Shareholders meeting

To 01st September 2026 Listing Department Listing Department BSE Limited National Stock Exchange of India Limited 25th Floor, P. J. Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra East, Mumbai – 400 001. Mumbai – 400 051. Scrip Code: 505368 Scrip Code: SEMAC Dear Sir / Madam, Sub: Submission of Notice of 49th Annual General Meeting to be held on 25th September 2026. We hereby enclose herewith the copy of the Notice of 49th Annual General Meeting of the Company to be held on Friday, 25th September 2026 at 03:00 PM through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) The Notice of the 49th Annual General Meeting of the Members along with the Annual Report for the Financial Year 2025-26 is being sent to all members whose names appeared in the Register of Members / Register of Beneficial owners as on close of the business hours 18th August, 2026 maintained by the Depository Participants (DPs) /Company/ Registrar and Share Transfer Agent. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e. 18th September, 2026 shall be entitled to avail the facility of remote e-voting or to vote during the AGM. Kindly take the same on your records. Thanking you, For Semac Construction Limited (Formerly Known as Semac Consultants Limited) Aakriti Gupta Company Secretary and Compliance Officer Semac Construction Ltd. Corporate Identity Number Registered Office: Semac Construction Ltd. (Formerly Known as Semac Consultants L42900TZ1977PLC000780 Pollachi Road, Malumachampatti. Limited.) ISO 9001 : 2015 Coimbatore - 641 021. Plot No. 505, 3rd Floor, Udyog Vihar, Phase – III, Tel : + 91 422 2610851 Gurugram, Fax : + 91 442 6655199 Haryana – 122016, India Website: www.semacconstruction.com Email: compliance.officer@semacconstruction.com Gurugram I Bengaluru I Navi Mumbai I Muscat 49th ANNUAL REPORT 2025 - 26 SEMAC CONSTRUCTION LIMITED (formerly known as Semac Consultants Limited) CIN: L42900TZ1977PLC000780 Registered Office: Pollachi Road, Malumichampatti P O., Coimbatore - 641 021 E-mail: compliance.officer@semacconstruction.com Website: www.semacconstruction.com Phone: 0422 6655100 NOTICE TO MEMBERS NOTICE is hereby given that the 49th Annual General Meeting of the Shareholders of the Company will be held on 25th September 2026 at 3:00 PM (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following business(es): Ordinary Business: 1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements including Balance Sheet as on 31st March, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year ended on that date together with the Directors’ Report and the Auditors’ Report thereon. 2. To appoint Mr. Harivansh Dalmia (DIN: 08750555), who retires by rotation as the Director of the Company at this Annual General Meeting and being eligible, offers himself for re-appointment. Special Business: 3. To consider and approve the re-appointment and payment of remuneration to Mr. Harivansh Dalmia (DIN: 08750555) as a Whole Time Director of the Company and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17(6)(e) and other applicable regulations, if any, of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) made thereof for the time being in force) and in accordance with the Nomination and Remuneration Policy and pursuant to the Articles of Association of the Company, the consent of the members be and is hereby accorded for the re-appointment of Mr. Harivansh Dalmia (DIN: 08750555) as a Whole Time Director of the Company for a further period of 5 (five) years and payment of remuneration for a further period of 3 (three) years with effect from 29th August, 2026 on the terms and conditions as more particularly described in the statement pursuant to Section 102 of the Act, annexed to this notice as recommended by the Nomination and Remuneration Committee and approved by the Audit Committee and Board of Directors at their respective meetings held on 14th August, 2026 notwithstanding the fact that the aggregate annual remuneration payable to him in any financial year during his tenure as Whole-Time Director along with the aggregate annual remuneration payable to other executive directors who are promoters or members of the promoter group may exceed the limits as set out under the Listing Regulations or the Act for the time being in force. Semac Construction Limited 49th ANNUAL REPORT 2025 - 26 RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year, the remuneration enumerated in the statement pursuant to Section 102 of the Act, shall be payable as minimum remuneration to Mr. Harivansh Dalmia (DIN: 08750555) Whole-Time Director, as specified in Schedule V of the Companies Act, 2013 (as amended). RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter and vary the terms of re-appointment and/or remuneration payable to Mr. Harivansh Dalmia (DIN: 08750555), as it may deem fit, subject to the same not exceeding the limit as approved by the shareholders. RESOLVED FURTHER THAT the Whole-time Director shall be liable to retire by rotation and the same shall not be treated as a break in his service as Whole-time Director. RESOLVED FURTHER THAT the Whole-time Director shall not be entitled to receive sitting fees for attending the meetings of the Board of Directors or any Committees thereof. RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorized to take all such steps as may be necessary and/or give such directions as may be necessary, proper or expedient to give effect to the above resolution without being required to seek any further consent or approval of the members and the members shall be deemed to have given their approval thereto expressly by the authority of this resolution. 4. To consider and approve the waiver of recovery of excess sum refundable under Section 197 of Companies Act, 2013 and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to provisions of Section 197(10) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with relevant Rules made thereunder, (including any statutory modification or re-enactment made thereof for the time being in force) or any other applicable law, if any, the consent of the members be and is hereby accorded to approve the waiver of recovery of the excess amount of Rs. 12,00,000/- (Rupees Twelve Lakhs Only) paid as managerial remuneration to Mr. Harivansh Dalmia, (DIN: 08750555) Whole Time Director for the period from 1st April 2025 to 31st March 2026. RESOLVED FURTHER THAT the Board of Directors be and is hereby severally authorized to take all such steps as may be necessary and/or give such directions as may be necessary, proper or expedient to give effect to the above resolution. 5. To consider and approve the Material Related Party Transaction entered into with Revathi Equipment India Limited (REIL) and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Regulation 23(4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) as amended from t [Showing first 8,000 characters — download PDF for full document]