Shareholders meeting

GLOBAL VECTRA HELICORP LIMITED NOTICE to time subject to necessary approval of the members of The Twenty-Eighth ANNUAL GENERAL MEETING of the the Company and such approval as may be required, if any Global Vectra Helicorp Limited will be held on the Tuesday, of statutory/regulatory authority”. 29th day of September, 2026 at 11.00 A.M. IST through Video “RESOLVED FURTHER THAT Lt. Gen. Sarab Jot Singh Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) Saighal (Retd.) also be entitled for the reimbursement of (“hereinafter referred to as “electronic mode”) to transact the actual business entertainment, travelling, boarding and following business lodging expenses incurred by him in connection with the ORDINARY BUSINESS: Company’s business and such other benefits/amenities and other privileges, as any from time to time be available 1. To receive, consider and adopt the Audited Statement of to other Senior Executives of the company.” Profit and Loss for the year ended 31st March, 2026 and the Balance Sheet as at that date together with the Reports “RESOLVED FURTHER THAT the Board of Directors of of the Directors and the Auditors thereon. the Company, be and is hereby authorized to do all such acts, deeds and things as may be required and to delegate 2. To appoint a director in place of Lt. Gen. Sarab Jot Singh all or any of its powers herein conferred to any Committee Saighal (Retd.), who retires by rotation and is eligible for of Directors or Director(s) to give effect to the aforesaid re-appointment resolution.” SPECIAL BUSINESS: “RESOLVED FURTHER THAT any one of the director of 3. To consider and if thought fit, to pass, with or without the company or Mr. Raakesh D. Soni, Company Secretary modifications, the following resolution as a Special of the Company be and is hereby authorized singly to Resolution: file the relevant forms with the Registrar of Companies, “RESOLVED THAT pursuant to the provisions of the pursuant to the said appointment.” Section 196, 197, 203 and any other applicable provisions 4. To consider and if thought fit, to pass, with or without of the Companies Act, 2013 and the rules made thereunder modifications, the following resolution as a Special (including any statutory modification (s ) or re-enactment Resolution: thereof for the time being in force ), read with Schedule “RESOLVED THAT subject to the provisions of Sections V to the Companies Act, 2013 and subject to approval of 196,197 and 203 and all other applicable provisions of the the members in General Meeting and subject to approval Companies Act, 2013 (“the Act”) (including any statutory of Ministry of Home Affairs through the Ministry of Civil modification or re-enactment thereof for the time being Aviation and such approvals, if any as may be necessary, in force) read with Schedule V of the Act and Companies the consent of the Company be and is hereby accorded (Appointment and Remuneration of Managerial Personnel) to the re-appointment of Lt. Gen. Sarab Jot Singh Saighal Rules, 2014 and Articles of Association of the Company (Retd.) (DIN – 01518126), Chairman of the Company for a and subject to approval of the members in General period of One year commencing from 1st October, 2026 up Meeting and subject to approval of Ministry of Home to and inclusive of 30th September, 2027 on such terms and Affairs through the Ministry of Civil Aviation and such conditions as agreed between Lt. Gen. Sarab Jot Singh approvals, if any as may be necessary, and subject to such Saighal (Retd.) and the Company as set out in the contract approvals, permissions and sanctions, as may be required of employment attached, be and is hereby approved, with , and subject to such conditions and modifications, as the liberty to the Board of Directors or the Nomination and may be prescribed or imposed by any of the Authorities Remuneration Committee to alter and vary the terms and including the Central Government in granting such conditions and the remuneration in such manner as the approvals, permissions and sanctions, approvals of the Board of Directors may deem fit and as is acceptable to the Company be and is hereby accorded to the appointment Lt. Gen. Sarab Jot Singh Saighal (Retd.).” and remuneration of Mr. Michael Lewis Edwin Barber, “RESOLVED FURTHER THAT in the event of loss as a Chief Executive Officer of the Company, under the or inadequacy of profits in any financial year of the Companies Act, 2013 for a period of One year from 11th Company during the term of office of Lt. Gen. Sarab Jot August, 2026 to 10th August 2027 (both days inclusive) or Singh Saighal, (Retd.) a Chairman of the Company, the as per the Contract of Employment whichever is earlier remuneration, perquisites / benefits set out in the aforesaid on such terms and conditions as agreed between Mr. Agreement be paid or granted to Lt. Gen. Sarab Jot Singh Michael Lewis Edwin Barber and the Company as set out Saighal (Retd.) as the minimum remuneration, in case of in the contract of employment attached, be and is hereby excess payment of remuneration to Lt. Gen. Sarab Jot approved, with liberty to the Board of Directors (hereinafter Singh Saighal (Retd.) be waived, notwithstanding the fact referred to the “Board” which term shall be deemed to that such remuneration is in excess of the statutory ceiling include the Nomination and Remuneration Committee of specified in this regard as in force and amended from time the Board ) to alter and vary the terms and conditions of the GLOBAL VECTRA HELICORP LIMITED said re-appointment and /or remuneration as it may deem Regulations, 2015 (LODR / Listing Regulations), including fit and as may be acceptable to Mr. Michael Lewis Edwin any statutory modifications or re-enactment(s) thereof and Barber. any rules made thereunder, for the time being in force, Mr. “RESOLVED FURTHER THAT in the event of loss or Hemang Rishi (DIN: 09838892), who is appointed as an inadequacy of profits in any financial year of the Company Additional Director of the Company with effect from August during the term of office of Mr. Michael Lewis Edwin 11, 2026 be and is hereby appointed as a Non-Executive Barber, a Chief Executive Officer of the Company, the Non Independent Director of the Company whose office remuneration, perquisites / benefits set out in the aforesaid is liable to retire by rotation subject to the Shareholders’ Agreement be paid or granted to Mr. Michael Lewis Edwin approval. Barber as the minimum remuneration, in case of excess “RESOLVED FURTHER THAT any one of the directors of payment of remuneration to Mr. Michael Lewis Edwin the company or Mr. Raakesh D. Soni, Company Secretary Barber be waived, notwithstanding the fact that such of the Company be and are hereby severally authorized remuneration is in excess of the statutory ceiling specified to do all such acts, deeds, matters and things as may be in this regard as in force and amended from time to time deemed necessary to give effect to the aforesaid resolution and subject to such necessary approval of the members of and make necessary filings and disclosures to regulatory the Company and such approval as may be required, if any authorities as may be required under the applicable of statutory/regulatory authority. provisions of the Act.” “RESOLVED FURTHER THAT Mr. Michael Lewis By Order of the Board of Directors Edwin Barber also be entitled for the reimbursement of Place: - Mumbai Raakesh D. Soni actual business entertainment, travelling, boarding and Date: - August 11, 2026 Company Secretary lodging expenses incurred by him in connection with the Membership No.: ACS 11200 Company’s business and such other benefits/amenities Registered Office and other privileges, as any from time to time be available to other Senior Executives of the company.” A-54, Kailash Colony New Delhi – 110 048 “RESOLVED FURTHER THAT the Board be and is hereby CIN: L62200DL1998PLC093225 authorised to do all such acts, deeds, matters and things as in its absolute d [Showing first 8,000 characters — download PDF for full document]