SPML Infra Shareholders Approve Related Party Transactions and Director Remuneration via Postal Ballot

SPML Infra Limited has successfully concluded its postal ballot process, with shareholders approving both resolutions put to vote via remote e-voting. The voting period closed on Sunday, 03 May 2026 at 5:00 PM IST, and scrutinizer Mr. Tumul Maheshwari of MT & Co., Company Secretaries, submitted his consolidated report to the company on 04 May 2026. The results were disclosed to the stock exchanges on 05 May 2026 by Company Secretary Swati Agarwal, in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Postal Ballot Process Overview

The postal ballot notice was dated 01 April 2026, and the remote e-voting facility was open from Saturday, 04 April 2026 at 09:00 AM IST through Sunday, 03 May 2026 at 05:00 PM IST. The cut-off date for determining eligible shareholders was Tuesday, 31 March 2026. Out of a total of 23,502 shareholders as on the cut-off date, notices were dispatched electronically to 22,369 shareholders whose email IDs were registered with the company, RTA, or depository. The dispatch was completed on 02 April 2026. National Securities Depository Limited (NSDL) served as the e-voting service provider, while M/s. Maheshwari Datamatics Private Limited acted as the Registrar and Share Transfer Agent (RTA).

Key parameters of the postal ballot are summarised below:

Parameter: Details Record / Cut-off Date: Tuesday, 31 March 2026 Total Shareholders on Cut-off Date: 23,502 Notices Dispatched Electronically: 22,369 E-Voting Opens: 04 April 2026, 09:00 AM IST E-Voting Closes: 03 May 2026, 05:00 PM IST Total Resolutions Passed: 2 Total Participating Shareholders: 130 Total Shares Held by Participants: 2,61,53,198

Resolution 1: Related Party Transactions with JWIL Infra Limited (Ordinary Resolution)

The first resolution sought shareholder approval for material related party transactions with JWIL Infra Limited. The promoter and promoter group, holding 31,165,957 shares, did not cast votes under this resolution. The resolution was classified as an ordinary resolution, with the promoter/promoter group noted as interested parties.

Category: Shares Held Votes Polled % Polled Votes in Favour Votes Against % in Favour % Against Promoter & Promoter Group: 31,165,957 - - - - - - Public – Institutions: 12,282,808 5,204 0.42 378 4,826 7.26 92.74 Public – Non-Institutions: 35,372,570 42,20,905 11.93 42,20,486 419 99.99 0.01 Total: 7,88,21,335 42,26,109 5.36 42,20,864 5,245 99.89 0.12

Of the votes polled, 86 members voted in favour with 4,220,864 votes (99.88%), while 37 members voted against with 5,245 votes (0.12%). No invalid votes were recorded. Notably, votes cast by three (3) shareholders aggregating to 40,66,573 equity shares were not considered and were treated as invalid for the purpose of the postal ballot results.

Resolution 2: Remuneration to Nominee Director (Special Resolution)

The second resolution sought approval for payment of remuneration to Mr. Tharuvai Venugopal Rangaswami (DIN: 01957380), Nominee Director, in addition to sitting fees. This was classified as a special resolution, with the promoter/promoter group also noted as interested parties.

Category: Shares Held Votes Polled % Polled Votes in Favour Votes Against % in Favour % Against Promoter & Promoter Group: 31,165,957 21,895,622 70.25 21,895,622 - 100.00 - Public – Institutions: 12,282,808 5,204 0.42 5,204 - 100.00 - Public – Non-Institutions: 35,372,570 42,52,372 12.02 42,51,951 421 99.99 0.01 Total: 7,88,21,335 26,152,198 33.18 2,61,52,777 421 99.99 0.01

A total of 94 members voted in favour with 26,152,777 votes (100%), while 36 members voted against with 421 votes (negligible percentage). No invalid votes were recorded under this resolution.

Compliance and Disclosure

The scrutinizer confirmed that all relevant records pertaining to the e-voting conducted for the postal ballot were handed over to the Chairman of the Company for safe-keeping. The results, along with the scrutinizer's report, are to be hosted on the company's website at www.spml.co.in and on the NSDL website at www.evoting.nsdl.com . The report was issued under UDIN No. A016464H000266659, dated 04 May 2026, from Delhi, by Payal Maheshwari, Proprietor, MT & Co., C.P. No. 5554. Both resolutions have been passed with the requisite majority as required under the Companies Act, 2013 and applicable SEBI regulations.

SPML Infra Limited's board of directors, in a meeting held on April 23, 2026, approved a comprehensive preferential issue aggregating ₹190.34 crores comprising equity shares and warrants. The company has also issued notice for an Extraordinary General Meeting (EGM) scheduled on May 16, 2026 at 12:30 PM through video conferencing to seek shareholder approval for the proposed issuance. The capital expenditure has been increased from ₹176.44 crore to ₹238.43 crore to support expansion initiatives.

Preferential Issue Components

The preferential issue comprises three distinct components targeting different investor categories. The issuance includes up to 3,09,141 equity shares at ₹186 per share (including premium of ₹184) aggregating ₹5.75 crores for cash consideration to non-promoter allottees. Additionally, up to 95,39,449 warrants at ₹186 per warrant aggregating ₹177.43 crores will be issued, with each warrant convertible into one equity share within 18 months of allotment. The third component involves issuance of up to 3,84,858 equity shares at ₹186 per share aggregating ₹7.16 crores to National Asset Reconstruction Company Ltd for conversion of loan.

Component Details Amount Cash Consideration Equity Shares Up to 3,09,141 shares at ₹186 per share ₹5.75 crores Warrants Issue Up to 95,39,449 warrants at ₹186 per warrant ₹177.43 crores Loan Conversion Equity Shares Up to 3,84,858 shares at ₹186 per share ₹7.16 crores Total Aggregate Amount ₹190.34 crores

Capital Expenditure and Expansion Plans

The board has approved an increase in capital expenditure from ₹176.44 crore to ₹238.43 crore to support the expansion of Battery Energy Storage System (BESS) capacity from 2.5 GWh to 5 GWh. The expansion includes development of allied facilities such as container manufacturing capacity of 600 units per annum. The funds raised will be utilized for capital expenditure, working capital requirements, and general corporate purposes.

Expansion Component Specification BESS Capacity Increase From 2.5 GWh to 5 GWh Container Manufacturing 600 units per annum capacity Revised Capital Expenditure ₹238.43 crores

Allottee Categories and Distribution

The preferential issue encompasses 23 proposed allottees across promoter group and public categories. Major warrant recipients include promoter group entities such as Zoom Industrial Services Limited (20,16,000 warrants), Niral Enterprises Pvt Ltd (20,16,000 warrants), and Rishabh Homes Private Limited (5,38,000 warrants). National Asset Reconstruction Company Ltd will receive 3,84,858 equity shares through loan conversion. Public investors including Manju Vijay Kedia, Danta Vyapar Kendra Limited, and Rama Alloys Pvt Ltd are among the other allottees. All allotments are subject to approval from members in the general meeting and relevant stock exchanges.

We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better.

Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians.

As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. Most screening, trading, investing platforms available today are more or less similar to each other, and they have not evolved with time. While both traders & investors have gotten smart about how they make money and build wealth, as users they have continued to use the same products, features, and platforms that were available for years with little or no innovation.

We plan to change that - a technology-led and artificial intelligence enabled platform built for super traders and long term investors.

Disclaimer:

The data and information provided on this website is for general informational and research purposes only. While we strive to ensure that the content is accurate, up-to-date, and reliable, this platform utilizes artificial intelligence (AI) tools to generate, curate, and summarize information. As such, the content may occasionally contain errors, omissions, or outdated information. All users are therefore advised to cross verify the source of the data and information.

This website does not constitute professional, legal, financial, medical, or any other form of licensed advice. Users are encouraged to independently verify any information before relying on it, especially for decisions that may have legal, financial, or personal consequences.

The views, analyses, and summaries presented on this platform may be generated or assisted by AI and do not necessarily reflect the opinions of the website owners, operators, editors, or affiliates.

We make no warranties or representations, express or implied, regarding the completeness, accuracy, reliability, suitability, or availability of the information contained on this website. Any reliance you place on such information is strictly at your own risk.

This website may include links to third-party sources or content. We do not control or endorse the nature, accuracy, or availability of those external sites and are not responsible for any content or damages arising from their use.

By using this website, you acknowledge and agree that the use of AI-generated content involves inherent limitations, uncertainties and inaccuracies, and you accept full responsibility for how you interpret and use the information provided.

We reserve the right to modify, update, or remove content and this disclaimer at any time without prior notice.