ENVIRO INFRA ENGINEERS LIMITED — Proxy Solicitation & Information Statement 2025

Sep 3, 2025

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Date: 03[rd] September, 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 August 29[th] , 2025.

A copy of the postal ballot notice is also available on the Company’s website at: https://www.eiel.in/_files/ugd/2514a1_93ca5ad6db80426abb781d5989bbd4ee.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

PIYUSH Digitally signed by PIYUSH JAIN JAIN Date: 2025.09.03 18:04:27 +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 and 09/2024 dated September 19, 2024 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 ordinary 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, 29[th] August, 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 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.

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

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Commencement of e-voting:	Thursday, September 04, 2025 at 9:00 a.m. IST
End of e-voting:	Friday, October 03, 2025 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.

The Scrutiniser will submit his report, after the completion of the scrutiny, to the Chairman or any person authorised by him. 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 Tuesday, 07[th] October, 2025 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.

RESOLUTIONS FOR CONSIDERATION:

SPECIAL BUSINESS(ES):

1. TO APPOINT MR. SANJAY JAIN (DIN: 02575734) AS CHAIRMAN & WHOLE-TIME DIRECTOR OF THE COMPANY:

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

“ RESOLVED THAT pursuant to the provisions of Sections 2(51), 152, 196, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the relevant rules framed thereunder, Regulation 17(1C)(b) and any other applicable Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the Articles of Association of the Company and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act, and on the recommendation of the Nomination and Remuneration Committee, Audit Committee and the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded for the appointment of Mr. Sanjay Jain (DIN: 02575734) as Chairman & Whole Time Director of the Company, designated as Executive Director, liable to retire by rotation, for a period of 5 (five) years, with effect from 03.10.2025 (being the last date of remote e-voting) on the terms and conditions as set out in the Statement annexed to the Notice, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee and the Audit Committee of the Board) to alter and vary the terms and conditions of the said appointment within the provisions of the Act and SEBI Listing Regulations, as it may deem fit.

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. TO APPROVE THE REMUNERATION OF MR. SANJAY JAIN (DIN: 02575734) AS CHAIRMAN & WHOLE-TIME DIRECTOR OF THE COMPANY

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

“RESOLVED THAT pursuant to the provisions of Sections 196(4), 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in

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force), pursuant to the recommendation of the Nomination and Remuneration Committee, Audit Committee and the Board, the approval of the Members be and is hereby accorded for payment of such remuneration to Mr. Sanjay Jain as Chairman & Whole Director of the Company, for a term of 5 (five) years with effect from 03.10.2025, as detailed in the explanatory statement annexed hereto, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee and the Audit Committee of the Board) to alter and vary the terms and conditions of the said appointment within the provisions of the Act and SEBI Listing Regulations, as it may deem fit.”

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. TO APPROVE CHANGE IN DESIGNATION OF MRS. RITU JAIN (DIN: 09583136) FROM NONEXECUTIVE NON-INDEPENDENT DIRECTOR TO WHOLE TIME DIRECTOR

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

“RESOLVED THAT in accordance with the provisions of Sections 2(51), 2(94), 196, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the relevant rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) [including any statutory modification(s), amendment (s) or re-enactment(s) thereof, for the time being in force], the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, the approval of the members be and is hereby accorded for change in designation of Mrs. Ritu Jain (DIN: 09583136) from Non-Executive Non Independent Director to Whole Time Director, designated as Executive Director, liable to retire by rotation, for a period of five years commencing from 29.08.2025, on the terms and conditions as set out in the Statement annexed to the Notice, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee and the Audit Committee of the Board) to alter and vary the terms and conditions of the said appointment within the provisions of the Act and SEBI Listing Regulations, as it may deem fit.

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.”

4. TO APPROVE THE REMUNERATION OF MRS. RITU JAIN (DIN: 09583136) AS WHOLE-TIME DIRECTOR OF THE COMPANY

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

“ RESOLVED THAT pursuant to the provisions of Sections 196(4), 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), pursuant to the recommendation of the Nomination and Remuneration Committee, Audit Committee and the Board, approval of the Members be and is hereby accorded for payment of such remuneration to Mrs. Ritu Jain as Whole Director of the Company, for a term of 5 (five) years with effect from 29.08.2025, as detailed in the explanatory statement annexed hereto, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination

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and Remuneration Committee and the Audit Committee of the Board) to alter and vary the terms and conditions of the said appointment within the provisions of the Act and SEBI Listing Regulations, as it may deem fit.”

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.”

5. TO APPROVE THE APPOINTMENT OF MRS. SHACHI JAIN (DIN: 09583066) AS WHOLE TIME DIRECTOR OF THE COMPANY

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

“ RESOLVED THAT pursuant to the provisions of Section 2(51), 2(94), 152, 196, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the rules framed thereunder and applicable Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act, approval of the Members of the Company be and is hereby accorded for the appointment of Mrs. Shachi Jain (DIN: 09583066), who is currently appointed as Additional Director, as Whole Time Director of the Company, designated as Executive Director, liable to retire by rotation, for a period of 5 (five) years, with effect from 29.08.2025 on the terms and conditions as set out in the Statement annexed to the Notice, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee and the Audit Committee of the Board) to alter and vary the terms and conditions of the said appointment within the provisions of the Act and SEBI Listing Regulations, as it may deem fit.

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.”

6. TO APPROVE THE REMUNERATION OF MRS. SHACHI JAIN (DIN: 09583066) AS WHOLE TIME DIRECTOR OF THE COMPANY

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

“ RESOLVED THAT pursuant to the provisions of Sections 196(4), 197, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), pursuant to the recommendation of the Nomination and Remuneration Committee, Audit Committee and the Board, approval of the Members be and is hereby accorded for payment of such remuneration to Mrs. Shachi Jain as Whole Director of the Company, for a term of 5 (five) years with effect from 29.08.2025, as detailed in the explanatory statement annexed hereto, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee and the Audit Committee of the Board) to alter and vary the terms and conditions of the said appointment within the provisions of the Act and SEBI Listing Regulations, as it may deem fit.

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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.”

By the order of the Board Enviro Infra Engineers Limited

Sd/(Piyush Jain) Date: 29.08.2025 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. A 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 mentioned in this Postal Ballot Notice is attached.

2. In compliance with the MCA Circulars and the 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, 29[th] August, 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 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.

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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.

1. The e-voting period commences at 9:00 a.m. (IST) on Thursday, 04[th] September, 2025 and ends at 5:00 p.m. (IST) on Friday, 03[rd] October, 2025. 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.

2. 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.

3. The Company 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.

4. After conclusion of the e-voting period on Friday, 03[rd] October, 2025, 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 Friday, 03[rd] October, 2025, being the last day of remote e-voting.

5. Results of Postal Ballot through remote e-voting, shall be declared within 2 working days of the date of conclusion of the remote e-voting period. The results shall be communicated to the Stock Exchanges and also displayed on the website of Bigshare i.e. https://ivote.bigshareonline.com, website of the Company i.e. www.eiel.in and at the Registered Office of the Company.

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

13. Procedure for e-Voting:

The remote e-voting period begins on 9:00 a.m. (IST) on Thursday, 04[th] , September, 2025 and ends at 5:00 p.m. (IST) on Friday, 03[rd] October, 2025. Thereafter, the remote e-voting module shall be disabled. Shareholders, whose names appear in the Register of Members/Beneficial Owners as on the Cut-off date i.e. Friday, 29[th] August, 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:

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

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.

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

After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- 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 ?

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

(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).

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

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

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.)

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• 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).

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Shareholder‘s other than individual shareholders holding shares in Demat mode	In case shareholders/ investor have any queries regarding E-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available athttps://ivote.bigshareonline.com,under download section or you can email us toivote@bigshareonline.com or call us at: 1800 22 54 22, 022- 62638338

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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 NOs. 1 & 2

The shareholders of the Company, at their 15[th] Annual General Meeting held on 28.08.2025, did not approve the resolution relating to the re-appointment of Mr. Sanjay Jain as Chairman & Whole-time Director of the Company.

In terms of the Regulation 17(1C)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), where the appointment or re-appointment of a person, including as a Managing Director, Whole-time Director or Manager, has been earlier rejected by the shareholders, such appointment or re-appointment can be considered only with the prior approval of the shareholders, and the explanatory statement annexed to the notice is required to set out in detail the justification of the Board of Directors and the Nomination and Remuneration Committee for recommending such appointment or reappointment.

Accordingly, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has considered the matter afresh and, after evaluating the performance, experience and continued contribution of Mr. Sanjay Jain, recommends the appointment of Mr. Sanjay Jain as Chairman & Whole Time Director of the Company, on the terms and conditions set out herewith. The justification for such recommendation is detailed below:

Justification for appointment of Mr. Sanjay Jain as Chairman & Whole-time Director

Mr. Sanjay Jain, aged 53 years, B.tech in Chemical Engineering, has been associated with the Company since its incorporation and is one of its founding promoters. With nearly three decades of rich experience in the water and wastewater infrastructure sector, he has played a pivotal role in shaping the Company’s vision, values, and business strategy and has been the driving force behind the Company’s consistent growth and reputation in the sector.

Over the years, Mr. Jain has successfully guided the Company through complex project executions, competitive bidding processes, procurement strategies, operational challenges and the overall operation and maintenance of the Company’s projects. His deep technical expertise and his ability to integrate technical precision with practical execution, has enabled the Company to consistently deliver high-quality, sustainable, and compliant infrastructure solutions across multiple projects with timely delivery and adherence to the highest standards of safety and compliance.

Under his dynamic leadership, the Company has successfully executed numerous large-scale and complex projects across diverse geographies, establishing itself as a trusted partner for government agencies and municipalities. His meticulous attention to detail, hands-on problem-solving approach, and focus on innovation have enabled the Company to consistently provide cutting-edge, sustainable, and future-ready water treatment solutions.

Beyond project execution, Mr. Jain has been instrumental in building strong client relationships, nurturing a culture of accountability and performance among employees, and steering the Company towards operational excellence. His deep understanding of the industry dynamics and ability to foresee opportunities in the evolving infrastructure landscape continue to guide the Company’s strategic direction.

The Company has grown multifold under his stewardship, and his continued leadership is considered vital to sustaining growth momentum, strengthening execution capabilities, and enhancing stakeholder value.

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The Board of Directors and the Nomination & Remuneration Committee believe that Mr. Jain’s continued involvement at the executive level is essential for maintaining operational excellence, ensuring continuity of leadership, and driving future growth of the Company. His long-standing association, hands-on execution capabilities, and proven track record of performance make him uniquely placed to lead the Company’s ongoing and upcoming initiatives.

In view of the above, the Board of Directors of the Company (“Board”) on the recommendation of the Nomination and Remuneration Committee and the Audit Committee at its meeting held on 29[th] August, 2025, consider it in the best interest of the Company and its stakeholders to recommend the appointment of Mr. Sanjay Jain as Chairman and Whole-time Director of the Company, designated as Executive Director, liable to retire by rotation for a period of 5 (five) years from 03.10.2025 (being last day of the remote e-voting), on the following terms and conditions:

(a) Salary, Perquisites and Allowances per annum:

Salary, Perquisites and Allowances is fixed at ₹4.80 Crores per annum, payable each year throughout his tenure. The perquisites and allowances shall be determined, as per the provisions of Income Tax Act, 1961 or any rules made thereunder or any statutory modification(s) or reenactment(s) thereof; in the absence of any such rules, perquisites and allowances shall be determined at actual cost.

The members may note that:

• (i) Mr. Sanjay Jain had capped his annual remuneration at ₹ 4.80 crores per annum from F.Y. 202324 and no increment has been made in his remuneration.

• (ii) Mr. Jain has further opted to forego his salary until the recovery of the losses incurred by the Company on account of the cyber fraud incident.

(b) Reimbursement of Expenses:

Reimbursement of expenses incurred in the course of the business. Expenses incurred for travelling, boarding and lodging including for his spouse and attendant(s) during business trips and provision of car(s) for use on Company’s business and communication expenses shall be reimbursed at actuals and not considered as perquisites.

(c) General:

• (i) Subject to the superintendence, control, and direction of the Board of Directors of the Company, the Whole-time Director shall be entrusted with substantial powers of management along with such other duties and responsibilities as may be entrusted to him by the Board of Directors from time to time.

• (ii) The Whole-time Director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.

• (iii) The Whole-time Director shall adhere to the Company’s Code of Conduct.

Mr. Sanjay Jain satisfies all the conditions set out in Part-I of Schedule V to the Act and also the conditions set out under Section 196(3) of the Act for his appointment. He is not disqualified from being appointed as Director in terms of Section 164 of the Act. Further, it is also affirmed that Mr. Sanjay Jain is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

The above may be treated as a written memorandum setting out the terms of appointment of Mr. Sanjay Jain under Section 190 of the Act.

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Approval of members is sought for the appointment of Mr. Sanjay Jain as Chairman & Whole Time Director of the Company and his continuation as a director liable to retire by rotation in terms of the applicable provisions of the Act and the SEBI Listing Regulations by ordinary resolution set out at Item No. 1 & 2 of the Notice.

The requisite details and information pursuant to the provisions of (i) the Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided below.

Mr. Sanjay Jain is interested in the resolution set out at Item No. 1 & 2 of the Notice. Mrs. Ritu Jain and Mr. Manish Jain, being related are deemed to be interested in the said resolution. The other relatives of Mr. Sanjay Jain may be deemed to be interested in the resolution, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

Mr. Sanjay Jain (DIN: 02575734)

Age	53 years
Qualification	Bachelor’s degree in chemical engineering from Mangalore University
Experience / brief resume / expertise	Mr. Sanjay Jain has been associated with the Company since incorporation. He is a visionary leader with nearly three decades of experience in the Water and Wastewater Treatment Industry. He plays a pivotal role in overseeing the end-to-end execution of projects, commencing from the bidding of tenders to designs, procurement of raw materials and machinery, and the overall Operation and Maintenance of our Company’s projects. His expertise in engineering and project management has been instrumental in the Company's growth and success in delivering cutting-edge solutions in the water treatment sector. The Company has grown multifold under his leadership and it would be in the interest of the Company that he continues to lead the Company.
Terms & Conditions for appointment	As per the resolution at item no. 1 & 2 of the Notice read with explanatory statement thereto, Mr. Sanjay Jain is recommended to be appointed as Chairman & Whole-Time Director of the Company
Remuneration last drawn (FY 2024-25)	₹ 4.80 Crores
Remuneration proposed to be paid	₹ 4.80 Crores per annum, payable each year throughout his tenure period
Date of first appointment on the Board	19thJune, 2009
Shareholding in the Company	4,89,45,527 equity shares
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Brother of Mr Manish Jain, Managing Director Spouse of Mrs. Ritu Jain, Non-Executive Director
The number of Meetings of the Board attended during the year (FY 2024-25)	13 of 13 Board Meetings
Other Directorships	1. SMR Projects Private Limited 2. EIEPL Bareilly Infra Engineers Private Limited 3. EIEL Mathura Infra Engineers Private Limited 4. Enviro Infra Engineers (Saharanpur) Private Limited 5. EIE Renewables Private Limited 6. Sunaxis Renewables Private Limited

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	7. Soltrix Energy Solution Private Limited 8. Vento Power Infra Private Limited
Membership / Chairmanship of Committees	N.A.
Other listed entities in which directorship held	N.A.
Listed entities in which directorship resigned in the past three years	N.A.

ITEM NOs. 3 & 4

Mrs. Ritu Jain (DIN: 09583136) was appointed as a Non-Executive Non-Independent Director of the Company by the members of the Company on 19[th] July, 2022. On the recommendation of Nomination and Remuneration Committee of the Company, the Board of Directors at its meeting held on 29[th] August, 2025 consider and approved change in designation of Mrs. Ritu Jain (DIN: 09583136) from Non-Executive NonIndependent Director to Whole Time Director, designated as Executive Director liable to retire by rotation for a period of 5 (five) years from 29.08.2025, on the following terms and conditions:

(a) Salary, Perquisites and Allowances per annum:

Salary, Perquisites and Allowances is fixed at ₹ 54.59 Lakhs per annum, payable each year throughout her tenure. The perquisites and allowances shall be determined, as per the provisions of Income Tax Act, 1961 or any rules made thereunder or any statutory modification(s) or reenactment(s) thereof; in the absence of any such rules, perquisites and allowances shall be determined at actual cost.

(b) Reimbursement of Expenses:

Reimbursement of expenses incurred in the course of the business. Expenses incurred for travelling, boarding and lodging including for her spouse and attendant(s) during business trips and provision of car(s) for use on Company’s business and communication expenses shall be reimbursed at actuals and not considered as perquisites.

(c) General:

• (i) Subject to the superintendence, control, and direction of the Board of Directors of the Company, the Whole-time Director shall be entrusted with substantial powers of management along with such other duties and responsibilities as may be entrusted to her by the Board of Directors from time to time.

• (ii) The Whole-time Director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.

• (iii) The Whole-time Director shall adhere to the Company’s Code of Conduct.

Mrs. Ritu Jain satisfies all the conditions set out in Part-I of Schedule V to the Act and also the conditions set out under Section 196(3) of the Act for her appointment. She is not disqualified from being appointed as Director in terms of Section 164 of the Act. Further, it is also affirmed that Mrs. Ritu Jain is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

The above may be treated as a written memorandum setting out the terms of appointment of Mrs. Ritu Jain under Section 190 of the Act.

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Approval of members is sought for the appointment of Mrs. Ritu Jain as Whole Time Director of the Company and her continuation as a director liable to retire by rotation in terms of the applicable provisions of the Act and the SEBI Listing Regulations by ordinary resolution set out at Item No. 3 & 4 of the Notice.

The requisite details and information pursuant to the provisions of (i) the Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided below.

Mrs. Ritu Jain is interested in the resolution set out at Item No. 3 & 4 of the Notice. Mr. Sanjay Jain, being related are deemed to be interested in the said resolution. The other relatives of Mrs. Ritu Jain may be deemed to be interested in the resolution, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

Mrs. Ritu Jain (DIN: 09583136)

Age	52 years
Qualification	Bachelor’s degree in Home Science from the Maharashi Dayanand University, bachelor’s degree in education from the Kurukshetra University and master’s degree in Child Development from the Kurukshetra University
Experience / brief resume / expertise	Mrs. Ritu Jain has been associated with Enviro Infra Engineers Limited since 2017. Prior to joining the corporate sector, she served as a lecturer at G.V.M. Girls College, Sonepat, a role that shaped her strong grounding in values- based education. Over the past eight years, she has actively contributed to the water and wastewater treatment industry through her leadership in corporate social responsibility and community-focused initiatives. As the President of Enviro Vatsalya Foundation, the CSR arm of the Company, Mrs. Jain leads programs aimed at creating meaningful social impact, particularly in the areas of education, health, environment, and moral development. She is also deeply involved in external initiatives that promote ethical learning and value education among children, reflecting her personal dedication to shaping a more conscious and compassionate society. Mrs. Jain also oversees various administrative and organizational functions of the Company. Her responsibilities include supervising internal management processes, ensuring smooth coordination across departments, supporting employee welfare initiatives, and strengthening the Company’s governance framework. She plays a vital role in aligning the administrative functions with the Company’s long-term vision, thereby fostering operational efficiency and an inclusive workplace culture.
Terms & Conditions for appointment	As per the resolution at item no. 3 & 4 of the Notice read with explanatory statement thereto, Mrs. Ritu Jain is proposed to be appointed as Whole-Time Director of the Company
Remuneration last drawn	₹ 52.41 Lakhs
Remuneration proposed to be paid	₹ 54.59 Lakhs per annum, payable each year throughout her tenure period
Date of first appointment on the Board	19thJuly, 2022

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Shareholding in the Company	1,26,24,000 shares
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Spouse of Mr. Sanjay Jain
The number of Meetings of the Board attended during the year (FY 2024-25)	11 of 13 Board Meetings
Other Directorships	N.A.
Membership / Chairmanship of Committees	Member – Nomination and Remuneration Committee Member–Corporate Social Responsibility
Other listed entities in which directorship held	N.A.
Listed entities in which directorship resigned in the past three years	N.A.

ITEM NOs. 5 & 6

Mrs. Shachi Jain is currently the Chief Human Resource Officer (CHRO) of the Company and spouse of Mr. Manish Jain (DIN: 02671522), Managing Director of the Company.

On the recommendation of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors, at its meeting held on 29[th] August, 2025, appointed Mrs. Shachi Jain (DIN: 09583066) as an Additional Director of the Company pursuant to Section 161 of the Companies Act, 2013, to hold office up to the ensuing General Meeting.

The Board further recommended her appointment as a Whole-Time Director, designated as Executive Director, liable to retire by rotation, for a term of 5 (five) years commencing from 29[th] August, 2025, on the following terms and conditions:

(a) Salary, Perquisites and Allowances per annum:

Salary, Perquisites and Allowances is fixed at ₹ 54.59 Lakhs per annum, payable each year throughout her tenure. The perquisites and allowances shall be determined, as per the provisions of Income Tax Act, 1961 or any rules made thereunder or any statutory modification(s) or reenactment(s) thereof; in the absence of any such rules, perquisites and allowances shall be determined at actual cost.

The Members may note that the proposed remuneration for five years remains the same as last drawn, with no increment therein.

(b) Reimbursement of Expenses:

Reimbursement of expenses incurred in the course of the business. Expenses incurred for travelling, boarding and lodging including for her spouse and attendant(s) during business trips and provision of car(s) for use on Company’s business and communication expenses shall be reimbursed at actuals and not considered as perquisites.

(c) General:

• (i) Subject to the superintendence, control, and direction of the Board of Directors of the Company, the Whole-time Director shall be entrusted with substantial powers of management along with such other duties and responsibilities as may be entrusted to her by the Board of Directors from time to time.

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• (ii) The Whole-time Director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.

• (iii) The Whole-time Director shall adhere to the Company’s Code of Conduct.

Mrs. Shachi Jain satisfies all the conditions set out in Part-I of Schedule V to the Act and also the conditions set out under Section 196(3) of the Act for her appointment. The Company has received the consent letter from Mrs. Shachi Jain to act as the Whole Time Director of the Company in the prescribed Form DIR-2 under Section 152 of the Act read with Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with an intimation in Form DIR-8 pursuant to Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 that she is not disqualified under the provisions of sub-section (2) of Section 164 of the Companies Act, 2013. Further, it is also affirmed that Mrs. Shachi Jain is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

The above may be treated as a written memorandum setting out the terms of appointment of Mrs. Shachi Jain under Section 190 of the Act.

Approval of members is sought for the appointment of Mrs. Shachi Jain as Whole Time Director of the Company and her continuation as a director liable to retire by rotation in terms of the applicable provisions of the Act and the SEBI Listing Regulations by ordinary resolution set out at Item No. 5 & 6 of the Notice.

The requisite details and information pursuant to the provisions of (i) the Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided below.

Mrs. Shachi Jain is interested in the resolution set out at Item No. 5 & 6 of the Notice. Mr. Manish Jain, being related are deemed to be interested in the said resolution. The other relatives of Mrs. Shachi Jain may be deemed to be interested in the resolution, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

Mrs. Shachi Jain (DIN: 09583066)

Age	49 years
Qualification	Post graduate diploma in business management from Symbiosis
Experience / brief resume / expertise	Mrs. Shachi Jain is presently serving as the Chief Human Resource Officer (CHRO) of the Company. In this capacity, she has played a pivotal role in ensuring the smooth functioning of the organization and fostering a positive and collaborative work environment. Her leadership has been instrumental in driving employee engagement, strengthening organizational culture, and supporting the Company’s long-term growth strategy. She has exhibited exemplary qualities in aligning people practices with business objectives and has significantly contributed to the overall success of the Company. During her tenure, Mrs. Jain has developed a deep understanding of the Company’s operations and established a strong rapport with senior management personnel across all levels. Her elevation to the role of Whole Time Director reflects the confidence of the Board in her capabilities and commitment to the Company’s vision and values.

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Terms & Conditions for appointment	As per the resolution at item no. 5 & 6 of the Notice read with explanatory statement thereto, Mrs. Shachi Jain is proposed to be appointed as Whole- Time Director of the Company
Remuneration last drawn (FY 2024-25)	₹ 54.59 Lakhs
Remuneration proposed to be paid	₹ 54.59 Lakhs per annum, payable each year throughout her tenure period
Date of first appointment on the Board	N.A.
Shareholding in the Company	1,26,24,000 shares
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Spouse of Mr. Manish Jain
The number of Meetings of the Board attended during the year	N.A.
Other Directorships	N.A.
Membership / Chairmanship of Committees	N.A.
Other listed entities in which directorship held	N.A.
Listed entities in which directorship resigned in the past three years	N.A.

By the order of the Board Enviro Infra Engineers Limited

Sd/-

(Piyush Jain) Date: 29.08.2025 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

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