ENVIRO INFRA ENGINEERS LIMITED — Proxy Solicitation & Information Statement 2025

Dec 2, 2025

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Date: 2[nd] December, 2025

To To National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street Bandra (E), Mumbai – 400 051 Mumbai – 400001 Scrip Symbol: EIEL Scrip Code: 544290

Sub: Notice of Postal Ballot

Dear Sir/Madam,

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, please find enclosed herewith a copy of Notice of Postal Ballot dated November 25[th] , 2025.

A copy of the postal ballot notice is also available on the Company’s website at: Https://117ffe8e-a6b3-41af-8685-63fdaa078ffc.filesusr.com/ugd/2514a1_1571541165104250ad93675d6d110542.pdf

and also available on the website of Bigshare Services Private Limited at: https://ivote.bigshareonline.com

Kindly take the above information on record.

Thanking you,

For Enviro Infra Engineers Limited

Digitally signed by PIYUSH PIYUSH JAIN JAIN Date: 2025.12.02 16:15:19 +05'30'

(Piyush Jain) Company Secretary & Compliance Officer M. No. A57000

Encl: a/a

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ENVIRO INFRA ENGINEERS LIMITED

CIN: L37003DL2009PLC191418

Regd Off: Unit 201, 2nd Floor, R G Metro Arcade, Sector-11, Rohini, New Delhi – 110085 Phone:011-40591549. Email: investors.relation@eiepl.in Website: www.eiel.in

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

To the Members of the Company,

NOTICE is hereby given pursuant to Sections 108 and 110 of the Companies Act, 2013 ("the Act" ) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules" ), the General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs ( "MCA Circulars" ), as may be applicable and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations ”) as amended from time to time, Secretarial Standards on General Meetings ( “SS-2” ) issued by the Institute of Company Secretaries of India and other applicable statutory laws, provisions, rules and regulations, if any, (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), for obtaining approval of the members of Enviro Infra Engineers Limited ( “the Company” ), by way of special resolutions, through Postal Ballot, only by remote e-voting process ( “e-Voting” ), for the businesses as set out in this Notice.

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice is also attached.

The Company, for this purpose, has engaged M/s Bigshare Services Private Limited ( “Bigshare” or “Registrar and Transfer Agent” or “RTA” ) as the agency to provide e-Voting to the Shareholders of the Company, to enable them to cast their votes electronically. Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically.

In compliance of the aforesaid MCA Circulars and Listing Regulations, this Postal Ballot Notice is being sent through electronic mode only, to those Shareholders whose e-mail addresses are registered with the Depositories as on the cut-off date i.e. Friday, 28[th] November, 2025 . If your e-mail address is not registered with the Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice, login ID and password for remote e-voting. Please note that communication of assent or dissent of the Shareholders on the proposed resolution, would take place through remote e-voting only.

The remote e-voting shall be open for a period of 30 days and the votes can be cast during the following voting period:

Commencement of e-voting:	Wednesday, December 03, 2025 at 9:00 a.m. IST
End of e-voting:	Thursday, January 01, 2026 at 5:00 p.m. IST

The Shareholders are requested to cast their votes through remote e-voting process during the above said period only, to be eligible for being considered, failing which, it will be considered that no vote has been cast by the concerned shareholder.

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RESOLUTIONS FOR CONSIDERATION:

SPECIAL BUSINESS(ES):

1. TO APPOINT DR. MUKUL JAIN (DIN: 07187651) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

To consider and, if thought fit, to pass the following Resolution as Special Resolution :

“ RESOLVED THAT pursuant to Sections 149, 150, 152, 161 read with schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the relevant rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), Regulation 25(2A) and other applicable Regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Dr. Mukul Jain (DIN: 07187651), who on the recommendation of the Nomination and Remuneration Committee, was appointed as an Additional Director (Non-Executive Independent) of the Company by the Board of Directors w.e.f. 04[th] October, 2025 and who holds office up to the next Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, being eligible, be and is hereby appointed as a Non-Executive Independent Director of the Company for an initial term of 5 years commencing from 04[th] October, 2025 upto 03[rd] October, 2030, not liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby severally authorized to file necessary forms, e-forms, declarations with the Registrar of Companies and do all such acts, deeds, matters and things as it may be necessary, proper or expedient for the purpose of giving full effect to this resolution.”

2. APPROVAL OF EIEL EMPLOYEES STOCK OPTION PLAN, 2025 (“THE PLAN”)

To consider and, if thought fit, to pass the following Resolution as Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 62 (1) (b) of the Companies Act, 2013 (“the Act”) and the Companies (Share Capital and Debentures) Rules, 2014 (the “Companies SCD Rules”) and other applicable provisions, if any, of the Act, including any statutory modification(s) or re-enactment of the Act for the time being in force and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company and the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 including any modifications thereof or supplements thereto (“the SEBI SBEB Regulations”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI LODR Regulations”), the Listing Agreement entered into with the Stock Exchange where the securities of the Company are listed and any other applicable laws for the time being in force and subject to such other consents, permissions, sanctions and approvals which may be agreed by the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include the Compensation/Nomination and Remuneration Committee), the consent of shareholders, be and is hereby accorded to introduce and implement the EIEL Employees Stock Option Plan 2025’ (“ the Plan”), the salient features of which are detailed in the explanatory statement to this notice and to create, grant, offer, issue and allot at any time in one or more tranches to or for the benefit of eligible Employees and Directors of the Company, its Subsidiaries / Associates and such other persons as may from time to time be allowed to be eligible for the benefit under the provisions of applicable laws and Regulations prevailing from time to time (hereinafter collectively referred to as “Employee(s)” selected on the basis of criteria decided by Board under the Plan, such number of stock options convertible into Equity Shares of the Company (“Options”), in one or more tranches, not exceeding 17,73,031 (Seventeen lakh Seventy Three Thousand and Thirty One) equity shares of face value of Rs. 10 (Rupees Ten only) each, at such

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price and on such terms and conditions as may be fixed or determined by the Board in accordance with the provision of the Plan and all provisions of applicable laws.

RESOLVED FURTHER THAT the Plan may also envisage provisions for providing financial assistance to the eligible Employees to enable them to acquire, purchase or subscribe to the said securities of the Company in accordance with the provisions of the Act / SEBI SBEB Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot equity shares directly to the eligible Employees upon exercise of Options from time to time in accordance with the Plan and such equity shares shall rank pari-passu in all respects with the then existing equity shares of the Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger, buy-back, scheme of arrangement and sale of division or other re-organisation of capital structure of the Company, as applicable from time to time, if any additional equity shares are issued by the Company for the purpose of making a fair and reasonable adjustment to the Options granted earlier, the above ceiling shall be deemed to be increased to the extent of such additional equity shares issued.

RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of equity shares to be issued and allotted on exercise of Options granted under the Plan and the exercise price of Options granted under the Plan shall automatically stand augmented or reduced, as the case may be, in the same proportion as the present face value of Rs. 10 (Rupees Ten Only) per equity share bears to their revised face value of the equity shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the Employees who have been granted Options under the Plan.

RESOLVED FURTHER THAT the Company shall confirm to the accounting policies prescribed from time to time under the Act, SEBI SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable to the Plan.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the Board, which includes the Compensation/ Nomination and Remuneration Committee, is authorised to formulate, evolve, decide upon and implement the Plan, determine the detailed terms and conditions of the aforementioned Plan including but not limited to the quantum of the Options to be granted per Employee, the number of Options to be granted in each tranche, the terms or combination of terms subject to which the said Options are to be granted, the exercise period, the vesting period, the vesting conditions, instances where such Options shall lapse and to grant such number of Options, to such Employees of the Company, at price, at such time and on such terms and conditions as set out in the Plan and as the Board or the Compensation/ Nomination and Remuneration Committee may in its absolute discretion think fit.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee be designated as the Compensation Committee in accordance with Regulation 5(1) of the SEBI SBEB Regulations as and when applicable to the Company for the purposes of administration of the Plan.

RESOLVED FURTHER THAT the Board is hereby authorised to make any modifications, changes, variations, alterations or revisions in the Plan as it may deem fit, from time to time or to suspend, withdraw or revive the Plan from time to time, in conformity with applicable laws, provided such variations, modifications, alterations or revisions are not detrimental to the interests of the Employees.

RESOLVED FURTHER THAT the Board shall take necessary steps for listing of the Equity Shares allotted under the Plan on the Stock Exchanges, in accordance with the provisions of the SEBI SBEB Regulations, the SEBI LODR Regulations (as amended from time to time) and other applicable laws and regulations.

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RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient or proper and to settle all questions, difficulties or doubts that may arise in relation to formulation and implementation of the Plan at any stage including at the time of listing of the equity shares issued herein without requiring the Board to secure any further consent or approval of the members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any powers conferred herein to Compensation / Nomination and Remuneration Committee or such other Committees as constituted from time to time, with power to sub-delegate to any executives/officers of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings etc., as may be necessary in this regard.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby severally authorized to file necessary forms, e-forms, declarations with the Registrar of Companies and do all such acts, deeds, matters and things as it may be necessary, proper or expedient for the purpose of giving full effect to this resolution.”

3. APPROVAL OF “EIEL EMPLOYEES STOCK OPTION PLAN 2025 (“THE PLAN”) FOR THE BENEFIT OF THE EMPLOYEES OF THE SUBSIDIARY(IES) / ASSOCIATE(S) OF THE COMPANY (PRESENT AND FUTURE)

To consider and, if thought fit, to pass the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 62 (1) (b) of the Companies Act, 2013 (“the Act”) and the Companies (Share Capital and Debentures) Rules, 2014 (the “Companies SCD Rules”) and other applicable provisions, if any, of the Act, including any statutory modification(s) or re-enactment of the Act for the time being in force and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company and the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 including any modifications thereof or supplements thereto (“the SEBI SBEB Regulations”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI LODR Regulations”), the Listing Agreement entered into with the Stock Exchange where the securities of the Company are listed and any other applicable laws for the time being in force and subject to such other consents, permissions, sanctions and approvals which may be agreed by the Board of Directors of the Company (hereinafter referred to as “the Board”), the consent of shareholders, be and is hereby accorded to introduce and implement ‘EIEL Employees Stock Option Plan 2025’ (“the Plan”) to create, grant, offer, issue and allot at any time in one or more tranches to or for the benefit of eligible Employees and Directors of the group company(ies) including subsidiary / Associate company(ies), whether in or outside India, such number of stock options convertible into Equity Shares of the Company (“Options”), in one or more tranches, not exceeding 17,73,031 (Seventeen Lakh Seventy Three Thousand Thirty One) equity shares of face value of Rs. 10 (Rupees Ten Only) each, at such price and on such terms and conditions as may be fixed or determined by the Compensation / Nomination and Remuneration Committee in accordance with the provision of the Plan and all provisions of applicable laws.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby severally authorized to file necessary forms, e-forms, declarations with the Registrar of Companies and do all such acts, deeds, matters and things as it may be necessary, proper or expedient for the purpose of giving full effect to this resolution.”

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By the order of the Board Enviro Infra Engineers Limited

Sd/(Piyush Jain) M No.: A57000

Date: 25.11.2025 Company Secretary and Compliance Officer Place: New Delhi M No.: A57000

Registered Office: Unit 201, 2[nd] Floor, R G Metro Arcade, Sector-11, Rohini, New Delhi – 110085 CIN: L37003DL2009PLC191418 Website: www.eiel.in E-mail: investors.relation@eiepl.in Tel: 011-40591549

Notes:

1. An explanatory statement, pursuant to Section 102 and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is attached.

2. In compliance with the MCA Circulars and the SEBI Listing Regulations, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners as on Friday, 28[th] November, 2025 (“ Cut-Off Date ”) received from the Depositories and whose e-mail address is registered with the Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

3. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the SEBI Listing Regulations, the relevant SEBI Circulars, as amended from time to time and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolutions electronically and has engaged the services of the RTA of the Company for this purpose. The instructions for e-voting are provided as part of this Postal Ballot Notice. The Shareholders are requested to communicate their ‘assent’ or ‘dissent’ to the proposed resolution through remote e-voting only.

4. This Postal Ballot Notice will also be available on the Company’s website at www.eiel.in, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, also available on the website of Bigshare at https://ivote.bigshareonline.com.

5. Members holding shares in electronic form and who have not registered their e-mail address are requested to register the same with the Depository Participant(s) where they maintain their demat accounts.

6. Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e-voting. Voting rights shall be reckoned based on the paid-up value of the equity shares registered in the name of the Shareholder as on the Cut-off date. In case of joint holders, only such joint holder, who is highest in the order of names, will be entitled for remote e-voting. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.

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1. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to investors.relation@eiepl.in mentioning his / her / its DP ID - Client ID and PAN.

2. The Board of Directors (“the Board”) has appointed Shri Alok Jain (CP No. – 14828, M No. – A-30369), Proprietor of M/s Jain Alok & Associates, Company Secretaries, New Delhi, as the Scrutinizer, for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose. The Scrutiniser’s decision on the validity of the votes cast in the Postal Ballot shall be final.

3. After conclusion of the e-voting period on Thursday, January 01, 2026, the Scrutinizer shall unblock the votes cast through remote e-voting in the presence of at least two witnesses, who are not in employment of the Company, and prepare the Scrutinizer’s Report containing the details of total votes cast in favour or against the proposed resolution. The Scrutinizer shall submit his report to the Chairman or any other person authorised by him, who shall countersign the same and declare the results of the Postal Ballot. The resolution, if passed by requisite majority, shall be deemed to have been passed on Thursday, January 01, 2026, being the last day of remote e-voting.

4. The result of the Postal Ballot (conducted through remote e-voting) along with the Scrutinizer’s Report, shall be announced within 2 (two) working days of the conclusion date of the said remote e-voting i.e. on or before Monday, January 05, 2026 and will be displayed on the Company’s website at www.eiel.in and the website of Bigshare at https://ivote.bigshareonline.com. The results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the registered office of the Company.

5. The ISIN of the Equity Shares of INR 10/- each is INE0LLY01014.

6. Procedure for e-Voting:

The remote e-voting period begins on 9:00 a.m. (IST) on Wednesday, December 03, 2025 and ends at 5:00 p.m. (IST) on Thursday, January 01, 2026. Once the remote e-vote is cast, the Shareholder will not be allowed to change it subsequently. The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by Bigshare upon expiry of the aforesaid period. Shareholders, whose names appear in the Register of Members/Beneficial Owners as on the Cut-off date i.e. Friday, 28[th] November, 2025, can cast their vote electronically. The voting right of Shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date.

In terms of SEBI circular dated December 9, 2020, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Detailed instructions in this regard are appearing below:

1. Pursuant to above said SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

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Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi/Easiest ishttps://web.cdslindia.com/myeasitoken/home/login or visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page ofBIGSHAREthe e-Voting service provider and you will be re-directed toi-Votewebsite for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e.BIGSHARE, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasitoken/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress, and also able to directly access the system of all e-Voting Service Providers. Click onBIGSHAREand you will be re-directed toi-Votewebsite for casting your vote duringthe remote e-voting period.
Individual Shareholders holding securities in demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name BIGSHAREand you will be re-directed toi-Votewebsite for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site whereinyou can see e-Voting page. Click on companyname or e-

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Individual Shareholders (holding securities in demat mode) login through theirDepository Participants

Voting service provider nameBIGSHAREand you will be redirected toi- Votewebsite for casting your vote duringthe remote e-Voting period.

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e- Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free No. 1800 22 55 33.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.comor call at 022- 48867000.

2. Login method for e-Voting for shareholder other than individual shareholders holding shares in Demat mode:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Please enter you ‘ USER ID’ (User id description is given below) and ‘ PASSWORD’ which is shared separately on you register email id.

  • Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.

  • Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.

Note If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

• Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE : If Shareholders are holding shares in demat form and have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ INVESTOR LOGIN ’ tab and then Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ Reset ’.

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(In case a shareholder is having valid email address, Password will be sent to his / her registered e- mail address).

Voting method for shareholders on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

• Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.

• Select event for which you are desire to vote under the dropdown option.

• Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.

• Cast your vote by selecting an appropriate option “ IN FAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.

• Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.

• Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e-Voting Platform.

• Enter all required details and submit.

• After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” .

NOTE : If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ CUSTODIAN LOGIN ’ tab and further Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ RESET .

(In case a custodian is having valid email address, Password will be sent to his / her registered e- mail address).

Voting method for Custodian on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

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Investor Mapping:

• First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.

• Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).

• Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”.

Note : The power of attorney (POA) or board resolution has to be named as the “ InvestorID.pdf ” (Mention Demat account number as Investor ID.)

• Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

• To cast your vote select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.

• Select the Event under dropdown option.

• Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).

• Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on custodian portal.

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EXPLANATORY STATEMENT

(Pursuant to Section 102(1) of the Companies Act, 2013 read with other applicable provisions and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

ITEM NO. 1

The Board appointed Dr. Mukul Jain (DIN: 07187651) as an Additional Director designated as Non-Executive Independent Director of the Company at its meeting held on 04[th] October, 2025 who holds the office upto the date of the ensuing AGM. The Nomination and Remuneration Committee and the Board has recommended the appointment of Dr. Mukul Jain (DIN: 07187651) as an Independent Director for a term of 5 (five) years effective from 04[th] October, 2025 upto 03[rd] October, 2030 (both days inclusive) subject to approval of the Members of the Company pursuant to provisions of Sections 149 and 152 of the Act.

The Company has received a notice under Section 160 of the Act from a member proposing the candidature of Dr. Mukul Jain for the office of Independent Director of the Company.

Members are requested to note that the Company has also received declaration in writing from Dr. Mukul Jain confirming that he meets the criteria of independence under the Act and the SEBI Listing Regulations. Further, the Company has also received a consent in writing to act as an Independent Director of the Company and further confirming that he is not disqualified from being appointed as director in terms of Section 164 and other provisions of the Act and SEBI Listing Regulations and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

In the opinion of the Board, Dr. Mukul Jain satisfies all the conditions for his appointment as an Independent Director of the Company under the Act and the SEBI Listing Regulations. Dr. Mukul Jain is independent of the management and possesses appropriate skills, experience, knowledge and capabilities, required for the role of Independent Director.

A brief profile of Dr. Mukul Jain and other requisite details, pursuant to the provisions of the Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India and the SEBI Listing Regulations are provided in Annexure 1 to this Notice. In line with the Company’s remuneration policy for Independent Directors, Dr. Mukul Jain will be entitled to receive remuneration by way of sitting fees as approved by the Board, reimbursement of expenses for participation in the Board meetings/Committee meetings, if any.

The Board is of the view that the Company would greatly benefit from the rich and varied experience of Dr. Mukul Jain. The appointment letter along with terms and conditions of appointment of the Independent Director is available for inspection by the members electronically. Members seeking to inspect the same can send an email to investors.relations@eiepl.in.

In accordance with the provisions of Sections 149, 150, 152 read with Schedule IV to the Act and other applicable provisions of the Act, the appointment of Dr. Mukul Jain as an Independent Director requires approval of members of the Company. Further, in terms of Regulation 25(2A) of the SEBI Listing Regulations, appointment of Dr. Mukul Jain as an Independent Director requires approval of members of the Company by passing a special resolution.

Accordingly, the approval of members is sought for appointment of Dr. Mukul Jain as an Independent Director of the Company.

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Except for Dr. Mukul Jain and/or his relatives, no other Director, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board of Directors recommends the Special Resolution set out at Item No. 1 of this Postal Ballot Notice for approval by the members.

Annexure – 1

Brief profile of Dr. MUKUL JAIN:

Dr. Mukul Jain has extensive academic qualifications and rich diverse experience of more than 30 years in industry, corporate sector, academics, training and capital markets. He has a good understanding of business strategies and critical thinking.

He is a Non-Executive Director on the boards of a few listed and non-listed companies. He is a Corporate Trainer on Financial Planning, Capital Markets, Investments, Insurance, soft & behavioural skills, POSH, Production & Operations Management, Quality and empanelled with a few public sector companies and Visiting Professor in management domain with business institutes in Delhi-NCR. He has also been an Honorary Director with a management institute, affiliated to Haryana State Government University.

He is member of many professional & social bodies and holds positions in some of them. He is the empanelled Training Resource Person of SEBI (Securities & Exchange Board of India), NISM (National Institute of Securities Markets), BSE, NSE, CDSL and he has individually conducted more than 1000 “Investor Awareness workshops” to spread Financial Planning & Investment awareness among various groups of citizens in the country since the past more than 10 years. He has also conducted live lecture sessions on UGC’s higher education TV channel, namely, ‘Vyas’ on topics of Management, which are uploaded on YouTube. His several other lectures are also available on YouTube.

He is a mechanical engineering graduate with 3 post-graduations in different domains of Management, namely Operations, Finance & HR. He holds a Ph.D. degree in the subject of Behavioural Finance. He has 3 ‘Fellowships’ in the fields of Financial Planning, Insurance & Investments. He has hundreds of other certifications in the domains of soft skills, Quality Management, Company laws & Corporate Governance, Financial Planning, Capital Markets, Insurance.

During his early career, he was also involved in his family business of small-scale manufacturing, distribution and retail operations in textiles, yarn and garments.

Other details of Dr. Mukul Jain are as follows:

Dr. Mukul Jain (DIN: 07187651)

Age

64 years

Qualification

1. B.E. (Mech.)—Bachelor’s Degree in Mechanical Engineering, from Bangalore University 2. Honors Diploma in Network-centered-Computing, C++, Java from NIIT. 3. PGDM with specialization in ‘Operations Management’ from All India Management Association. 4. P.G. Diploma in ‘Training & Development’ from ‘Indian Society for Training & Development’ 5. MBA with specialization in HR & Finance—from Manav Bharti University, Solan 6. Ph.D. in Management—from‘Sai Nath University’, Ranchi

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Experience / brief resume / expertise	1. An academician, trainer, management consultant & entrepreneur with experience in academic teaching, Consulting, Corporate Training, Investor Awareness seminars, Quality Management and manufacturing industry, Engineering & skill development, Company Law, Life & General Insurance, Retirement Planning, Mutual Funds, Soft skills, Corporate Governance. 2. ‘Visiting Professor’ with other management institutions & reputed Universities
Terms & Conditions for appointment	As per the resolution at item no. 1 of the Notice read with explanatory statement thereto, Dr. Mukul Jain is recommended to be appointed as Non-Executive Independent Director of the Company
Remuneration last drawn (FY 2024-25)	N.A.
Remuneration proposed to be paid	Sitting fees for attending the meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings
Date of first appointment on the Board	04thOctober, 2025
Shareholding in the Company	NIL
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	NIL
The number of Meetings of the Board attended during the year	01
Other Directorships	1.Mohini Health & Hygiene Limited – Independent Director 2.Laxmiwealth Credit Management Solutions Private Limited – Director 3.Urja Global Limited – Independent Director 4.Urja Batteries Limited – Independent Director 5.Avro India Limited – Independent Director 6.Avro Recycling Limited – Additional Director (Independent)
Membership / Chairmanship of Committees	1. Mohini Health & Hygiene Limited – Member in Audit Committee and Nomination and Remuneration Committee 2. Urja Global Limited – Chairperson in Audit Committee and Member in Stakeholders Relationship Committee 3. Enviro Infra Engineers Limited – Chairperson in Nomination and Remuneration Committee and member in Risk Management Committee
Other listed entities in which directorship held	1. Urja Global Limited 2. Avro India Limited 3. Mohini Health & Hygiene Limited

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Listed entities in which directorship resigned in N.A. the past three years

ITEM NOs. 2 & 3:

Your Company believes that Equity based compensation schemes are an effective tool to reward the talent working with the Company and its Subsidiary / Associate Company(ies) (present and future, if any). It provides an opportunity to employees to share the growth of the Company and to create long-term wealth in the hands of the employees. With a view to motivate employees seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents and to retain them for ensuring sustained growth, to reward for loyalty, to link interests of employees with shareholders, the Company intends to implement Stock Option Scheme namely ‘EIEL Employees Stock Option Plan 2025' (“the Plan”) for the employees of the Company and its Subsidiary / Associate Company(ies) (present and future, if any).

Based on the recommendation of the Nomination and Remuneration Committee (Committee), the Board of Directors of the Company at their meeting held on 25.11.2025, had approved the Plan , subject to the approval of Members, for the benefit of the eligible employees of the Company and its Subsidiary / Associate Company(ies) (present and future, if any), under the Plan in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) and other applicable laws. Under the Plan, the eligible employees shall be granted Stock Options which will be exercisable into equity shares of Rs. 10/- (Rupee Ten only) each of the Company. The Plan shall be implemented by the Nomination and Remuneration Committee of the Board which will also act as Compensation Committee (“Committee”) as per the provisions of SEBI SBEB Regulations.

The main features of the Plan are as under:

A. Brief Description of the Plan:

Keeping view the aforesaid objectives, the Plan contemplates grant of Options to the eligible employees of the Company and its Subsidiary / Associate Company(ies) (present and future, if any).

After vesting of Stock Options, the eligible employees earn a right, but not obligation, to exercise the vested Options within the exercise period and obtain equity shares of the Company subject to payment of exercise price and satisfaction of any tax obligation arising thereon and other terms and conditions of the Plan.

The Nomination and Remuneration Committee shall act as the Compensation Committee for the administration of Plan. All questions of interpretation of the Plan shall be determined by the Committee and such determination shall be final and binding upon all persons having an interest in the Plan.

The objectives of the Plan are:

• To provide means to enable the Company and its Subsidiary / Associate Company(ies) to attract and retain appropriate human talent;

• To motivate the employees with incentives and reward opportunities;

• To achieve sustained growth of the Company and its Subsidiary / Associate Company(ies) and the creation of shareholder value by aligning the interests of the employees which will lead to long-term wealth creation; and

• To create a sense of ownership and participation amongst the employees or otherwise increase their proprietary interest.

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B. Total number of Options to be offered and granted:

The total number of Options to be granted under the Plan shall not exceed 17,73,031 (Seventeen Lakh Seventy Three Thousand Thirty One) Stock Options. Each Option when exercised would be converted into one equity share (“Share”) of Rs. 10/- (Rupees Ten Only) each fully paid-up.

Further, SEBI SBEB Regulations require that in case of any corporate action(s) such as rights issue, bonus issue, merger, sale of division etc., a fair and reasonable adjustment needs to be made to the Options granted. In this regard, the Committee shall adjust the number and price of the Options granted in such a manner that the total value of the Options granted under the Plan remain the same after any such corporate action.

Accordingly, if any additional Options are issued by the Company to the Option grantees for making such fair and reasonable adjustment, the ceiling of 17,73,031 (Seventeen Lakh Seventy Three Thousand Thirty One) Stock Options, shall be deemed to be increased to the extent of such additional Options issued.

C. Identification of classes of employees entitled to participate and be beneficiaries in the Plan:

Personnel of the Company (hereinafter referred to as “Employees”), shall be eligible subject to determination or selection by the Committee. Following classes of personnel are eligible being:

• (i) an employee as designated by the Company, who is exclusively working in India or outside India; or

• (ii) a director of the Company, whether Whole Time or not, including a non-executive director who is not a promoter or member of the promoter group, but excluding an independent director.

• (iii) an employee as defined in sub-clauses (i) or (ii), of a group company including Subsidiary(ies) or Associate Company(ies), in India or outside India, but does not include—

• a. an employee who is a promoter or belongs to the promoter group; and

• b. a director who either by himself or through his relatives or through anybody corporate, directly or indirectly holds more than 10% of the issued and subscribed Shares of the Company.

The Plan may also envisage provisions for providing financial assistance to the eligible Employees to enable them to acquire, purchase or subscribe to the said securities of the Company in accordance with the provisions of the Act / SEBI SBEB Regulations.

D. Requirements of Vesting and period of Vesting:

All the Options granted on any date shall vest not earlier than minimum vesting period of 1 (One) year from the date of grant of Options. The vesting dates and relative percentages shall be determined by the Committee and may vary from employee to employee or any class thereof.

Vesting of Options would be subject to continued employment with the Company or group Company(ies) including Subsidiary / Associate Company(ies), as the case may be. In addition to this, the Compensation Committee may also specify certain performance criteria subject to satisfaction of which the Options would vest.

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E. Maximum period (subject to Regulation 18(1) of SEBI SBEB Regulations) within which the Options shall be vested:

The maximum period within which the Options shall vest will be decided by the Compensation Committee at the time of grant.

F. Exercise price or pricing formula:

The exercise price of any option granted under the Plan shall be the price for exercise of options as determined by the Compensation Committee and communicated to the eligible employee vide the letter of grant. Once granted, the exercise price of the options may be varied by the Compensation Committee to account for any rights issues, mergers, stock splits, bonus issue or share consolidations etc.

G. Exercise period and the process of exercise:

Vested options can be exercised by the in-service employees anytime within 3 (three) years from the date of vesting during the exercise window opened by Compensation Committee, failing which the vested options shall automatically lapse. During this period, the Vested Options may be exercised by the Option Grantee at one time or at various points of time, in line with such procedures as may be determined by the Committee from time to time.

In the event of resignation / termination / superannuation / death / permanent incapacity, vested Options shall be exercisable as per the Plan.

Vested Option(s) shall be exercisable by Employees (or by legal heir / nominee in case of death) by a written application to the Company expressing his/ her desire to exercise such Options in such manner and on such format as may be prescribed by the Committee from time to time. Exercise of Options shall be entertained only after payment of requisite exercise price and satisfaction of applicable taxes by the Employees or by legal heir / nominee, as the case may be. The Options shall lapse if not exercised within the specified exercise period.

H. Appraisal process for determining the eligibility of employees under the Plan:

The Appraisal process for determining the eligibility of the Employees will be based on combination of parameters such as individual performance, criticality of role, future potential, etc., more particularly the high potential talent who are critical for the business expansion and have a high potential for growth.

I. Maximum number of Options to be offered and issued per employee and in aggregate:

The maximum number of Stock Options granted per Employee will be determined by the Committee on a case to case basis and the aggregate number of Stock Options that may be granted to an identified Employee under the Plan shall not exceed 5,00,000 (Five lakhs) Stock Options, which is less than 1% of the issued capital of the Company in any one year at the time of Grant, unless a separate specific approval from shareholders of the Company through Special Resolution is obtained for granting Stock Options that are 1% or more of the issued capital of the Company.

The maximum number of Stock Options, in aggregate, that may be granted pursuant to this Plan shall not exceed 17,73,031 (Seventeen Lakh Seventy Three Thousand Thirty One). Each Stock Option when exercised would be converted into one equity share of Rs. 10/- (Rupees Ten only) each fully paid-up and shall be issued by the Company to the employee.

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J. Maximum quantum of benefits to be provided per employee under the Plan:

The maximum quantum of benefits that will be provided to any eligible employee under the Plan will be the difference between the market value of Company’s shares on the stock exchanges as on the date of exercise of Options and the exercise price and tax amount (as may be applicable) paid by the employee. Apart from grant of Options as stated above, no monetary benefits are contemplated under the Plan.

K. Route of the Plan implementation:

The Plan shall be implemented and administered directly by the Company through the Board / Committee. The Company may change the mode of implementation of the Plan subject to the condition that a fresh approval of the Shareholders by a special resolution is obtained prior to implementing such a change and that such a change is not prejudicial to the interests of the Option Grantees.

L. Source of acquisition of shares under the Plan:

The Plan contemplates issue of fresh/ primary shares by the Company.

• M. Amount of loan to be provided for implementation of the scheme(s) by the Company to the trust, its tenure, utilization, repayment terms, etc.,:

Not applicable as the Plan is not implemented through trust.

N. Maximum percentage of secondary acquisition:

Not applicable as the Plan is not implemented through trust.

O. Accounting and Disclosure Policies:

The Company shall follow the IND AS 102 on Share-based payments and/ or any relevant accounting standards as may be prescribed by the Institute of Chartered Accountants of India or any other appropriate authority, from time to time, including the disclosure requirements prescribed therein, in compliance with re`levant provisions of SEBI SBEB Regulations. In case, the existing guidance note, or accounting standards do not prescribe accounting treatment or disclosure requirements, any other Accounting Standard that may be issued by ICAI or any other competent authority shall be adhered to in due compliance with the requirements of Regulation 15 of SEBI SBEB Regulations.

P. Method of Option valuation:

The Company shall adopt ‘fair value method’ for valuation of Options as prescribed under guidance note or under any accounting standard, as applicable, notified by appropriate authorities from time to time.

• Q. The conditions under which option vested in employees may lapse e.g. in case of termination of employment for misconduct;

This is required in accordance with the Plan implemented by the Company

• R. The specified time period within which the employee shall exercise the vested options in the event of a proposed termination of employment or resignation of employee

This is required in accordance with the Plan implemented by the Company

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S. Terms & conditions for buyback, if any, of specified securities/ Options covered granted under the Plan:

Subject to the provisions of the then prevailing applicable laws, the Committee shall determine the procedure for buy-back of Options granted under the Plan if to be undertaken at any time by the Company, and the applicable terms and conditions thereof.

T. Lock-in period:

The shares issued pursuant to exercise of Options shall not be subject to any lock-in period restriction except such restrictions as may be prescribed under applicable laws including that under the code of conduct framed, if any, by the Company under the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulations, 2015, as amended.

U. Declaration:

In case, the Company opts for expensing of share-based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the Stock Options shall be disclosed in the Director’s Report and the impact of this difference on profits and on Earning Per Share (EPS) of the Company shall also be disclosed in the Directors’ Report.

Consent of the members is being sought by way of special resolution pursuant to Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 and as per Regulation 6 of the SEBI SBEB Regulations.

A draft copy of the Plan is available for inspection at the Company’s registered office during official hours on all working days till the last date of the postal ballot i.e. Thursday, January 01, 2026. Members may also request for a copy of the Plan by sending an email at investors.relation@eiepl.in.

None of the Directors, Key Managerial Personnel of the Company including their relatives are interested or concerned, financially or otherwise in the resolutions, except to the extent they may be lawfully granted Options under the Plan.

In light of above, the Board recommends the Special Resolution set out in item nos. 2 and 3 of this Notice for approval of the members.

By the order of the Board Enviro Infra Engineers Limited

Date: 25.11.2025 Place: New Delhi

Sd/(Piyush Jain) Company Secretary and Compliance Officer M No.: A57000

Registered Office: Unit 201, 2[nd] Floor, R G Metro Arcade, Sector-11, Rohini, New Delhi – 110085 CIN: L37003DL2009PLC191418 Website: www.eiel.in E-mail: investors.relation@eiepl.in Tel: 011-40591549

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