Shareholders meeting

30th June 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. C-1 Dalal Street, Fort G Block, Bandra-Kurla Complex, Bandra(E) Mumbai – 400001 Mumbai – 400051 Scrip Code: 543317 Symbol: GRINFRA Subject: Notice of 30th Annual General Meeting (“AGM”) of the members of the Company scheduled on 24th July 2026. Dear Sir, Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find enclosed the Notice convening the 30th Annual General Meeting ("AGM") of the Company scheduled to be held on Friday, 24th July 2026 at 11:00AM (IST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"). The aforesaid Notice is also available on the website of the Company at www.grinfra.com. Request you to kindly take the same on record. Thank you, Yours sincerely, For G R Infraprojects Limited Sudhir Mutha Company Secretary ICSI Membership No. ACS18857 Enclosed: As above NOTICE CORPORATE OVERVIEW | STATUTORY REPORTS | FINANCIAL STATEMENTS Notice of Annual General Meeting Notice is hereby given that the Thirtieth (30th) Annual General SPECIAL BUSINESS: Meeting (“AGM”) of G R Infraprojects Limited (“Company”) will 5. Ratification of Remuneration payable to Cost Auditors be held on Friday, 24th July 2026 at 11:00AM (IST) through Video for the Financial Year 2026-27. Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following business: To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: ORDINARY BUSINESS: “RESOLVED THAT pursuant to the provisions of Section 148 1. To receive, consider and adopt: and other applicable provisions, if any, of the Companies a. the Audited Standalone Financial Statements of the Act, 2013, read with the Companies (Audit and Auditors) Company for the Financial Year ended 31st March Rules, 2014, (including any statutory modification(s) or 2026, together with the Report of Auditors and Board re-enactment thereof for the time being in force), and of Directors thereon; and in accordance with the recommendation of the Audit Committee, the remuneration payable to M/s. Rajendra b. the Audited Consolidated Financial Statements of Singh Bhati & Co., Cost Accountants (Firm Registration the Company for the Financial Year ended 31st March Number: 101983), appointed by the Board of Directors as 2026, together with the Report of Auditors thereon. Cost Auditors to conduct the audit of cost records of the Company, for the Financial Year ending 31st March 2027, 2. To confirm the interim dividend of Rs. 2.50 per equity share amounting to Rs. 1,25,000/- (Rupees One Lakh Twenty Five paid during Financial Year 2025-26 as the final dividend for Thousand only) plus applicable taxes and reimbursement Financial Year 2025-26. of out-of-pocket expenses, as may be incurred by them 3. To appoint a Director in place of Mr. Ajendra Kumar Agarwal during the course of audit, be and is hereby ratified. (DIN: 01147897), who retires by rotation and being eligible, RESOLVED FURTHER THAT approval of the members offers himself for re-appointment. be accorded to the Board of Directors of the Company 4. To appoint M/s. B S R and Co, Chartered Accountants (Firm (including any Committee thereof) to do all such acts, deeds, Registration No. 128510W) as the Statutory Auditors of the matters and to take all such steps as may be required in Company and to fix their remuneration. this connection including seeking all necessary approvals to give effect to the resolution in this regard.” To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an 6. Re-appointment of Mr. Rajan Malhotra (DIN: 09613669) Ordinary Resolution: as an Independent Director of the Company for a second term of five consecutive years. “RESOLVED THAT pursuant to the provisions of Section To consider and if thought fit, to pass, with or 139, 142 and other applicable provisions, if any, of the without modification(s), the following resolution as a Companies Act, 2013 read with the Companies (Audit special resolution: and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time “RESOLVED THAT pursuant to the provisions of Section being in force), M/s. B S R and Co (FRN:128510W) be and 149, 152 and any other applicable provisions, if any, of the are hereby appointed as Statutory Auditors of the Company Companies Act, 2013 (“the Act”) read with Schedule IV and for a term of five consecutive years from the conclusion the Companies (Appointment and Qualification of Directors) of this Annual General Meeting till the conclusion of the Rules, 2014 and the Securities and Exchange Board of 35th (Thirty Fifth) Annual General Meeting, at an annual India (Listing Obligations and Disclosure Requirements), remuneration/fees of Rs. 60,00,000 (Rupees Sixty Lakhs Regulations, 2015 (“Listing Regulations”) (including any Only) plus outlays and taxes as applicable from time to time, statutory modification(s) or re-enactment(s) thereof, for for the purpose of audit of the Company’s accounts, with the the time being in force) and based on the recommendation power to the Board/Audit Committee to alter and vary the of the Nomination and Remuneration Committee and the terms and conditions of the appointment, revision including Board of Directors, the re-appointment of Mr. Rajan Malhotra upward revision in the remuneration during the tenure of (DIN: 09613669), who holds office as an Independent appointment, in such manner and to such extent as may be Director upto 26th May 2027 and has submitted a declaration mutually agreed with the Statutory Auditors.” confirming that he meets the criteria of independence as G R INFRAPROJECTS LIMITED ANNUAL REPORT 2025-26 provided under Section 149(6) of the Act and Regulation and who will hold office upto the date of this Annual General 16(1)(b) of the Listing Regulations, be and is hereby re- Meeting and in respect of whom the Company has received appointed as an Independent Director of the Company for a notice in writing under Section 160(1) of the Act proposing a second term of 5 (five) consecutive years with effect from his candidature for the office of Director, as a Director of the 27th May 2027 upto 26th May 2032." Company, liable to retire by rotation. 7. Appointment of Mr. Ashwin Agarwal (DIN: 09619055) RESOLVED FURTHER THAT pursuant to the provisions as a Whole-time Director of the Company: of Section 196, 197 and 198 read with Schedule V and other applicable provisions of the Act and the Rules made To consider and if thought fit, to pass, with or thereunder and the applicable provisions of the Listing without modification(s), the following resolution as a Regulations (including any statutory modification(s) or re- Special Resolution: enactment thereof for the time being in force), the provisions “RESOLVED THAT pursuant to the provisions of Section 152 of the Articles of Association of the Company and based on and other applicable provisions, if any, of the Companies the recommendations of the Nomination and Remuneration Act, 2013 ("the Act") and the Rules made thereunder, and Committee and the Board of Directors of the Company, the applicable provisions of SEBI (Listing Obligations approval of the members be and is hereby accorded for and Disclosure Requirements) Regulations, 2015 (Listing appointment of Mr. Ashwin Agarwal (DIN: 09619055) as a Regulations) (including any statutory modification(s) Whole-time Director of the Company, to hold office from 11th or re-enactment thereof for the time being in force), the May 2026 to 10th May 2031, on the terms and conditions provisions of the Articles of Association of the Company including those relating to remuneration as set out under and based on the recommendations of the Nomination the Explanatory Statement annexed to this Notice [Showing first 8,000 characters — download PDF for full document]