SPML Infra Limited has completed the allotment of 8,50,000 equity shares to its promoter group entity through warrant exercise. The Board of Directors approved this allotment through Circular Resolution passed on 10th April, 2026, in compliance with regulatory requirements under SEBI regulations.

Share Allotment Details

The company has allotted equity shares on preferential basis to Niral Enterprises Pvt Ltd, which is identified as a promoter group entity. The allotment represents the exercise of rights attached to an equivalent number of warrants held by the entity.

Regulatory Compliance

The allotment has been undertaken in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended. The company has also ensured compliance with other applicable rules and regulations prescribed by regulatory or statutory authorities.

The intimation was provided to both National Stock Exchange and BSE Limited as per Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, ensuring proper disclosure to stakeholders.

Financial Impact

The preferential allotment at Rs. 215.00 per share, which includes a significant premium of Rs. 213.00 over the face value of Rs. 2.00, demonstrates confidence from the promoter group in the company's prospects. This warrant exercise represents a capital infusion that will strengthen the company's financial position.

SPML Infra Limited has issued a comprehensive postal ballot notice to shareholders seeking approval for significant corporate transactions and governance matters. The notice, dated April 2, 2026, outlines two key resolutions requiring shareholder consent through remote e-voting.

Material Related Party Transaction Approval

The company seeks approval for material related party transactions with JWIL Infra Limited, valued up to Rs. 1500 crore during financial year 2026-27. JWIL Infra Limited operates in water supply, distribution, and management sectors, aligning with SPML Infra's core business activities.

The relationship stems from JWIL Infra Limited having a Key Managerial Personnel who is the son of Mr. Sushil Sethi, Vice-Chairman and Director of SPML Infra Limited. Historical transaction values show Rs. 143.44 crore in FY 2024-25 and Rs. 149.32 crore up to Q3 FY26.

JWIL Infra Financial Performance (FY 2024-25)

The proposed transactions encompass various business activities including purchase and sale of goods, engineering services, operation and maintenance services, joint venture agreements, and creation of Special Purpose Vehicles as required by tender conditions.

Director Remuneration Proposal

The second resolution seeks approval for paying Rs. 10,00,000 per annum remuneration to Mr. Tharuvai Venugopal Rangaswami (DIN: 01957380), nominee director representing National Asset Reconstruction Company Limited (NARCL).

This remuneration is in addition to sitting fees for attending board and committee meetings. The payment stems from the Master Restructuring Agreement dated May 17, 2024, and requires special resolution approval under Section 197 of the Companies Act, 2013.

Voting Process and Timeline

Shareholders can participate in the postal ballot exclusively through remote e-voting via NSDL platform. The voting process includes specific timelines and eligibility criteria.

The company has appointed Mr. Tumul Maheshwari, Practising Company Secretary, as scrutinizer to conduct the postal ballot process. Shareholders whose names appear in the Register of Members or Beneficial Owners list as on the cut-off date are eligible to vote.

Regulatory Compliance and Approvals

Both resolutions comply with regulatory requirements under SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, and Companies Act, 2013. The Audit Committee has reviewed and approved the related party transactions, confirming they will be conducted at arm's length basis in the ordinary course of business.

The Board of Directors recommends both resolutions for shareholder approval. Related parties, including Mr. Subhash Chand Sethi and Mr. Sushil Sethi, will abstain from voting on the related party transaction resolution as per regulatory requirements.