SPML Infra Limited — Capital/Financing Update 2022

Jan 20, 2022

To, National Stock Exchange Exchange Plaza, Plot No. C/1, G Block, Bandra (E), Mumbai-400051 (NSE Scrip Code: SPMLINFRA)

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400001 (BSE Scrip Code: 500402)

Sub: Outcome of Board Meetini:

Dear Sirs,

With reference to the captioned subject and in terms In terms of the Regulation ³⁰ of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we would like to inform you that Board of Directors in the Meeting held on ZQth January, 2022, inter-alia, has considered and approved the following:

• 1. To increase the Authorised Capital of the company by 65,00,000 Preference Shares of face value of Rs. 100/- each aggregating to amount of Rs. 65 Crore and altering Clause V of the Memorandum of Association of the Company, subject to the approval of members of the Company.
• 1. Issuance of upto 27,75,000 Equity Shares of face value of Rs. 2/- each at ^a price of Rs. 46/- per equity share including premium of Rs. 44/- per equity share, on preferential basis to Promoters and Promoter Group, by conversion of their existing unsecured loans in the Company, subject to the approval of Members in General Meeting and the relevant Stock Exchanges. Details as required under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 with respect to the proposed Preferential Issue is enclosed as Annexure A.
• 1. Issuance of upto 34,04,930 Compulsorily Convertible Preference Shares (CCPS) of face value of Rs. 100/- each of the Company, aggregating to Rs 34.05 Crs, on preferential basis to Promoters and Promoter Group by conversion of their existing unsecured loan in the Company, subject to the approval of Members in General Meeting and the relevant Stock Exchanges. The same shall be converted into Equity Shares of the Company at Rs. 46/- including premium of Rs. 44/- per share. The said CCPs shall be converted into equity shares of the Company within 18 months of the allotment as per the SEBI (ICDR) Regulations, 2018. Details as required under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 with respect to the proposed Preferential Issue is enclosed as Annexure B.
• 1. The Board has decided to initiate the process of preferential allotment before initiating the Rights Issue for meeting the terms of the ongoing Debt Resolution Plan, which is at the advance stage with the Lenders. Therefore, the Board has decided to proceed with the Rights Issue after Preferential allotment and implementation of the Debt Resolution Plan in the Company.
• 1. To convene an Extra Ordinary General Meeting of the Company on Monday, 21st February, 2022.

Kindly take the above on record.

Thanking you, For SPML Infra Limited ?· ?""tSt Swati Agarw)i) Company Secretary

SPML INFRA LIMITED

22, Camac Street, Block-A, 3rd Floor, Kolkata- ^{700 016} Ph: +91 ^{33 4009} 1200/234/247 E-mail: info@spml.co.in IWebsite: www.spml.co.in CIN: L40106DL1981PLC012228

Regd. Office: F-27/2, Okhla Industrial Area, Phase-II New Delhi-110020 ISO 9001:2015

ANNEXUREA

DETAILS REGARDING PREFERENTIAL ISSUE

The details, as required under Regulation 30 read with in Para ^A of Part ^A of Schedule Ill of the Listing Regulations are mentioned hereunder:

Sr. No.	Particulars	Details
l.	of securities to be issued Tvne proposed	Equity
2.	Type of issua nee	(Conversion of Preferential issue Unsecured Loan Equity) into
3.	Total number of securities proposed to be issued the or total for which the will be issued; securities amount	Upto 27,75,000 Equity Shares of face value of Rs. 2/-each
4.	of Preferential entity In Issue the listed shall case disclose the following additional details the stock to exchange(s):
	narne(s) of the investor(s); i.	The Equity Shares following shall be allotted the to Promoter and Promoter group: Mr. Sushi I Kumar Sethi a. M/s Zoom b. Industrial Services Ltd. Mis SPML India Ltd. C.
	Category of the ii. investor	& Promoter Promoter group
	Pre-Preferential shareholding; iii. Allotment	pre-preferential allotment Shareholding The of the Allottees is as follows: Mr. Sushi) Sethi- Kumar 2.88% a. b. M/s Zoom Industrial Services Ltd.- 6.82% M/s SPML India Ltd.- 5.78% c. pre-preferential Shareholding The total of the whole Promoter and is 29.88% promoter group
	Post-Preferential Allotment shareholding; iv. issue	post-preferential The allotment Shareholding of the allottees is as follows: Mr. Sushi! Kumar Sethi- 3.45% a. b. M/s Zoom Industrial Services Ltd.- 10.47% M/s SPML India Ltd.- 7.52% C. Accordingly, the preferential shareholding of post the and after allotment of promoter promoter group the equity shares and before conversion of CCPS will be 34.81 % share of Rs.
	price; v.	Rs. 46/- including premium 44/- per share per
5.	Lock-in Requirements	The Shares shall be locked (ICDR) in as the SEBI per Regulations, 2018

SPML INFRA LIMITED

22, Camac Street, Block-A, 3rd Floor, Kolkata- 700 016 Ph: +91 33 4009 1200/234/247 E-mail: info@spml.co.in I Website: www.spml.co.in Cl N: L40106DL1981PLC012228

Regd. Office: F-27/2, Okhla Industrial Area, Phase-II New Delhi-110020 ISO ⁹⁰⁰¹ :2015

ANNEXURE B

DETAILS REGARDING PREFERENTIAL ISSUE

The details, as required under Regulation ³⁰ read with in Para ^A of Part ^A of Schedule Ill of the Listing Regulations are mentioned hereunder:

Sr. No.	Particulars	Details
1.	Type of securities proposed to be issued	0% Compulsorily Convertible Preference Share (CCPS)
2.	Type of issuance	Preferential (Conversion of unsecured issue loan into 0% CCPS)
3.	Total number of securities proposed to be issued the or for which total the securities be issued; amount will	Upto 34,04,930 0% CCPS of face value of Rs. 100/- each be converted into equity shares to issue price at of Rs. 46/-
4.	In of Preferential Issue the case listed shall entity disclose following additional the details the stock to exchange(s):
	name(s) i. of the investor(s);	The CCPS shall be allotted following promoter the to Group: M/s Zoom Industrial a. Services Ltd. b. M/s SPML India Ltd M/s Niral Enterprise Pvt. Ltd.* C.
	Category ii. of the investor	Promoter Group
	iii. Pre-Preferential Allotment shareholding;	Pre-preferential Shareholding of the Promoter and after promoter allotment of 27,75,000 Equity group Share shall be 34.81 %
	iv. Post-Preferential Allotment shareholding;	Post-preferential Shareholding after conversion of CCPS into Equity Share in one tranches (not or more than 5% of the expanded Paid Up Capital in any more given financial year) shall be approximately 45.12%
	issue price; v.	The CCPS are being issued for at par by conversion of unsecured loan. CCPS The shall be convertible into equity shares of the Company during the period of 18 months from the elate of allotment specified in the as ICDR Regulations, the conversion price of Rs. 46 at equity share including premium per of Rs. 44 per equity share
5.	Lock-in Requirements	The CCPS be issued and allotted to the Promoter to
		Group shall be subject lock-in the to as per requirement of the provisions of the SEBI ICDR Regulations. 2018.
6.	of CCPS Terms	1. Face Value: Each CCPS shall have a face value of Rs.100/- (Rupees One Hundred Only). 2. Form: The CCPs shall be allotted in clematerialisecl form and shall Rupee be denominated, unsecured, unlisted, unrated, compulsorily convertible and subject the to provisions of the Companies Act, 2013, the ICDR Regulations and the Memorandum and Articles of Association of the Company.

SPML INFRA LIMITED

22, Camac Street, Block-A, 3rd Floor, Kolkata- ^{700 016} Ph: +91 33 4009 1200/234/247 E-mail: info@spml.co.in I Website: www.spml.co.in CIN: L40106DL1981PLC012228

Regd. Office: F-27/2, Okhla Industrial Area, Phase-II New Delhi-110020 ISO 9001:2015

3.	Conversion Ratio / Other Conversion Terms: Each CCP shall be 2.17equity convertible into the shares of Company having face value of a Rs.2/- (Rupees Only) each. Two Any fraction on the be ignored. The CCPS shall same may compulsorily mandatorily and into equity convert shares of the Company, the conversion as per specified above ratio within 18 months from the date of allotment specified the in ICDR as Regulations, the conversion of Rs. 46/- price at including premium of Rs. 44/- per share.
4.	Interest: The CCPS shall 'nil' interest. carry
5.	Voting: The CCPS shall voting not carry any rights.
6.	Amendment of The Board/Committee terms: may, subject to the applicable laws and of consent CCP Holders, the the of allotment and terms vary / or CCPS, from of the conversion time to time, as it think fit the best in interest of the may Company.

*Niral Enterprise Pvt. Ltd. is deemed Promoter Group Company. However, Niral Enterprise Pvt. Ltd shall be considered as the Promoter Group shareholder after allotment of equity on conversion of CCPS.

SPML INFRA LIMITED 22, Camac Street, Block-A, 3rd Floor, Kolkata- ^{700 016} Ph: +9133 4009 1200/234/247 E-mail: info@spml.co.in I Website: www.spml.co.in

CIN: L40106DL1981PLC012228

Regd. Office: F-27/2, Okhla Industrial Area, Phase-II New Delhi-110020 ISO 9001:2015