Shareholders meeting

NOTICE OF THE 36TH ANNUAL GENERAL MEETING forms, returns, notices or resolutions as may ERA INFRA ENGINEERING LIMITED be required under the Companies Act, 2013 NOTICE TO SHAREHOLDERS and the rules made thereunder, as amended from time to time, to give effect to the NOTICE is hereby given that the Thirty-Sixth foregoing resolution.” (36th) Annual General Meeting (“AGM”) of the Members of Era Infra Engineering Limited 2. To re-appoint Mr. Arun Kumar Jha (“Company”) will be held on Wednesday, (DIN: 07458418), who retires by September 23, 2026, at 03:30 p.m. (IST) through rotation and, being eligible, offers Video Conferencing (“VC”)/ Other Audio Visual himself for re-appointment. Means (“OAVM”) to transact the following business: To consider and, if thought fit, to pass the following resolution as an Ordinary ORDINARY BUSINESS: Resolution: 1. To receive, consider and adopt the Audited Standalone and Consolidated “RESOLVED THAT pursuant to the Financial Statements of the Company provisions of Section 152 of the Companies Act for the financial year ended March 31, 2013 and other applicable provisions of the 2026, together with the Reports of the Companies Act, 2013 and the rules made Board of Directors and Auditors thereunder including any statutory thereon. modification(s) or re-enactment thereof for the time being in force, and pursuant to the To consider and if thought fit, to pass, the recommendation of the Nomination and following resolution as an Ordinary Remuneration Committee and the Board of Resolution: Directors of the Company, Mr. Arun Kumar Jha (DIN: 07458418), Managing Director and “RESOLVED THAT the Audited Standalone CEO of the Company, who retires by rotation and Consolidated Financial Statements of the at this Annual General Meeting, and being Company for the financial year ended March eligible, offers himself for re-appointment, be 31, 2026, comprising the respective Balance and is hereby re-appointed as a Director of the Sheets, Statements of Profit and Loss, Cash Company, liable to retire by rotation. Flow Statements for the year ended on that date, together with the Notes and Schedules RESOLVED FURTHER THAT any forming part thereof, prepared in accordance Director of the Company or the Company with the applicable Indian Accounting Secretary be and is hereby authorized, jointly Standards, along with the Report of the Board and severally, to do all such acts, deeds and of Directors and the Auditors thereon, be and things as may be necessary and to file such are hereby received, considered and adopted. forms, returns, notices or resolutions as may be required under the Companies Act, 2013 RESOLVED FURTHER THAT any and the rules made thereunder, as amended Director of the Company or the Company from time to time, to give effect to the Secretary be and is hereby authorized, jointly foregoing resolution.” or severally, to do all such acts, deeds and things as may be necessary and to file such 3. To appoint the Statutory Auditors of the necessary forms, returns and documents with Company and to fix their remuneration. the Registrar of Companies and other statutory authorities, and to take all such steps as may be To consider and, if thought fit, to pass the necessary, proper or expedient to give effect to following resolution as an Ordinary this resolution." Resolution: SPECIAL BUSINESS: "RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other 4. Appointment of M/s Lal Ghai & applicable provisions, if any, of the Companies Associates, Practicing Company Act, 2013 read with the Companies (Audit and Secretaries as Secretarial Auditors of Auditors) Rules, 2014 (including any statutory the Company modification(s), amendment(s) or re- enactment(s) thereof for the time being in To consider and if thought fit, to pass the force), and pursuant to the recommendation of following resolution as an Ordinary the Audit Committee and the Board of Resolution: Directors of the Company, M/s. SKPAG & Co., Chartered Accountants (Firm Registration No. “RESOLVED THAT pursuant to the 128940W), who have furnished their consent provisions of section 204 and other applicable to act as the Statutory Auditors of the Company provisions, if any, of the Companies Act, 2013 and a certificate under Section 139 and (“the Act”), read with the Companies applicable rules, confirming that their (Appointment and Remuneration of appointment, if made, shall be in accordance Managerial Personnel) Rules, 2014 and with the conditions prescribed under the Regulations 24A and other applicable Companies Act, 2013 and the rules made provisions, if any, of the Securities and thereunder, be and are hereby appointed as the Exchange Board of India (Listing Obligations Statutory Auditors of the Company for a term and Disclosure Requirements) Regulations, of five (5) consecutive years, to hold office from 2015 (“Listing Regulations”), [including any the conclusion of this 36th Annual General statutory modification(s) or amendment(s) Meeting until the conclusion of the 41st Annual thereto or re-enactment(s) thereof, for the General Meeting of the Company, to conduct time being in force] and pursuant to the the statutory audit of the financial statements recommendations of the Audit Committee and of the Company for the financial years 2026-27 Board of Directors of the Company, M/s Lal to 2030-31, at a remuneration of ₹ 5,00,000/- Ghai & Associates, a Peer Reviewed Firm of per annum, including tax audit, Company Secretaries (Firm Peer Review No. reimbursement of out-of-pocket expenses and 6339/2024), be and are hereby appointed as applicable taxes, as may be determined by the the Secretarial Auditors of the Company for a Board of Directors of the Company, based on first term of five (5) consecutive years the recommendation of the Audit Committee, commencing from the Financial Year 2026-27 in consultation with the Statutory Auditors. till the Financial Year 2030-31, at a remuneration of ₹ 50,000/- per annum, plus RESOLVED FURTHER THAT any applicable taxes and reimbursement of Director and/or the Company Secretary of the reasonable out-of-pocket expenses incurred in Company be and are hereby severally connection with the secretarial audit, as may authorised to do all such acts, deeds, matters and things, including signing and filing the be mutually agreed between the Board of "RESOLVED THAT pursuant to the Directors and the Secretarial Auditors. provisions of Sections 196, 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V RESOLVED FURTHER THAT in addition thereto and the Companies (Appointment and to the aforesaid remuneration, any other fees Remuneration of Managerial Personnel) for certification and other permissible services, Rules, 2014, and the applicable provisions of if any, as may be provided by the Secretarial the Securities and Exchange Board of India Auditors in accordance with the applicable (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including provisions of the Act, the Listing Regulations any statutory modification(s), amendment(s) and the circulars, notifications and guidelines or re-enactment(s) thereof for the time being issued thereunder, may be paid at such in force), and pursuant to the recommendation professional fees as may be mutually agreed of the Nomination and Remuneration between the Board of Directors/Management Committee and Board of Directors, Mr. of the Company and the Secretarial Auditors. Sibanarayan Nayak (DIN: 01832348), who was appointed as an Additional Director of the Company with effect from February 11, 2026, RESOLVED FURTHER THAT the Board of and who holds office as such up to the date of Directors of the Company (including any this Annual General Meeting, be and is hereby Committee thereof), be authorised on behalf of appointed as a Whole-Time Director of the the Company, including but not limited to Company for a period of five (5) years determine role [Showing first 8,000 characters — download PDF for full document]