SPML Infra Limited has initiated a postal ballot process to seek shareholder approval for the re-appointment of Mr. Tiruvidaimarudhur Srivatsan Sivashankar as an Independent Director. The move ensures continuity in the company’s governance structure following the expiration of Mr. Sivashankar’s initial five-year term on June 8, 2026. Shareholders must act by August 27, 2026, to cast their votes through the remote e-voting system, with the resolution requiring a special majority to pass.

The Board of Directors recommended the re-appointment at its meeting held on May 28, 2026, based on the performance evaluation of Independent Directors and the recommendation of the Nomination and Remuneration Committee. The proposal aligns with Section 149(10) of the Companies Act, 2013, which mandates shareholder approval for the re-appointment of Independent Directors beyond their first term. The Company has received a written notice under Section 160 of the Act from a member proposing Mr. Sivashankar’s candidature, along with his consent in Form DIR-2 and a declaration confirming his independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

The postal ballot notice was issued pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014. The e-voting period commenced on July 29, 2026, at 09:00 A.M. IST and concludes on August 27, 2026, at 05:00 P.M. IST. Only members whose names appear in the Register of Members or List of Beneficial Owners as of the cut-off date, July 24, 2026, are eligible to vote. The voting rights are proportional to the paid-up equity share capital held as on the record date.

Mr. Tumul Maheshwari, Practising Company Secretary (Membership No. 16464), has been appointed as the Scrutinizer to conduct the postal ballot in a fair and transparent manner. The results will be announced within two working days of the conclusion of e-voting and displayed on the company’s website, the NSDL website, and the stock exchange portals. Institutional shareholders are required to submit scanned copies of relevant Board Resolutions or authority letters to the Scrutinizer via email.

Candidate Profile and Tenure Details

Mr. Tiruvidaimarudhur Srivatsan Sivashankar brings over 35 years of experience in financial services, including private equity, capital markets, corporate finance, and treasury. He holds a B.Tech in Electronics Engineering and an MBA from IIM Lucknow. Currently serving as the Chief Financial Officer of Tonbo Imaging, he previously worked as Managing Director, Private Equity, at The Rohatyn Group and held various roles at Citibank. He was first appointed to the Board on June 8, 2021, and attended three Board meetings during the last financial year. He does not hold any shares in SPML Infra Limited and has no other directorships in listed entities.

As an Independent Director, Mr. Sivashankar will be entitled to receive sitting fees and reimbursement of expenses for attending company meetings. The Board stated that his continued association would be of immense benefit to the company. Except for the appointee and his relatives, no other Director, Key Managerial Personnel, or their relatives are concerned or interested in the resolution.

SPML Infra Limited has allotted 6,93,999 equity shares and 95,39,449 warrants on a preferential basis to raise capital and convert debt into equity. The allotment was approved by the Board of Directors through a circular resolution passed on July 18, 2026. The equity shares were issued at a price of ₹186 per share, including a premium of ₹184, while the warrants were priced at ₹186 each. The warrants will be converted into equity shares within 18 months from the date of allotment in accordance with SEBI (ICDR) Regulations, 2018.

The preferential allotment involved an infusion of ₹5.75 crore for the equity shares issued to non-promoters. Additionally, National Asset Reconstruction Company Ltd converted an existing loan of ₹7.16 crore into 3,84,858 equity shares. The company also allotted warrants to the promoter group and non-promoters, raising an initial 25% of the warrant amount, totaling ₹44.36 crore. The remaining 75% will be infused upon the conversion of warrants into equity shares.

Allotment Details

The allottees include a mix of promoter group entities and non-promoters. The table below details the fund infusion, loan conversion, and the resulting equity and warrant allocations.

The issuance was conducted in compliance with Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, following in-principle approval from the National Stock Exchange and BSE Ltd.