SPML Infra Limited — AGM Information 2024

Sep 20, 2024

==> picture [94 x 48] intentionally omitted <==

20[th] September, 2024

To,

National Stock Exchange BSE Limited Exchange Plaza, PhirozeJeejeebhoy Towers Plot No. C/1, G Block, Dalal Street, Bandra (E), Mumbai-400051 Mumbai-400001 (NSE Scrip Code: SPMLINFRA) (BSE Scrip Code: 500402)

Sub: Proceedings of Annual General Meeting (AGM) of the Company held on 20[th] September, 2024 through - Video Conference (VC)/ Other Audio Visual Means (OAVM)

Dear Sirs,

Pursuant to Regulation 30 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform that the 43[rd] Annual General Meeting (AGM) of the Shareholders of the Company was held today, i.e. Friday, the 20[th] September, 2024 at 01:00 P.M. through Video conference/ Other Audio Visual Means (VC/OAVM). The Meeting was held in compliance with the General Circular nos. 14/2020, 17/2020, 20/2020, 39/2020, 02/2021, 10/2021, 20/2021, 02/2022, 11/2022 and 09/2023 issued by the Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/CMDI/CIR/P/2020/79, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 issued by the Securities and Exchange Board of India (SEBI) and as per the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

Mrs. Swati Agarwal, Company Secretary, welcomed the Members to the Meeting and briefed them on certain points relating to their participation at the Meeting through audio visual means.

Mr. Subhash Chand Sethi, Chairman and Whole Time Director of the Company, chaired the Meeting. The Chairman welcomed the shareholders to the Meeting and on requisite quorum being present, called the meeting to order.

Mr. Prem Singh Rana, Chairman of the Audit Committee, and Mr. Tirudaimarudhur Srivastan Sivashankar Chairman of the Stakeholder Relationship Committee and Ms. Arundhati Dhar, Independent Director, Mr. Sushil Kumar Sethi, Vice Chairman & Non- executive Director and Mr. Manoj Digga Executive Director and CFO were present at the meeting.

Statutory Auditor and Secretarial Auditor of the Company were also present at the meeting through Video Conferencing from their respective locations.

With the consent of the Members present, the Notice convening the AGM and the Auditor's Report for the year ended March 31, 2024 was taken as read.

At this occasion the Chairman delivered his speech to the Shareholders.

The Company Secretary informed the Members that that the Remote e-Voting facility was open from 17[th] September, 2024, Tuesday at 9:00 AM IST till 19[th] September, 2024, Sunday at 5:00 PM IST to all the Shareholders of the Company. She further informed that the members attending the AGM, through Video Conferencing (VC) / Other Audio Visual Means (OAVM), who have not casted, their votes by Remote e-Voting, can cast their vote through e-Voting during the AGM.

The Board of Directors had appointed Mr. Tumul Maheshwari, Practicing Company Secretary as the Scrutinizer to supervise the e-voting process.

In terms of the Notice dated 27[th] August, 2024 convening the 43[rd] AGM of the Company, the following businesses were transacted at the Meeting through remote e-voting.

==> picture [483 x 74] intentionally omitted <==

==> picture [94 x 48] intentionally omitted <==

ORDINARY BUSINESS

1. To receive, consider and adopt the standalone and the consolidated Financial Statements of the Company for the financial year ended March 31, 2024 and the reports of the Board of Directors and Auditor’s thereon

2. To appoint Director in place of Mr. Subhash Chand Sethi (DIN: 00464390), who retires by rotation and being eligible, offers himself for re-appointment

SPECIAL BUSINESS

1. To ratify the Remuneration of Cost Auditor for the Financial Year 2024-25

2. To approve the Memorandum of Understanding/Loan Agreement entered between the Company and the Promoter and Promoter Group

3. To approve the issuance of Equity Shares to Promoter Group and Non-promoter by way of fresh infusion of funds on a preferential basis

4. To approve the issuance of Equity Shares to Promoter / Promoter Group and Non-promoter on a preferential basis by way of conversion of loan

5. To approve the issuance of Warrants to Promoter Group and Non-Promoter on a preferential basis

Members present at the Meeting were given an opportunity to ask questions and seek clarification(s). The Company Secretary appropriately responded to the questions/concern raised.

The members were informed that the facility for e-voting on the NSDL platform would continue to remain open for 15 minutes from the conclusion of the Meeting to enable members to cast their vote.

The Chairman authorized Mrs. Swati Agarwal to carry out the e-voting process and conclude the Meeting. The Chairman further informed the Members that the consolidated voting results i.e remote e-voting and e-voting at the Annual General Meeting will be disseminated to the Stock Exchanges on which the Company's shares are listed and will also be made available on the website of the Company at www.spml.co.in on receipt of the of the Report from Mr. Tumul Maheshwari Scrutinizer of the Company

The Chairman thanks to the Shareholders and the meeting was concluded at 01.45 PM (including time allowed for e-voting at AGM).

The above is for your information.

Thanking you,

Yours faithfully, For SPML Infra Ltd

Swati Digitally signed by Swati Agarwal Date: 2024.09.20 Agarwal 13:49:53 +05'30'

Swati Agarwal Company Secretary

==> picture [483 x 74] intentionally omitted <==