.nsdl.com . The EGM notice was sent to 21,543 shareholders out of a total of 23,042 on April 24, 2026. The voting results and Scrutinizer's Report were submitted to the stock exchanges by Mr. Manoj Kumar Digga, Director and CFO, on May 18, 2026. The consolidated results are also available on the company's website at www.spml.co.in .

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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