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.

SPML Infra Limited has announced the identification of five Senior Managerial Personnel (SMPs) following its annual organizational review process. The company informed stock exchanges about this development in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Decision and Regulatory Compliance

The Board of Directors of SPML Infra Limited, at its meeting held on 28th March, 2026, identified the Senior Managerial Personnel as per Regulation 16(1)(d) of SEBI regulations. This identification was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates companies to disclose material events and information.

Organizational Restructuring Details

The identification of these personnel as SMPs results from the company's annual review of its organizational structure and hierarchy. The key factor driving this designation is the change in reporting lines, with all identified personnel now reporting directly to the Managing Director as of March, 2026. Additionally, their enhanced roles and functions within the company contributed to their identification as Senior Managerial Personnel.

Identified Senior Managerial Personnel

The company has identified five existing employees as Senior Managerial Personnel across various key functions:

Strategic Implications

The identification of these Senior Managerial Personnel reflects the company's focus on strengthening its leadership structure across critical business functions. The newly identified SMPs represent key areas including operations, technology, human resources, and legal affairs, indicating a comprehensive approach to senior management identification. All identified personnel are existing employees of the company, suggesting internal talent development and recognition of their expanded responsibilities within the organizational framework.