Nature of the Event

This is a regulatory disclosure filed with the National Stock Exchange (NSE) and BSE Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The document is a Postal Ballot Notice sent to the company's shareholders to seek their approval for a specific resolution via remote e-voting only.

Key Resolution for Shareholder Approval

Item No. 1: Re-appointment of Mr. Tiruvidaimarudhur Srivatsan Sivashankar (DIN: 02720714) as an Independent Director

The company seeks to pass a Special Resolution to re-appoint Mr. Sivashankar as an Independent Director for a second term of one year, effective from 8th June 2026 to 7th June 2027.

Background and Rationale:

  • Mr. Sivashankar was first appointed as an Independent Director by the members at the Annual General Meeting held on 29th September 2021.
  • His first term of five years commenced on 8th June 2021 and ended on 7th June 2026.
  • The re-appointment is based on his performance evaluation and the recommendation of the Nomination and Remuneration Committee.
  • The Board of Directors recommended his re-appointment at its meeting held on 28th May 2026.
  • The company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature.
  • Mr. Sivashankar has provided his written consent (Form DIR-2), a declaration of non-disqualification (Form DIR-8), and a declaration of independence under Section 149(6) of the Companies Act and Regulation 16(1)(b) of the SEBI LODR Regulations.
  • The Board is of the view that he fulfils all conditions for re-appointment and that his continued association would benefit the company.

Remuneration: As an Independent Director, Mr. Sivashankar will be entitled to receive sitting fees, including reimbursement of expenses for attending meetings of the company. The notice specifies that no other remuneration is sought to be paid ("Last drawn remuneration: NA", "Details of remuneration sought to be paid: Entitled for sitting fees...").

Director Details (Annexure A):

  • Name: Mr. Tiruvidaimarudhur Srivatsan Sivashankar
  • DIN: 02720714
  • Date of Birth (Age): 9th June 1967 (59 years)
  • Qualification: B.Tech in Electronics Engineering and an MBA from IIM Lucknow.
  • Experience: 35 years as a financial services professional.
  • Expertise: Experience across private equity, capital markets, corporate finance, and treasury. Currently the Chief Financial Officer of "Tonbo Imaging". Previously Managing Director, Private Equity, at "The Rohatyn Group" and held various roles at Citibank.
  • Date of first appointment: 8th June 2021
  • Board Meeting Attendance: Attended 3 (Three) board meetings during the financial year.
  • Shareholding in the Company: Nil
  • Other Directorships: Holds no directorships or committee memberships in other listed entities. Has not resigned from any listed entity in the past three years.

Voting Process and Logistics

Cut-off Date: The notice was sent to members whose names appeared on the Register of Members/List of Beneficial Owners as on the cut-off date, which was Friday, 24th July 2026. Voting rights are proportionate to the paid-up equity share capital held as of this date.

E-Voting Period: The remote e-voting period commences on Wednesday, 29th July 2026 at 09:00 AM IST and ends on Thursday, 27th August 2026 at 05:00 PM IST.

Scrutinizer: The company has appointed Mr. Tumul Maheshwari, Practising Company Secretary (Membership No. 16464), as the Scrutinizer to conduct the postal ballot process in a fair and transparent manner.

Result Declaration: The result of the voting will be announced not later than two working days from the conclusion of e-voting (27th August 2026). The results will be displayed on the company's website (www.spml.co.in), the website of NSDL (www.nsdl.co.in), and the websites of BSE and NSE.

Deemed Passing of Resolution: The resolution shall be deemed to have been passed on Thursday, 27th August 2026 (the last date of e-voting) if approved by the requisite majority.

Voting Method: Shareholders can vote electronically only through the e-voting services provided by NSDL. Detailed instructions for shareholders holding shares in both dematerialized and physical form are provided in the notice.

Additional Information

  • The explanatory statement pursuant to Section 102 of the Companies Act, 2013 forms part of the notice.
  • A copy of the draft letter of appointment for the Independent Director is available for inspection by members at the Registered Office of the company during business hours.
  • The notice is being sent in electronic form only, in line with MCA and SEBI circulars.
  • Except for Mr. Sivashankar, none of the other Directors, Key Managerial Personnel, or their relatives is concerned or interested in this resolution.