Intimation of Postal Ballot notice

SPML 27th July, 2026 National Stock Exchange BSE Limited Exchange Plaza, Phiroze Jeejeebhoy Towers Plot No. C/1, G Block, Dalal Street, Bandra (E), Mumbai-400051 Mumbai-400001 (NSE Scrip Code: SPMLINFRA) (BSE Scrip Code: 500402) Sub: Postal Ballot Notice (only through remote e-voting only) Intimation under Regulation Dear Sirs, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of Postal Ballot together with Explanatory Statement sent to the members of the Company whose names appeared on the Register of Members/List of Beneficial Owners as on Cut-off date i.e. Friday, 24th July, 2026. The copy of the above Notice is also available on the website of the Company at www.spml.co.in Kindly take the above on record. Thanking you, For SPML Infra Limited Swati Digitally signed by Swati Agarwal AgarwalDate: 2026.07.27 18:03:42 +05'30' Swati Agarwal Company Secretary SPML INFRA LIMITED CIN: L-tOl06WBl98lPLC276372 Rood.Oflice:22,CamacStreet,Block-A.3rdFloor.Kolkata700016 ph:+91 334009120011247 E-mail:info@spml.oo.inIWebsite:www.spml.co.in S P M L Enoineerinm llf@ SPML INFRA LIMITED CIN: L40106WB1981PLC276372 Registered Office: 22, Camac Street, Bloack-A, 3rd Floor, Kolkata- 700016 Tel.: 033-40091200 ● E-mail: cs@spml.co.in●Website: www.spml.co.in POSTAL BALLOT NOTICE (Pursuant to Provision of Section 110 of the Companies Act, 2013 read with Rule 22 of the (Management and Administration) Rules, 2014) Dear Members, Notice is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), General Circular Nos. 03/2025 dated 22nd September, 2025 read with earlier Circulars, issued by the Ministry of Corporate Affairs in this regard (“MCA Circulars”), SEBI Circular No. SEBI/HO/DDHS/DDHS-PoD- 1/P/CIR/2025/83 dated June 05, 2025 read with earlier Circulars issued by SEBI (together “SEBI Circulars”) Secretarial Standard - 2 on General Meetings (“Secretarial Standard”) issued by the Institute of Company Secretaries of India (“SS-2”) and other applicable provisions of the Act, regulations, rules, circulars and notifications issued thereunder applicable regulations, that the Company seeks approval of the Members, via Postal Ballot through remote e-voting process (“remote e-voting”) only. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 pertaining to the said resolution setting out the material facts and the reasons thereof form part of this Postal Ballot notice (the “Postal Ballot Notice”). The Notice will also be placed on the website of the Company at www.spml.co.in and the website of NSDL. The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively. The Company has appointed Mr. Tumul Maheshwari, Practising Company Secretary (Membership No. 16464) to act as the Scrutinizer for conducting the Postal Ballot in a fair and transparent manner in accordance with the provisions of the Act and the Rules made thereunder. The Members shall exercise their right to vote on the matters included in the Notice of Postal Ballot by electronic means i.e. through e-voting services provided by NSDL. The e-voting period commences on Wednesday, 29th July, 2026 at 09.00 A.M. IST and ends on Thursday, 27th August, 2026 at 05.00 P.M. IST. Members are requested to carefully read the instructions given in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 05.00 P.M. IST on Thursday, 27th August, 2026. Remote e-voting will be blocked by NSDL immediately thereafter and will not be allowed beyond the said date and time. The Resolutions shall be deemed to have been passed on Thursday, 27th August, 2026, being the last date for remote e-voting, if approved by the requisite majority. SPECIAL BUSINESS 1. Re-appointment of Mr. Tiruvidaimarudhur Srivatsan Sivashankar (DIN: 02720714 ) as an Independent Director of the Company To consider and if thought fit, to pass the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed thereunder, as amended from time to time, read with Schedule IV to the Act, and applicable provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Articles of Association of the Company and on the recommendation of Nomination and Remuneration Committee, Mr. Tiruvidaimarudhur Srivatsan Sivashankar (DIN: 02720714), who meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and read with the Regulation 16(1)(b) of the Listing Regulations, as amended from time to time, and who has submitted a declaration to that effect and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for a second term of 1(one) year with effect from 08th June, 2026 upto 07th June, 2027. RESOLVED FURTHER THAT any of the Directors of the Company be and is hereby authorized to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.” Date: 18th July, 2026 By Order of the Board Place: Kolkata For SPML Infra Limited Sd/- Swati Agarwal Company Secretary NOTES: 1. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 read with Secretarial Standards on General Meetings (‘SS-2’) and other applicable provisions of the Act read with Rules framed thereunder setting out the material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations and the reasons for the proposed resolution is annexed hereto and forms part of this notice. 2. In line with the MCA and SEBI Circulars, the Company is sending this Postal Ballot Notice to the Members in electronic form only. Accordingly, the communication of assent or dissent of the Members would take place through remote e-voting system only. 3. As per Section 110 of the Act read with Rule 22 of the Companies (Management & Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Postal Ballot Notice is being sent via email only to the Members of the Company, whose names appear in the Register of Members or the list of Beneficial Owners, as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on Friday, 24th July, 2026 (“cut-off date”). Any person who is not a Member as on the cut-off date should treat this Postal Ballot Notice for information purposes only. 4. A copy of this Postal Ballot Notice is also available on the Company’s website at www.spml.co.in, the relevant sections on website of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively, and on the website of the NSDL www.nsdl.co.in. 5. The voting rights of the Members shall be in proportion to their share of the paid-up Equity Share Capital of the Company as on Friday, 24th July, 2026. 6. Resolution, if passed by the Members through postal ballot, is deemed t [Showing first 8,000 characters — download PDF for full document]