SPML Infra Limited — Proxy Solicitation & Information Statement 2025

Feb 21, 2025

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21[st] February, 2025

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: Postal Ballot Notice (only through remote e voting only) Intimation under Regulation 30

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, 14[th] February, 2025.

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 Date: 2025.02.21 Agarwal 11:57:37 +05'30'

Swati Agarwal Company Secretary

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SPML INFRA LIMITED

CIN: L40106WB1981PLC276372 Registered Office : 22, Camac Street, Block-A, 3rd Floor, Kolkata - 700016 Tel.: 033-40091200 l E-mail: cs@spml.co.in l Website: www.spml.co.in

POSTAL BALLOT NOTICE

(Pursuant to 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. 09/2024 dated 19th September, 2024 read with earlier Circulars, issued by the Ministry of Corporate Affairs in this regard (“ MCA Circulars ”), SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 03, 2024 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 (“SS2”) 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 Saturday, 22nd February, 2025 at 09.00 A.M. IST and ends on Sunday, 23rd March, 2025 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 Sunday, 23rd March, 2025. 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 23rd March, 2025, being the last date for remote e-voting, if approved by the requisite majority.

SPECIAL BUSINESS

1. To approve material related party transactions with JWIL Infra Limited

• To consider, and if thought fit, to pass as an ORDINARY RESOLUTION the following:

“RESOLVED THAT pursuant to Regulation 23 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the other applicable provisions, including applicable provisions of the Companies Act, 2013, if any, read with the rules made thereunder (“the Act”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Company’s Policy on Related Party Transactions and as per the recommendation/ approval of the Audit Committee and the Board of Directors of the Company, the members hereby accord approval to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee

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constituted/ empowered/ to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to enter into contract(s)/ arrangement(s)/ transaction(s) with JWIL Infra Ltd, a related party of the Company, as detailed in the explanatory statement annexed to this notice on such terms and conditions as may be agreed with JWIL Infra Ltd, for an aggregate value of up to Rs. 1500 crore to be entered during the period commencing from the date of passing of this resolution till the expiry of twelve months thereafter and the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm’s length and in the ordinary course of business of the Company;

RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Committee, Director(s) or Chief Financial Officer, Company Secretary or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts and take such steps including execution of all such contracts, agreements, documents, instruments and writings, as may be considered necessary or expedient, with power to alter and vary the terms and conditions of such contracts / arrangements / transactions that may arise in this regard.

RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects.”

By order of the Board of Directors For SPML Infra Limited

Sd/Swati Agarwal Company Secretary

Place: Kolkata Date: 13[th] February, 2025

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, 14th February, 2025 (“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, 14th February, 2025.

6. Resolution, if passed by the Members through postal ballot, is deemed to have been passed as if it has been passed at a General Meeting of the members and the last date of the e-Voting shall be the date on which the resolution shall be deemed to have been passed,

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1. The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the voting by Postal Ballot will be announced not later than two working days from the conclusion of e-voting and will also be displayed on the Company website www.spml.co.in and on the website of NSDL www.nsdl.co.in, and on website of the Stock Exchanges i.e. BSE and NSE.

2. The remote e-voting period begins on Saturday, the 22nd February, 2025 at 09:00 A.M. and ends on Sunday, 23rd March, 2025 at 05:00 P.M. During this period the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) Friday, 14th February, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, 14th February, 2025.

3. Members who have not registered their e-mail address so far, are requested to register their e-mail address for receiving all communications from the Company electronically with RTA at email id mdpl.yahoo.co.in

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in DEMAT mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in DEMAT mode are allowed to vote through their DEMAT account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their DEMAT accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in DEMAT mode is given below:

Type ofshareholders Type of shareholders	LoginMethod Login Method	LoginMethod Login Method
Individual Shareholders holding securities in DEMAT mode with NSDL. Individual Shareholders holding securities in DEMAT mode with NSDL.	1. 2. 3 1. 2. 3.	ExistingIDeASuser can visit the e-Serviceswebsite ofNSDLViz. https://eservices. nsdI.com either ona Personal Computer orona mobile. On the e-Services home pageclick on the “Beneficial Owner" icon under“Login"which is available under ‘IDeAS'section, thiswillprompt you toenteryourexistingUser IDand Password. Aftersuccessfulauthentication, you will be able to see e-Voting servicesunderValue added services. Click on “Access toe-Voting" undere-Voting services and you will be able to see e-Votingpage.Click on companyname ore-Votingserviceprovider i.e.NSDL andyouwill be re-directed to e-Votingwebsite ofNSDLforcastingyour vote during theremotee-Votingperiod orjoiningvirtualmeeting& votingduring the meeting. Ifyou are not registered forIDeASe-Services,option toregisterisavailable at https:// eservices.nsdI.com. Select “Register Online forIDeAS Portal" or click at https:// eservices.nsdl.com/SecureWeb/ldeasDirectReg.jsp Visit the e-Votingwebsite ofNSDL.Open webbrowser bytyping thefollowingURL: https://www.evoting.nsdl.com/either ona PersonalComputer orona mobile.Once thehomepage ofe-Voting system is launched, click on the icon “Login"which is availableunder‘Shareholder/Member'section.A new screenwillopen. You willhave toenteryourUser ID(i.e.yoursixteendigitDEMATaccountnumberholdwithNSDL), Password/OTP anda Verification Code asshown on thescreen. After successful authentication, you will be redirected toNSDLDepositorysitewherein you can see e-Votingpage.Click on companyname ore-Votingserviceprovider i.e.NSDLand youwill be redirected toe-Votingwebsite ofNSDLforcastingyourvoteduring the remotee-Votingperiod orjoiningvirtualmeeting& votingduring themeeting. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices. nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com.Select “Register Online for IDeAS Portal” or click athttps:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit DEMAT account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Type ofshareholders Type of shareholders	LoginMethod Login Method	LoginMethod Login Method
	4. 4.	Shareholders/Members can also download NSDL Mobile App “NSDL Speede" facility by scanning the QR codementionedbelow forseamlessvotingexperience. NSDLMobile App isovoiloble on App Store Google Ploy Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in DEMAT mode with CDSL Individual Shareholders holding securities in DEMAT mode with CDSL	1. 2. 3. 4. 1. 2. 3. 4.	Existingusers who have opted forEasi/ Easiest, they can loginthroughtheiruser id and password. Option will be madeavailable to reache-Votingpagewithout any furtherauthentication. The URL forusers tologin to Easi/ Easiest are https://web. cdslindia.com/myeasi/home/login or www.cdsIindia.com and click on New System Myeasi. Aftersuccessful login of Easi/Easiest the userwill be alsoable to see theE Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL.Click on NSDLtocastyourvote. If the useris not registered for Easi/Easiest,option toregisterisavailable at https:// web cds india co easi Rae istration EasiRe istration Alternatively,the usercandirectlyaccesse-Votingpage byprovidingDEMATAccount Number andPAN No.froma linkinwww.cdsIindia.comhomepage. The systemwill authenticate theuser bysendingOTP onregisteredMobile& Email asrecordedin the DEMATAccount.Aftersuccessful authentication,userwill be provided links for the respective ESP i.e.NSDLwhere thee-Votingisinprogress. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web. cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https:// web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing DEMAT Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the DEMAT Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
IndividualShareholders (holdingsecurities inDEMATmode) loginthroughtheir depositoryparticipants Individual Shareholders (holding securities in DEMAT mode) login through their depository participants	You can also login using the login credentials of your DEMAT account through your Depository Participant registered withNSDL/CDSL fore-Votingfacility. upon logging in, you will be able to see e-Votingoption. Click on e-Votingoption, you will be redirected to NSDL/CDSLDepositorysiteaftersuccessfulauthentication,wherein you can seee-Voting feature. Click on companyname ore-Voting service provider i.e. NSDL andyouwill be redirected toe-Votingwebsite ofNSDLforcastingyourvoteduring theremotee-Voting period orjoiningvirtualmeeting& votingduring themeeting You can also login using the login credentials of your DEMAT account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in DEMAT mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Logintype Login type	Helpdeskdetails Helpdesk details
IndividualShareholdersholding securities inDEMATmodewith NSDL Individual Shareholders holding securities in DEMAT mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sendinga request at evoting@nsdl.co.in orcall at tollfreeno.:18001020 990 and 1800 22 44 30 Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
IndividualShareholdersholding securities inDEMATmodewith CDSL Individual Shareholders holding securities in DEMAT mode with CDSL	Membersfacingany technicalissueinlogin can contactCDSLhelpdesk bysending a request at helpdesk.evoting@cdsIindia.com or contact at022- 23058738 or 022-23058542-43 Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43

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B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in DEMAT mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

B)LoginMethodfore-Voting and joiningvirtualmeetingforshareholdersotherthanIndividualshareholders holdingsecurities inDEMATmodeandshareholdersholdingsecurities inphysicalmode. How toLog-in toNSDLe-Votingwebsite? B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in DEMAT mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?	B)LoginMethodfore-Voting and joiningvirtualmeetingforshareholdersotherthanIndividualshareholders holdingsecurities inDEMATmodeandshareholdersholdingsecurities inphysicalmode. How toLog-in toNSDLe-Votingwebsite? B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in DEMAT mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?	B)LoginMethodfore-Voting and joiningvirtualmeetingforshareholdersotherthanIndividualshareholders holdingsecurities inDEMATmodeandshareholdersholdingsecurities inphysicalmode. How toLog-in toNSDLe-Votingwebsite? B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in DEMAT mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?
1. Visit the e-Votingwebsite ofNSDL.Open webbrowser bytyping thefollowingURL: https://www.evoting.nsdl. com/either ona PersonalComputer orona mobile. 2. Once thehome page ofe-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’section. 3. A new screenwillopen.YouwillhavetoenteryourUserID,yourPassword/OTP anda VerificationCodeasshown onthescreen. Alternatively, ifyou are registered forNSDLeservices i.e.IDEAS, you can log-in athttps://eservices.nsdl.comb withyourexistingIDEASlogin.Onceyoulog-in toNSDLeservicesafterusingyourlog-incredentials, click on e-Voting and you can proceed toStep2 i.e.Castyourvoteelectronically. 4. YourUser IDdetails are givenbelow: 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl. com/either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verifcation Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in athttps://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. 4. Your User ID details are given below :
	Manner of holding shares i.e. DEMAT (NSDL or CDSL) or Physical Manner of holding shares i.e. DEMAT (NSDL or CDSL) or Physical	YourUser IDis: Your User ID is:
	a) ForMembers whoholdshares inDEMATaccountwithNSDL. a) For Members who hold shares in DEMAT account with NSDL.	8 Character DP IDfollowed by8 DigitClient ID Forexample ifyour DP IDisIN300 andClient ID is12”“thenyour user IDisIN30012* 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12** then your user ID is IN30012*.
	b) ForMembers who holdshares inDEMATaccountwithCDSL. b) For Members who hold shares in DEMAT account with CDSL.	16DigitBeneficiary ID Forexample ifyourBeneficiary ID is12““““““““““““““thenyouruser ID i 2-X--X--X--x--x-x-X--X-+* 16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
	c) ForMembersholdingsharesin PhysicalForm. c) For Members holding shares in Physical Form.	EVENNumberfollowed by FolioNumberregisteredwith thecompany Forexample iffolionumberis001 andEVENis101456thenuser IDis 101456001““ EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001**
5. 5.	Passworddetails forshareholdersotherthanIndividualshareholders aregiven below: a) If you are alreadyregistered fore-Voting,then you canuseryourexistingpassword tologin and castyour vote. b) If you are usingNSDLe-Votingsystem forthefirsttime, you willneedtoretrievethe‘initialpassword'which was communicated toyou.Onceyouretrieveyour‘initialpassword, youneed toenterthe‘initialpassword’ and thesystemwillforce you tochangeyourpassword. c) How toretrieveyour‘initialpassword'? (i) Ifyouremail IDisregistered inyourDEMATaccount orwith thecompany,your‘initial password’ is communicated toyou onyouremail ID.Trace theemailsent to you fromNSDLfromyourmailbox. Open theemail and open theattachment i.e.a .pdf file. Open the.pdffile. The password toopen the.pdffile isyour8 digitclient ID forNSDLaccount, last8 digits of client ID forCDSLaccount or folionumber forsharesheld in physical form. The .pdffile containsyour‘User ID’ and your‘initial password! (ii) If your email ID is not registered, please follow steps mentioned below in process forthose shareholderswhoseemail idsare notregistered. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the frst time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your DEMAT account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf fle. Open the .pdf fle. The password to open the .pdf fle is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf fle contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, please follow steps mentioned belowin process for those shareholders whose email ids are not registered.

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1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/Password?”(If you are holding shares in your DEMAT account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your DEMAT account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to tumul11@yahoo.com with a copy marked to evoting@nsdl.co.in.

2. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date i.e. 25th September, 2023 may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30 . In case of Individual Shareholders holding securities in DEMAT mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. 25th September, 2023 may follow steps mentioned in the Notice of the AGM under Step 1:“Access to NSDL e-Voting system”(Above).

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1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Question (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 18001020 990 and 1800 22 44 30 or send a request to to Mr. Amit Vishal, Senior Manager and /or Ms. Pallavi Mhatre, Manager at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to cs@spml.co.in

2. In case shares are held in DEMAT mode, please provide DPID-CLID (16digit DPID + CLID or 16digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs@spml.co.in. If you are an Individual shareholders holding securities in DEMAT mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in DEMAT mode .

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in DEMAT mode are allowed to vote through their DEMAT account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their DEMAT account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 SETTING OUT THE MATERIAL FACTS FOR THE PROPOSED SPECIAL RESOLUTION ACCOMPANYING THE POSTAL BALLOT NOTICE

Item No.1:

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), all material related party transactions with an aggregate value exceeding Rs. 1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall require prior approval of members by means of an ordinary resolution. The approval of the members under Regulation 23 of the Listing Regulations is required even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis.

The Company, propose to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms and conditions, and the aggregate of such transaction(s), are expected to cross the applicable materiality thresholds as mentioned above. Accordingly, as per the SEBI Listing Regulations, approval of the Members is being sought for all such arrangements / transactions proposed to be undertaken by the Company. All the said transactions shall be in the ordinary course of business of the Company and on an arm’s length basis.

The Audit Committee has, on the basis of relevant details provided by the management, as required by the law, reviewed and approved the said transaction(s), subject to approval of the Members, while noting that such transaction shall be on arms’ length basis and in the ordinary course of business of the Company.

Your Board of Directors considered the same and recommends passing of the resolutions contained in Item Nos. 1 of this Notice.

Information required under Regulation 23 of SEBI Listing Regulations read with SEBI Circular dated November 22, 2021 is provided herein below:

SI. NO. Sl. No.	Description Description	Details Details
1. 1.	Details of summaryofinformationprovided by themanagement totheAuditCommittee Details of summary of informationprovided by the management to the Audit Committee
a. a.	Name oftherelated party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise) Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (fnancial or otherwise)	In JWIL Infra Ltd; son of Mr. Sushil Kumar Sethi- vice — Chairman of theSPML holdsa position of KMP in JWIL makingJWILInfraa relatedpartytoSPML.Thenature ofthe transaction isfinancial/operational. In JWIL Infra Ltd; son of Mr. Sushil Kumar Sethi- vice – Chairman of the SPML holds a position of KMP in JWIL making JWIL Infra a related party to SPML. The nature of the transaction is fnancial/operational.
b. b.	Type, material terms and particulars of the proposedRPTs. Type, material terms and particulars of the proposed RPTs.	SPMLInfra Ltd and JWILInfra Ltd have proposetoenterinto thefollowingRelatedpartyTransactions: ° Purchase,sale, or supply ofanygoods ormaterials ° Availing/ rendering of engineering/ Procurement/ Construction/ Commissioning and other non- engineeringservices; Operation& Maintenance(0&M)Services ° Reimbursement ofexpenses SPML Infra Ltd and JWIL Infra Ltd have propose to enter into the following Related party Transactions: • Purchase, sale, or supply of any goods or materials • Availing/ rendering of engineering/ Procurement/ Construction/ Commissioning and other non- engineering services; • Operation & Maintenance (O&M) Services • Reimbursement of expenses
c. c.	Value ofTransaction Value of Transaction	UptoRs.1,500 Crore(Rupees One Thousand FiveHundred Croresonly Upto Rs. 1,500 Crore (Rupees One Thousand Five Hundred Crores only
d. d.	Total Percentage ofSPMLannual consolidated turnover considering FY 2023-24 as the immediatelyprecedingfinancialyear Total Percentage of SPML annual consolidated turnover considering FY 2023-24 as the immediately precedingfnancialyear	113.72% 113.72%
2. 2.	If the transactionrelates to any loans,inter-corporatedeposits,advances orinvestmentsmade orgiven by the listedentity or itssubsidiary: If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entityor its subsidiary:
a. a.	details of the source offunds inconnectionwith theproposedtransaction; details of the source of funds in connection with theproposed transaction;	Not Applicable Not Applicable

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b. b.	where anyfinancial indebtedness is incurred to make orgive loans, inter-corporate deposits, advances orinvestments, ° nature ofindebtedness; °cost offunds; and °tenure; where any fnancial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments, • nature of indebtedness; • cost of funds; and • tenure;	Not Applicable Not Applicable
c. c.	applicable terms, including covenants, tenure, interest rate and repayment schedule,whether secured orunsecured; ifsecured, the nature of security; and applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and	Not Applicable Not Applicable
d. d.	the purposeforwhich thefundswill be utilised by the ultimate beneficiary ofsuchfundspursuant tothe RPT the purpose for which the funds will be utilised by the ultimate benefciary of such funds pursuant to the RPT	NotApplicable Not Applicable
3. 3.	Justification as to why the RPT is in the interest of the listedentity Justifcation as to why the RPT is in the interest of the listed entity	JWILInfra Ltd isengaged in the business ofproviding end to end solutionforprojects indrinkingwater, irrigation and industrialeffluenttreatmentsectors. JWIL continues to perform thesame business activities, providingwith strategic, financial, operational, and growth benefits,whichwill be in the bestinterest ofCompany. TheTransactionshalltherefore be atArms'length and in the ordinarycourse ofbusiness. JWIL Infra Ltd is engaged in the business of providing end to end solution for projects in drinking water, irrigation and industrial efuent treatment sectors. JWIL continues to perform the same business activities, providing with strategic, fnancial, operational, and growth benefts, which will be in the best interest of Company. The Transaction shall therefore be at Arms’ length and in the ordinarycourse of business.
4. 4.	Any valuation orotherexternalreportreliedupon bythelistedentityinrelation to the transactions Any valuation or other external report relied upon bythe listed entityin relation to the transactions	Not Applicable Not Applicable
5. 5.	Any otherinformationthat may be relevant Any other information that may be relevant	All important information forms part of the statement setting out materialfacts,pursuant toSection102(1) ofthe Companies Actformingpart ofthe PostalBallotNotice All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Companies Act forming part of the Postal Ballot Notice

As per the SEBI Listing Regulations, all related parties of the Company, whether or not a party to the proposed transaction(s), shall abstain from voting on the said resolution.

The Board recommends passing of the Ordinary Resolutions as set out in Item nos. 1, of this Notice, for approval by the Members of the Company.

Mr. Subhash Chand Sethi and Mr, Sushil Kumar Sethi and their relatives are deemed to be concerned or interested in resolutions no. 1 of this Notice.

None of the other Directors, Key Managerial Personnel of the Company and their respective relatives, are in any way, concerned or interested, financially or otherwise, except to the extent of their shareholding in the Company, if any, in the proposed resolutions, as set out in Item no. 1 of this Notice.

By order of the Board of Directors For SPML Infra Limited

Sd/Swati Agarwal Company Secretary

Place: Kolkata Date: 13[th] February, 2025

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