Directors Report of HG Infra Engineering Ltd.

Mar 31, 2025

Your directors (the “Board of Directors/ “Board”) are pleased to present the 23^rd Annual Report of H.G. Infra Engineering
Limited (the “Company”/ “HG INFRA”) together with the Audited Financial Statements (standalone and consolidated)
for the financial year ended March 31, 2025 (the “Financial Year”).

FINANCIAL RESULTS

The Company’s financial performance (standalone and consolidated) for the year ended March 31, 2025, is
summarized below:

RESULTS OF OPERATIONS AND STATE OF
COMPANY’S AFFAIRS

Highlights of the Company’s financial performance for
the year ended March 31, 2025, are as under:

Standalone

At the standalone level, the revenue from operations
increased to H 60,518.81 Million as against H 51,217.44
Million in the previous year, recording an increase of
18.16%. The net profit before tax amounted to H 7,634.00
Million as against H 7,191.88 Million in the previous year
recording an increase of 6.15%. The net profit after tax
amounted to H 5,771.16 Million against H 5,454.88 Million
reported in the previous year, recording an increase of 5.80%
and total comprehensive income for the period amounted
to H 5,760.60 Million as against H 5,482.04 Million in the
previous year, recording an increase of 5.08%.

Consolidated

At the consolidated level, the revenue from operations
decreased to H 50,561.82 Million as against H 53,784.79
Million in the previous year, recording a decrease of
5.99%. The net profit before tax amounted to H 6,807.74

Million as against H 7,399.17 Million in the previous
year recording a decrease of 7.99%. The net profit after
tax amounted to H 5,054.01 Million against H 5,385.86
Million reported in the previous year, recording a
decrease of 6.16% and total comprehensive income for
the period amounted to H 5,043.45 Million as against
H 5,413.02 Million in the previous year, recording a
decrease of 6.83%.

BUSINESS OPERATIONS/ PERFORMANCE
OF THE COMPANY AND ITS SUBSIDIARIES

During the period under review, the Company has
received the following orders:

• Improvement and up-gradation in two lane with
paved shoulders configuration of newly declared
NH-227B Bahuvan Madar Majha to Jagarnathpur
(Design Km 160.200 to Km 224.040) “84 Kosi
Parikrama Marg” in the State of Uttar Pradesh
on Hybrid Annuity Mode Package VI valued at
H 7,631.00 Million.

• Up-gradation of existing 6 Lane road including
elevated corridor as per site requirements from km

		Standalone		Consolidated
Particulars	For the year ended March 31,		YoY growth	For the year ended March 31,		YoY growth
	2025	2024	(%)	2025	2024	(%)
Total Income	60,670.97	51,343.43	18.17	50,698.89	53,964.67	(6.05)
Revenue from operations	60,518.81	51,217.44	18.16	50,561.82	53,784.79	(5.99)
Other income	152.16	125.99	20.77	137.07	179.88	(23.80)
Total expenses	53,610.68	45,218.95	18.56	44,070.88	46,747.12	(5.72)
Profit / (loss) before tax	7,634.00	7,191.88	6.15	6,807.74	7399.17	(7.99)
Tax Expense	1,862.84	1,737.00	7.24	1,753.73	2,013.31	(12.89)
Profit After Tax	5,771.16	5,454.88	5.80	5,054.01	5,385.86	(6.16)
Other comprehensive income /(loss) (Net of tax)	(10.56)	27.16	(138.88)	(10.56)	27.16	(138.88)
Total Comprehensive Income for the period	5,760.60	5,482.04	5.08	5,043.45	5,413.02	(6.83)
Earning per equity share (EPS):
Basic and Diluted	88.55	83.70	5.79	77.55	82.64	(6.16)

0/00 to km 10/170 of NH 47 (Narol Junction to
Sarkhej Junction) in the State of Gujarat on Hybrid
Annuity Mode valued at H 7,811.00 Million.

• Procurement under tariff-based global order(s)/
contract(s) awarded in brief competitive bidding
(Ess-tranche no. 01) Request for Selection (RFS)
document for setting up of 500 mw/1000mwh
standalone battery energy storage systems in
India with viability gap funding support valued at
H 4,625.70 Million.

• Setting up of Projects of 500 MW/1000 MWh
Standalone Battery Energy Storage Systems in
Gujarat under Tariff-Based Global Competitive
Bidding (Phase-IV) with Viability Gap Funding
Support valued at H 5,112.20 Million.

• Redevelopment of New Delhi Railway Station
and construction of associated Infrastructure on
Engineering, Procurement and Construction (EPC)
Mode valued at H 21, 957.00 Million.

Significant orders from NHAI, MORTH and others
(H 1,03,920 Million) and railway, metro, and renewable
energy sectors (H 48,893 Million), contributed to a total
order inflow of H 87,431 Million (excluding GST/taxes)
for the financial year.

The Company’s order book reached H 1,52,812 Million
by March 31, 2025, with 96.7% attributed to government
projects and 3.3% to private clients. In addition to this

strong base, the Company strategically expanded its
operations into the renewable energy sector throughout
the financial year, marking a significant diversification.

Projects Completed during the financial year:

The Company achieved significant project milestones
during the financial year, receiving completion
certificates for:

1. Upgradation to two lane with paved shoulder from
Kundal to Jhadol (section of NH-58E) from design
ch. 0 000 to 43.900 (working length-58.03 km) on
EPC mode (Package-I) in the State of Rajasthan.

2. Rehabilitation and Up-gradation of Nandurbar (Near
Kolde) - Prakasha - Shahada - Khetia (SH-4 & SH-
5) State Highway from existing km 50 260 of SH-5,
(Kolde) to Km 90 220 (Khetia) [Design km 50 200
to km 98 800) to Two lane with paved shoulders/4
lane in the state of Maharashtra on Engineering,
Procurement and Construction (EPC) basis Contract.

LOOKING AHEAD: OUR STRATEGIC
OUTLOOK

The Company''s current order book, valued at H1,52,812
Million, provides a clear path to sustainable and
profitable growth. We will continue to build on this strong
foundation by pursuing strategic opportunities in the
infrastructure sector. Operational efficiency and margin
improvement will be achieved through the integration of
latest technologies and refined processes.

INFORMATION ABOUT HOLDING / SUBSIDIARIES / JOINTLY CONTROLLED
OPERATIONS / ASSOCIATE COMPANY

The Company''s portfolio of subsidiaries and associates saw several changes during the financial year. As on March 31,
2025, the Company has 45 Wholly Owned Subsidiaries (WoS), 02 Associates, and 53 step-down Subsidiaries. Details
of the Subsidiaries, Associates and Jointly Controlled Operations are mentioned in Annexure-I in Form AOC-1.

The details of the entities which became WoS and subsidiaries of the Company during the financial year are
mentioned below:

		Date of	Date of cessation as WoS/ Subsidiary	Status
S. No.	Name of Subsidiary	becoming WoS/ Subsidiary		as on March 31, 2025
1.	H.G. Bikaner Solar Project Private Limited	27-05-2024	NA	WoS
2.	H.G. Nokha Solar Project Private Limited	27-05-2024	24-12-2024	Subsidiary
3.	H.G. Sri Dungargarh Solar Project Private Limited	27-05-2024	24-12-2024	Subsidiary
4.	H.G. Mathania Solar Project Private Limited	28-05-2024	24-12-2024	Subsidiary
5.	H.G. Bilara Solar Project Private Limited	28-05-2024	27-12-2024	Subsidiary
6.	H.G. Bhopalgarh Solar Project Private Limited	27-05-2024	27-12-2024	Subsidiary
7.	H.G. Mangeriya Solar Project Private Limited	01-06-2024	27-12-2024	Subsidiary
8.	H.G. Barni Solar Project Private Limited	20-06-2024	13-12-2024	Subsidiary
9.	H.G. Rajlani Solar Project Private Limited	20-06-2024	24-12-2024	Subsidiary
10.	H.G. Hingoli Solar Project Private Limited	21-06-2024	NA	*WoS
11.	H.G. Khariya Solar Project Private Limited	21-06-2024	NA	**WoS

		Date of	Date of cessation as WoS/ Subsidiary	Status
S. No.	Name of Subsidiary	becoming WoS/ Subsidiary		as on March 31, 2025
12.	H.G. Pichiyak Solar Project Private Limited	21-06-2024	28-01-2025	Subsidiary
13.	H.G. Matora Solar Project Private Limited	21-06-2024	13-12-2024	Subsidiary
14.	H.G. Chandelao Solar Project Private Limited	21-06-2024	13-12-2024	Subsidiary
15.	H.G. Gopasariya Solar Project Private Limited	21-06-2024	13-12-2024	Subsidiary
16.	H.G. Planchala Solar Project Private Limited	21-06-2024	13-12-2024	Subsidiary
17.	H.G. Reeniya Solar Project Private Limited	21-06-2024	13-12-2024	Subsidiary
18.	H.G. Belarwa Solar Project Private Limited	21-06-2024	27-12-2024	Subsidiary
19.	H.G. Badu Solar Project Private Limited	21-06-2024	13-12-2024	Subsidiary
20.	H.G. Bhada Solar Project Private Limited	23-06-2024	13-12-2024	Subsidiary
21.	H.G. Jakhan Solar Project Private Limited	23-06-2024	28-01-2025	Subsidiary
22.	H.G. Kadwa Solar Project Private Limited	21-06-2024	13-12-2024	Subsidiary
23.	H.G. Kapuriya Solar Project Private Limited	23-06-2024	13-12-2024	Subsidiary
24.	H.G. Muknasar Solar Project Private Limited	24-06-2024	NA	WoS
25.	H.G. Patiya Solar Project Private Limited	26-06-2024	13-12-2024	Subsidiary
26.	H.G. Bapini Solar Project Private Limited	26-06-2024	NA	*WoS
27.	H.G. Amala Solar Project Private Limited	24-06-2024	28-01-2025	Subsidiary
28.	H.G. Bhojakor Solar Project Private Limited	24-06-2024	13-12-2024	Subsidiary
29.	H.G. Chanpura Solar Project Private Limited	27-06-2024	13-12-2024	Subsidiary
30.	H.G. Kushlawa Solar Project Private Limited	28-06-2024	13-12-2024	Subsidiary
31.	H.G. Moolraj Solar Project Private Limited	28-06-2024	28-01-2025	Subsidiary
32.	H.G. Moriya Solar Project Private Limited	26-06-2024	28-01-2025	Subsidiary
33.	H.G. Ramsagar Solar Project Private Limited	26-06-2024	NA	*WoS
34.	H.G. Nayabera Solar Project Private Limited	26-06-2024	13-12-2024	Subsidiary
35.	H.G. Paleena Solar Project Private Limited	28-06-2024	NA	WoS
36.	H.G. Peelwa Solar Project Private Limited	23-06-2024	13-12-2024	Subsidiary
37.	H.G. Jetpur Solar Project Private Limited	23-06-2024	13-12-2024	Subsidiary
38.	H.G. Suin Solar Project Private Limited	26-06-2024	13-12-2024	Subsidiary
39.	H.G. Kisnasar Solar Project Private Limited	26-06-2024	28-01-2025	Subsidiary
40.	H.G. Surnana Solar Project Private Limited	23-06-2024	13-12-2024	Subsidiary
41.	H.G. Hemera Solar Project Private Limited	26-06-2024	27-12-2024	Subsidiary
42.	H.G. Bachasar Solar Project Private Limited	25-06-2024	NA	*WoS
43.	H.G. Berasar Solar Project Private Limited	25-06-2024	NA	WoS
44.	H.G. Dhingsari Solar Project Private Limited	26-06-2024	NA	**WoS
45.	H.G. Hiyadesar Solar Project Private Limited	25-06-2024	13-12-2024	Subsidiary
46.	H.G. Kishnasar Solar Project Private Limited	25-06-2024	28-01-2025	Subsidiary
47.	H.G. Manyana Solar Project Private Limited	25-06-2024	28-01-2025	Subsidiary
48.	H.G. Mukam Solar Project Private Limited	24-06-2024	13-12-2024	Subsidiary
49.	H.G. Raisar Solar Project Private Limited	24-06-2024	13-12-2024	Subsidiary
50.	H.G. Sindhu Solar Project Private Limited	24-06-2024	13-12-2024	Subsidiary
51.	H.G. Solar Park Private Limited	23-04-2024	NA	WoS
52.	H.G. Solar Park Developer Private Limited	26-04-2024	NA	WoS
53.	H.G. Jodhpur Solar Energy Private Limited	24-04-2024	NA	WoS
54.	H.G. Solar Project Developer Private Limited	24-04-2024	NA	WoS
55.	H.G. Green Hydrogen Power Private Limited	24-04-2024	NA	WoS
56.	H.G. Renewable Energies Private Limited	31-05-2024	NA	WoS
57.	H.G. Bhilwara Solar Project Private Limited	28-05-2024	NA	WoS
58.	H.G. Bhiwadi Solar Project Private Limited	28-05-2024	NA	WoS
59.	H.G. Tijara Solar Project Private Limited	29-05-2024	NA	WoS
60.	H.G. Behror Solar Project Private Limited	28-05-2024	NA	WoS
61.	H.G. Ghiloth Solar Proiect Private Limited	29-05-2024	NA	WoS
62.	H.G. Tapukara Solar Project Private Limited	29-05-2024	NA	WoS
63.	H.G. Kota Solar Project Private Limited	29-05-2024	NA	WoS
64.	H.G. Jaipur Solar Project Private Limited	04-06-2024	NA	WoS
65.	H.G. Sanchore Solar Project Private Limited	03-06-2024	NA	WoS

		Date of	Date of cessation as WoS/ Subsidiary	Status
S. No.	Name of Subsidiary	becoming WoS/ Subsidiary		as on March 31, 2025
66.	H.G. Jalore Solar Project Private Limited	03-06-2024	NA	WoS
67.	H.G. Ajmer Solar Project Private Limited	03-06-2024	NA	WoS
68.	H.G. Nagaur Solar Project Private Limited	03-06-2024	NA	WoS
69.	H.G. Bharatpur Solar Project Private Limited	04-07-2024	NA	WoS
70.	H.G. Dudu Solar Project Private Limited	04-07-2024	NA	WoS
71.	H.G. Chennai-Tirupati (II) Highway Private Limited	08-04-2024	NA	WoS
72.	H.G. Narol Sarkhej Highway Private Limited	15-10-2024	NA	WoS
73.	H.G. Banaskantha Bess Private Limited	03-12-2024	NA	WoS
74.	H.G. Bahuvan Jagarnathpur Highway Private Limited	23-01-2025	NA	WoS
75.	H.G. Gujarat Bess Private Limited	05-02-2025	NA	WoS
76.	UVSE Project Three Private Limited	13-09-2024	NA	Subsidiary
77.	UVSE Project Four Private Limited	13-09-2024	NA	Subsidiary
78.	UVSE Project Five Private Limited	13-09-2024	NA	Subsidiary
79.	UVSE Project Six Private Limited	13-09-2024	NA	Subsidiary
80.	UVSE Project Seven Private Limited	13-09-2024	NA	Subsidiary
81.	UVSE Project Eight Private Limited	13-09-2024	NA	Subsidiary
82.	UVSE Project Nine Private Limited	13-09-2024	NA	Subsidiary
83.	UVSE Project Ten Private Limited	13-09-2024	NA	Subsidiary
84.	UVSE Project Thirteen Private Limited	13-09-2024	NA	Subsidiary
85.	UVSE Project Fourteen Private Limited	13-09-2024	NA	Subsidiary
86.	UVSE Project Fifteen Private Limited	13-09-2024	NA	Subsidiary

*These Companies have ceased to be the WoS of the Company w.e.f. April 03, 2025.
** These Companies have ceased to be the WoS of the Company w.e.f. May 05, 2025.

The Company had entered into a Share Purchase
Agreement on May 03, 2023, with Highway Infrastructure
Trust (“Buyer”), Highway Concessions One Private
Limited, H.G. Ateli Narnaul Highway Private Limited,
H.G. Rewari Ateli Highway Private Limited, Gurgaon
Sohna Highway Private Limited and Rewari Bypass
Private Limited (Formerly known as H.G. Rewari Bypass
Private Limited), pursuant to which it sold its 100% (one
hundred per cent) shareholding in Rewari Bypass Private
Limited to the Buyer during the period under review. As
a result, Rewari Bypass Private Limited which was the
WoS of the Company has ceased to be the WoS w.e.f.
February 20, 2025.

Further, HGIEPL-MGCPL JV, Jointly Controlled
Operation of the Company has been dissolved on
January 09, 2025.

The Company does not have any holding Company as on
March 31, 2025.

Performance of subsidiaries, associates, and
joint ventures

As mandated by Section 129(3) ofthe Companies Act, 2013
(“the Act”), the salient financial details of the subsidiaries,
associates, and jointly controlled operations of the
Company are annexed as Annexure-I in Form AOC-1.

Comprehensive audited financial statements and related
reports for each subsidiary are accessible on our website,
https://hginfra.com/financial-results.php.

The Company provides ongoing financial support to
its subsidiaries through various mechanisms, including
equity and loan investments.

During the financial year, the Company did not have any
material subsidiary.

The policy for determining material subsidiary is available
on the website at https://hginfra.com/pdf/policy for
determining material subsidiary 25.pdf.

CHANGE IN NATURE OF BUSINESS

During the period under review, there has been no change
in the core nature of business of the Company.

However, the shareholders, at the Annual General
Meeting held on August 21, 2024, approved the Alteration
of Object Clause of the Memorandum of Association of
the Company. The alteration involved the insertion of
Clauses III (a) 3, 4, 5 and 6 after the existing Clause III
(a) 2, thereby enabling the Company to include solar
related activities within its scope of business operations.

CAPITAL, SHARES AND DEBENTURES

The following outlines the Company''s current
capital structure:

Authorized Capital:

The Company’s authorized capital remained unchanged
during the financial year. As of March 31, 2025, it stands
at H 80,00,00,000 (Rupees Eighty Crore only) consisting
of 8,00,00,000 (Eight Crore) equity shares of a face
value of H10 each.

Issued, Subscribed & Paid-up Capital:

The Company’s issued, subscribed, and paid-up capital
remained unchanged during the financial year. As of
March 31, 2025, it stands at H 65,17,11,110 (Rupees
Sixty-Five Crores Seventeen Lakhs Eleven Thousand One
Hundred Ten Only), comprising 6,51,71,111 (Six Crores

Fifty-One Lakhs Seventy-One Thousand One Hundred
Eleven) equity shares with a face value of H10 each.

During the period under review, the Company has not
issued any preference shares.

Non-Convertible Debentures (NCDs):

The Company''s 970 privately placed, rated, listed, senior,
secured, redeemable, non-convertible debentures (NCDs)
(ISIN: INE926X07017), each with a face value of H 1.00
Million and totalling H 970.00 Million, were fully redeemed
on December 21, 2024. These NCDs, issued on December
21, 2021, were listed on the BSE Wholesale Debt Market.

The Company consistently met its interest payment
obligations on the NCDs, ensuring all payments were
made on time and no amounts remained unclaimed.

As on March 31, 2025, there are no outstanding NCDs.

DIVIDEND

The Board recommended dividend as under:

	Financial	Year 2025	Financial Year 2024
Particulars	Dividend per share (in J)	Dividend payout (Amount in J Million)	Dividend per share (in J)	Dividend payout (Amount in J Million)
Final Dividend	2.0	130.34	1.50	97.76
Payout ratio	2.26%		2.00%

The dividend has been recommended by the Board, at its
meeting held on 21^st May, 2025. The payment is subject
to the approval of the shareholders at the ensuing Annual
General Meeting (“AGM”) of the Company.

During the financial year, the Board of Directors did not
declare any interim dividends.

Following the Company’s Dividend Distribution
Policy and adhering to Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the Board has
recommended the stated dividend. The policy is available
for review on the Company’s website at https://hginfra.
com/pdf/Dividend-Distribution-Policy.pdf .

Note:

The Company''s dividend payments, in Indian rupees and
subject to withholding tax, are governed by its Dividend
Distribution Policy, which adheres to Regulation
43A of the Listing Regulations. Foreign remittances
are also subject to Indian foreign exchange laws and
withholding tax.

A five-year history of dividends is detailed in the Corporate
Governance Report included within this document.

UNCLAIMED DIVIDEND AND TRANSFER TO
INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

In compliance with Sections 124 and 125 of the Act read
with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016,
any money transferred to the Unpaid Dividend Account
of a Company in pursuance of these sections, which
remains unpaid or unclaimed for a period of seven years
from the date of such transfer shall be transferred by the
Company along with interest accrued, if any, thereon to
the Fund established under sub-section (1) of section 125
of the Act i.e. Investor Education and Protection Fund.

During the financial year, the Company was not liable
to transfer any unclaimed dividends and corresponding
shares thereto to IEPF. The details of the unclaimed
dividend amount lying with the Unpaid Dividend
Account can be accessed on the Company’s website at

https://hginfra.com/shareholder-information.php and also
submitted to the Ministry of Corporate Affairs (“MCA”)
and with IEPF Authority. The same can also be accessed
through the website of IEPF at www.iepf.gov.in

TRANSFER TO RESERVES

During the financial year, no amount was transferred
to any of the reserves by the Company. The total Other
Equity (including securities premium and retained
earnings) as on March 31, 2025, is R 28,844.94 Million
(on a Consolidated Basis) as against the Paid-up Capital
of H 651.71 Million.

PARTICULARS OF LOANS GIVEN,

INVESTMENTS MADE, GUARANTEES

GIVEN AND SECURITIES PROVIDED

The Company is engaged in the business of providing
infrastructural facilities as stipulated under Schedule VI
of the Companies Act, 2013. Therefore, the provisions of
Section 186 of the Act save and except sub-section (1) of
Section 186 are not applicable to the Company.

Details of loans, guarantees, and investments as of March
31, 2025, are disclosed in Note No. 44 of the Standalone
Financial Statements.

DEPOSITS

Adhering to Sections 73 and 74 of the the Act and the
Companies (Acceptance of Deposits) Rules, 2014, the
Company did not receive public deposits during the
financial year. As a result, there were no outstanding
public deposit liabilities as of the Balance Sheet date.

Further, during the period Company has accepted loan/
borrowing from its directors and they have provided
declarations to the effect that the amounts provided have
been given from their owned funds and does not fall
under the definition of deposits.

The details of the loan/borrowing accepted are mentioned
in Note No. 24 of the Financial Statements.

PARTICULARS OF CONTRACTS AND
ARRANGEMENTS MADE WITH RELATED
PARTIES

The Company has formulated a policy on related party
transactions which is also available on the website of the
Company at https://hginfra.com/pdf/policy on related
party transactions 25.pdf All related party transactions
are placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for related
party transactions on a quarterly basis which are of

repetitive nature and/ or entered in the ordinary course of
business and are at an arm’s length basis.

All related party transactions entered during the financial
year were in the ordinary course of the business and at an
arm’s length basis and the Company has not entered into
any material related party transaction as stipulated under
Regulation 23 of the Listing Regulations. Accordingly,
the disclosure of related party transactions as required
under Section 134(3)(h) of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 is
not applicable to the Company for FY 2024-25.

The attention of Members is drawn to the disclosures
of transactions with related parties set out in Notes to
Accounts (Note No. 44) forming part of the standalone
financial statements. Transactions with a person or entity
belonging to the promoter/ promoter group which holds
10% or more shareholding in the Company as required
under Schedule V, Part A (2A) of Listing Regulations
are given as Note No. 44 (on Related Party Transaction)
forming part of the standalone financial statements.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

This report includes the Management Discussion and
Analysis (MD & A) Report, which is presented in
separate sections, as mandated by Regulation 34 of the
Listing Regulations.

BOARD POLICIES

In compliance with the Act and Listing Regulations, the
Company has made all Board-approved policies available
on its website at https://hginfra.com/code-policies.php .

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL
YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments
affecting the financial position of the Company between
March 31, 2025 and the date of this Report other than
those disclosed in this Report.

HUMAN RESOURCES DEVELOPMENT

Driven by a history of strong growth through successful
infrastructure project execution and a commitment to
excellence, the Company now looks toward expanding
its sustainable business landscape. The HR Department
is playing a pivotal role in this growth, driving targeted
initiatives to achieve organizational goals and foster a
positive, future-ready work environment.

• Strategic Talent Acquisition:

The timely acquisition of skilled talent is critical
to the successful execution of civil infrastructure
projects. The Company’s strategic hiring initiatives
focus on building a robust, agile frontline team
aligned to project needs, while equal emphasis is
placed on strengthening leadership talent to drive the
Company’s long-term growth and strategic priorities.

• Workplace Culture and Employee
Experience:

An inclusive, transparent, and collaborative
workplace culture is key to the Company’s success.
Employee experience initiatives, supported by
progressive and employee-friendly policies that
promote flexibility, well-being, and work-life
balance, empower team members to thrive and
perform at their best.

• Managerial & Leadership Development:

Developing managerial and leadership capabilities
remains a strategic priority. Targeted programs
are designed to equip leaders with essential skills
to navigate complexity, inspire teams, and drive
sustainable growth.

• Frontline Capability Building:

Developing the capabilities of the frontline workforce
is a key focus area. The Company continues to invest
in structured skill development programs, along with
curating targeted courses and certifications to help
employees upskill and stay aligned with evolving
project and industry requirements. These efforts not
only enhance operational excellence but also support
individual growth and career progression.

• Digitization of HR Processes:

Key HR processes are being digitized to enhance
efficiency, transparency, and accessibility. This
strengthens the employee experience and supports a
more agile and digitally enabled workforce.

PREVENTION AND REDRESSAL OF SEXUAL
HARASSMENT POLICY, AND DISCLOSURE
UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

• Internal Complaints Committee (ICC):

To ensure a safe and respectful workplace, the
Company has established an Internal Complaints

Committee (ICC) for the prompt handling of sexual
harassment complaints. The ICC, led by a senior
female employee and supported by an external
expert, reinforces the Company’s commitment to
employee security. The Board is regularly briefed on
ICC activities and policy adherence, fostering trust
and transparency.

• Policy on Prevention of Sexual Harassment
at Workplace (POSH) and Awareness:

The Company maintains a policy of zero tolerance
with respect to sexual harassment, with the objective
of providing a secure and respectful working
environment for all personnel. This policy is
inclusive, irrespective of gender or sexual orientation
and is available on the Company’s website at https://
hginfra.com/pdf/policy-on-prevention-of-sexual-
harrasement-at-workplace.pdf.

To enhance awareness and sensitivity, comprehensive
training and awareness programs are conducted
throughout the year.

In accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH Act”),
the following information pertains to complaints
received, resolved, and pending during the
financial year:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	NIL
Number of complaints received during the financial year	NIL
Number of complaints disposed off during the financial year	NIL
Number of complaints remaining unresolved at the end of the financial year	NIL

CORPORATE GOVERNANCE

The Company has, since its inception, maintained
a steadfast commitment to the highest standards of
Corporate Governance. A comprehensive report on
Corporate Governance, accompanied by a certificate
from the Practicing Company Secretary attesting to
compliance with the conditions stipulated under the
Listing Regulations, forms a part of this report.

Furthermore, a certificate from the Managing Director/
Chief Financial Officer, in accordance with the Listing
Regulations, confirming the accuracy of the financial
statements and cash flow statements, the adequacy of
internal control measures, and the reporting of pertinent

matters to the Audit Committee, is forming part of this
report as Annexure-II.

PARTICULARS OF EMPLOYEE
REMUNERATION

Disclosures with respect to the remuneration of directors
and employees as required under Section 197(12) of the
Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(“Remuneration Rules”) are appended as Annexure-III
to this Report.

As per the second proviso to Section 136(1) of the Act, the
Directors’ Report and Financial Statements are being sent
to the Members of the Company excluding the statement
of particulars of employees under Rule 5(2) and (3) of
the Remuneration Rules. If any Member is interested
in obtaining a copy thereof, the Member may send an
email to the Company Secretary at [email protected],
whereupon a copy would be sent to such Member.

MEETINGS OF THE BOARD

During the financial year under review, 05 (Five) Board
meetings were convened and duly conducted, with the
intervals between said meetings being in strict adherence
to the provisions of the Act, relevant rules promulgated
thereunder, Secretarial Standards issued by the Institute
of Company Secretaries of India, and the provisions of
the Listing Regulations.

Comprehensive details pertaining to the Board meetings
held during the financial year and the Directors’
attendance are provided in the Report of Corporate
Governance, which forms an integral part of this report
as Annexure-II.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Company’s Board, consisting of highly qualified
individuals, maintains a balanced structure of Executive
and Non-Executive Directors, Women Independent
Directors with a majority of Independent Directors,
in compliance with all regulations. This composition
ensures effective leadership and oversight. The Board
currently has 08 Directors (03 Executive Directors and 05
Independent) and engages in regular succession planning
to maintain alignment with the Company’s future needs.

• Re-appointment of the Directors

Pursuant to the Act and the Company’s Articles of
Association, Mr. Harendra Singh, Managing Director
of the Company (DIN: 00402458), is due to retire by

rotation at the forthcoming Annual General Meeting
and is eligible for reappointment. The disclosures
required under Regulation 36 of the Listing
Regulations and Secretarial Standards-2 (“SS-2”)
on General Meetings are provided in the Notice of
AGM, which is included in this Annual Report.

• Appointment/Resignation of the Directors

During the financial year, the Board, based on
the recommendation of the Nomination and
Remuneration Committee (“NRC”), has appointed
Dr. Sunil Kumar Chaudhary (DIN: 00515672), as
an Additional Independent Director of the Company
w.e.f. February 05, 2025, subject to the approval of
the members of the Company.

Subsequently, by means of Postal Ballot vide Notice
of Postal Ballot dated February 24, 2025 which
concluded on March 26, 2025, the shareholders of the
Company, in accordance with the recommendations
of the Board and the Nomination and Remuneration
Committee, approved the appointment of Dr.
Sunil Kumar Chaudhary (DIN: 00515672) as an
Independent Director of the Company for a first term
of 3 (Three) consecutive years, w.e.f. February 05,
2025 to February 04, 2028.

Mr. Dinesh Kumar Goyal resigned from his position
as Whole-time Director of the Company w.e.f. the
closure of business hours on May 21, 2025. The
Board acknowledged and expressed its gratitude
for his significant contributions during his time
with the Company.

Additionally, on the recommendation of Nomination
and Remuneration Committee meeting held on
April 11, 2025, the Board in its meeting held on
May 21, 2025 has appointed Mr. Devendra Bhushan
Gupta (DIN: 00225916), as Additional Executive
Director on the Board of the Company with
effect from June 01, 2025 till the ensuing Annual
General Meeting. Mr. Gupta is also appointed as
member of the Corporate Social Responsibility
Committee, Finance Committee and Management
Committee of the Board.

Mr. Gupta is a former IAS Officer with 37 years
of diverse experience across industry sectors. After
superannuation, he has also served as Advisor to the
Chief Minister and later as the Chief Information
Commissioner of Rajasthan for three years. He
holds a bachelor’s degree (Honours in Economics)
and has also done MBA and MA in Economics.
His career culminated in significant leadership
positions as Additional Chief Secretary, Finance,

and finally as the Chief Secretary of Rajasthan from
2018 to July 2020.

The relevant resolution for the approval of the
shareholders for the appointment of Mr. Devendra
Bhushan Gupta (DIN: 00225916), as the Wholetime
Director on the Board of the Company is mentioned
in the Notice of ensuing AGM.

Independent Directors

In compliance with the provisions of Section 149 of
the Act and the Listing Regulations, Mr. Ashok Kumar
Thakur, Mr. Manjit Singh, Ms. Monica Widhani, Dr.
Sunil Kumar Chaudhary, and Ms. Sharada Sunder
serve as the Independent Directors of the Company as
of the date of this report.

Each Independent Director has furnished declarations
pursuant to Section 149(7) of the Act, affirming
their adherence to the criteria of independence
as stipulated under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations.

Further, in accordance with Regulation 25(8) of
the Listing Regulations, the Independent Directors
have confirmed the absence of any circumstances
or situations that could potentially impair their
ability to discharge their duties with objective
independent judgment.

The Independent Directors have undertaken the
requisite steps to ensure the inclusion of their names
in the data bank maintained by the Indian Institute
of Corporate Affairs, as prescribed by Section 150
read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

The Board confirms their expertise, high integrity,
experience (including proficiency) and independence
from management.

Further, Ms. Pooja Hemant Goyal (DIN: 07813296)
has completed her second term as an Independent
Director of the Company on May 14, 2025.
Accordingly, Ms. Goyal ceased to be a Director of
the Company with effect from May 15, 2025. The
Board placed on record its gratitude for the valuable
contribution made by her during her tenure as the
Independent Director of the Company.

• Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203
of the Act, read in conjunction with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (as amended), the Key

Managerial Personnel (“KMPs”) of the Company
during the financial year were as follows:

• Mr. Harendra Singh, Managing Director

• Mr. Vijendra Singh, Whole-time Director

• Mr. Dinesh Kumar Goyal, Whole-time Director

• Mr. Rajeev Mishra, Chief Financial Officer &
Chief Risk Officer

• Ms. Ankita Mehra, Company Secretary &
Compliance Officer

Committees of the Board

As of March 31, 2025, the Board had established
and maintained five statutory committees, namely:
Audit Committee, Corporate Social Responsibility
Committee, Nomination and Remuneration
Committee, Risk Management Committee, and
Stakeholders Relationship Committee.

During the financial year, all recommendations
made by the aforementioned committees were duly
approved by the Board. Comprehensive details
regarding the composition of the Board and its
constituent committees are provided in the Corporate
Governance Report, which forms an integral part of
this report as Annexure-II.

Certificate from Practicing Company Secretaries

The Company hereby confirms that none of its
directors have been debarred or disqualified from
appointment or continuation as directors by the
Securities and Exchange Board of India (SEBI), the
Ministry of Corporate Affairs (MCA), or any other
statutory authority. A certificate to this effect has
been obtained from M/s Deepak Arora & Associates
(Firm Registration No. P2001RJ080000), Practicing
Company Secretaries, and is included as part
of this report.

The Board is comprised of highly experienced
individuals of esteemed repute, exhibiting a diverse
and balanced mix of Executive and Non-Executive
Directors, with a majority of Independent Directors.

Familiarization Programs for Independent
Directors

The Company conducts familiarization programs for
Independent Directors to enable them to understand
their roles, rights and responsibilities. The
Independent Directors when they are appointed, are
given detailed orientation regarding the Company,
industry, strategy, policies and Code of Conduct,
regulatory matters, business, financial matters,
human resource matters and corporate social

responsibility initiatives of the Company. Presentations are also made at the Board and committee meetings which
facilitate them to clearly understand the business of the Company and the environment in which the Company
operates. Operational updates are provided for them to have a good understanding of Company’s operations,
businesses and the industry as a whole. They are periodically updated on material changes in regulatory framework
and its impact on the Company.

The Company’s Policy of conducting familiarisation program has been disclosed at the website of the Company
at https://hginfra.com/pdf/details_of_familarisation_programme_imparted.pdf.

Criteria for determining qualifications, positive attributes and independence of a director

In terms of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Nomination and
Remuneration Committee (“NRC”) has formulated criteria for assessing the qualifications, positive attributes, and
independence of Directors. The essential components of these criteria are outlined below:

Qualifications

Positive Attributes Independence

The Board nomination process is structured to foster diversity of thought, experience, knowledge, age, and gender, while also ensuring the Board possesses an appropriate blend of functional and industry expertise.

In addition to their statutory duties Independence for a Director is under the Act, directors are expected determined by adherence to the to uphold high ethical standards, criteria established in Section demonstrate strong communication 149(6) of the Act, the relevant skills, and exercise independent Rules, and Regulation 16(1)(b) of judgment. They are also required the Listing Regulations. to adhere to the applicable Code of

ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE OF
ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and the Listing
Regulations, the Board conducted an annual evaluation of
its own performance, the performance of its constituent
committees, and the performance of individual directors,
including Independent Directors. The evaluation process
involved the solicitation of input from all directors through
structured questionnaires, developed in accordance with
the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India, the requirements
of section 178 read with clause VII of schedule IV of the
Act, and the Guidance Note on Board Evaluation issued
by the Institute of Company Secretaries of India (“ICSI”).

A separate meeting of Independent Directors was
convened to evaluate the performance of non-independent
directors, the Board as a whole, and the Chairman. The
criteria for evaluation and the outcomes thereof are set
forth in the Report on Corporate Governance, which
forms part of this Report as “Annexure-II.”

For details of the previous year''s annual evaluation, please
refer to the Annual Report for the respective financial year,
accessible through https://hginfra.com/annual-report.php.

POLICY ON DIRECTORS’ AND KMP
APPOINTMENT & REMUNERATION

The policy on appointment and remuneration including
criteria for determining qualifications, positive attributes,

independence of directors, Key Managerial Personnel and
Senior Management and other matters provided under
Section 178(3) of the Act is available on the website of
the Company at https://hginfra.com/pdf/nomination
and_remuneration_policy_new_2025.pdf .

We affirm that the remuneration paid to the directors is as
per the terms laid out in the Nomination and Remuneration
Policy of the Company..

SELECTION AND PROCEDURE FOR
NOMINATION AND APPOINTMENT OF
DIRECTORS

The Company has a Nomination and Remuneration
Committee (“NRC”), which is responsible for
developing competency requirements for the Board
based on the industry and strategy of the Company.
The Board composition analysis reflects an in-depth
understanding of the Company, including its strategies,
environment, operations, financial condition and
compliance requirements.

The NRC is also responsible for reviewing the profiles of
potential candidates vis- a-vis the required competencies,
undertaking a reference and due diligence and meeting
potential candidates prior to making recommendations of
their nomination to the Board. The appointee is also briefed
about the specific requirements for the position including
expert knowledge expected at the time of appointment.

DECLARATION REGARDING COMPLIANCE
BY BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE
COMPANY’S CODE OF CONDUCT

The Company''s Code of Conduct is designed to maintain
uniform standards of ethical behavior and business
practices. This Code is available on the Company''s
website at https://hginfra.com/pdf/code of conduct for
board and senior management personnel 24.pdf In
compliance with the Listing Regulations, a confirmation
from the Chairman and Managing Director regarding
the adherence to this Code by all Directors and Senior
Management is incorporated into this report.

DETAILS WITH RESPECT TO THE
ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

To maintain strong internal controls and ensure financial
integrity, the Board has established policies and procedures
covering asset safeguarding, fraud prevention, error
reporting, and the accuracy and reliability of financial
disclosures. More details on internal control systems
and their adequacy are provided in the Management’s
Discussion and Analysis section of this report.

The Audit Committee of the Board actively reviews the
adequacy and effectiveness of the internal control system
and suggests improvements to strengthen the same. The
Company has a robust management information system,
which is an integral part of the control mechanism.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS OR COURTS

There were no significant or material orders passed by
regulators, courts, or tribunals which would affect the
Company''s going concern status or future operations.

REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, the Statutory
Auditors, Cost Auditors and Secretarial Auditors have
not reported any instances of frauds committed in the
Company by its officers or employees to the Audit
Committee or to the Central Government under Section
143(12) of the Act, details of which needs to be mentioned
in this Report.

ANNUAL RETURN

In accordance with the provisions of Section 134(3)
read with Section 92(3) of the Act, the Annual Return as

of March 31, 2025 in Form MGT-7 is available on the
Company’s website and may be viewed at https://hginfra.
com/annual-report.php.

SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial
Standards as issued by the Institute of Company
Secretaries of India (ICSI).

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls
and compliance systems established and maintained by
the Company, work performed by the internal, statutory,
cost, secretarial auditors and external agencies, including
audit of internal controls over financial reporting by
the Statutory Auditors and the reviews performed by
Management and the relevant Board Committees,
including the Audit Committee, the Board is of the
opinion that the Company’s internal financial controls
were adequate and effective during the financial year.

Accordingly, pursuant to Section 134(5) of the Act, the
Board of Directors, to the best of their knowledge and
ability, confirm that:

• in the preparation of the annual accounts, the
applicable accounting standards have been followed
and that there are no material departures;

• they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

• they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a
going concern basis;

• they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively; and

• they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and
operating effectively.

AUDITORS AND AUDIT REPORTS
Statutory Auditors

The shareholders of the Company at their AGM held
on September 25, 2020, had appointed M/s. Shridhar &
Associates, Chartered Accountants (ICAI Firm Registration
No. 134427W) as one of the Joint Statutory Auditors of
the Company for the first term of 5 consecutive years
and M/s. M S K A & Associates, Chartered Accountants
(Firm Registration No. 105047W), were appointed as Joint
Statutory Auditors Statutory Auditors of the Company
for first term of 5 consecutive years in the AGM held on
August 03, 2022.

The reports given by the Joint Statutory Auditors on the
financial statements of the Company are forming part
of this Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the
Joint Statutory Auditors in their Report for the financial
year ended March 31, 2025.

Further, it is proposed to re-appoint M/s. Shridhar
& Associates, Chartered Accountants (ICAI Firm
Registration No. 134427W) as one of the Joint Statutory
Auditors of the Company for the second term of 5
consecutive years w.e.f. conclusion of the ensuing AGM
till the conclusion of the 28^th AGM. The Company has
received consent letter from the auditor to the effect that
appointment, if made, would be within the prescribed
limits under Section 141(3) (g) of the Act and that they
are not disqualified for re-appointment.

The relevant resolution for the approval of the shareholders
is mentioned in the Notice of ensuing AGM.

Secretarial Auditors

M/s. Deepak Arora & Associates, Company Secretaries
in Practice, (Firm Registration No. P2001RJ080000)
have carried out the Secretarial Audit for the financial
year ended March 31, 2025.

The Secretarial Audit Report issued by M/s. Deepak
Arora & Associates, for the financial year ended March
31, 2025, does not contain any qualification, reservation
or adverse remark. The Secretarial Auditors’ Report is
annexed as “Annexure-IV(A)” forming part this Report;

Certificate from M/s Deepak Arora & Associates,
the Secretarial Auditors of the Company confirming
compliance with the conditions of Corporate Governance
is attached to the report on Corporate Governance.

Further, the Auditor’s certificate confirming compliance
with conditions of corporate governance as stipulated
under the Listing Regulations, for the financial year
ended March 31, 2025, forms a part of this Report;

Also, the Secretarial Compliance Report issued by
M/s. Deepak Arora & Associates, Practicing Company
Secretaries, for financial year ended March 31, 2025, in
relation to compliance of applicable SEBI Regulations/
circulars/guidelines issued thereunder, pursuant to
requirement of Regulation 24A of the Listing Regulations,
is annexed as “Annexure- IV(B) ” forming part of
this Report; and

As per Regulation 24A of the Listing Regulations, there
are no material subsidiaries. Therefore, the Company is
not required to annex the Secretarial Audit Report of its
material unlisted subsidiaries to its Board’s Report.

Furthermore, pursuant to the provisions of Regulation
24A(1)(b) of the Listing Regulations and as required
under Section 204 of the Act and Rules thereunder,
on the recommendation of the Audit Committee and
the Board of Directors it is proposed to appoint M/s.
Deepak Arora & Associates, Company Secretaries
in Practice, (Firm Registration No. P2001RJ080000)
who have been subjected to a peer review by the ICSI
as Secretarial Auditors of the Company for a period of
five years beginning from FY 2025-26 till FY 2029-30
commencing from the conclusion of the ensuing AGM
till the conclusion of the AGM to be held in the year 2030.

The above-mentioned appointment shall be subject to the
approval of shareholders of the Company at the ensuing
Annual General Meeting.

Cost Records and Cost Audit

The Company has maintained cost accounts and records
as specified by the Central Government under sub¬
section (1) of Section 148 of the Act. M/s. Rajendra
Singh Bhati & Co., Cost Accountants (Firm Registration
No. 101983) have carried out the cost audit during the
financial year 2024-25.

The Board, on the recommendation of the Audit
Committee, has re-appointed M/s. Rajendra Singh Bhati
& Co., as Cost Auditors of the Company for conducting
the audit of cost records for the FY 2025-26 under
Section 148 of the Act read with the Companies (Audit
and Auditors) Rules, 2014.

There has been no qualification, reservation, adverse
remark or disclaimer given by the Cost Auditors in their
Report for the financial year ended March 31, 2025.

The remuneration proposed to be paid to the Cost Auditor
for the financial year 2025-26 is subject to ratification by
the shareholders at the ensuing Annual General Meeting.

Internal Auditors

The Board has appointed M/s. Mahajan & Aibara
Chartered Accountants LLP, (Firm Registration No.

105742W) as Internal Auditors for conducting Internal
Audit for the financial year 2024-25.

The observations and suggestions of the Internal
Auditors were reviewed, and necessary corrective/
preventive actions were taken in consultation with the
Audit Committee.

On the recommendation of the Audit Committee, the
Board has re-appointed M/s. Mahajan & Aibara Chartered
Accountants LLP, (Firm Registration No. 105742W), as
Internal Auditors of the Company for the FY 2025-26.

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

Pursuant to the requirements of Section 135 of the Act,
and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has duly constituted
a Corporate Social Responsibility Committee, entrusted
with the fulfilment of the Company’s CSR objectives.

The composition of the said Committee is delineated
within the ‘Committees of the Board’ section of the
Corporate Governance Report.

The Board of Directors has adopted a Corporate Social
Responsibility Policy, which is in accordance with the
provisions of the Act, and which expounds the Company’s
philosophy and approach towards its Corporate Social
Responsibility commitments. The aforementioned
policy may be accessed on the Company’s website at
https://hginfra.com/pdf/corporate social responsibility
csr policy 22.pdf.

The Annual Report on Corporate Social Responsibility
activities of the Company is annexed as “Annexure-V”

RISK MANAGEMENT

The Company has developed, and continues to develop,
a dynamic and comprehensive risk management
framework, applied across all operations, which aligns
with all regulatory and industry standards.

The Company is exposed to market risk, credit risk,
liquidity risk, regulatory risk, human resource risk and
commodity price risk as set out in Note No. 40 to the
Standalone and Consolidated Financial Statements
of the Company.

In terms of Regulation 21 of the Listing Regulations, the
Board has constituted the Risk Management Committee.
The composition of committee is in conformity with the
Listing Regulations, with the majority of members being
directors of the Company.

Responsible for the Company''s overall risk management, the
Committee ensures strategic and business risks are identified
and mitigated through policy development and control
systems. The Committee''s terms of reference are detailed in
Annexure-II of the Corporate Governance Report.

The Company''s Risk Management Policy, adopted as
per Regulation 17(9)(b) of the Listing Regulations,
outlines the organizational rules and actions for early risk
identification and management, including cyber security
and existential threats. This policy is embedded across all
major functions to ensure risks are identified, assessed,
and addressed in line with company objectives.

The Company ensures the effectiveness of its risk
mitigation plans, through monitoring, and evaluation, and
by applying successful strategies across the company. The
Board also confirms that there are no risks that threaten
the existence of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

In accordance with Section 177(9) of the Act and
Regulation 22 of the Listing Regulations, the Company is
required to establish a Vigil Mechanism for directors and
employees to report genuine concerns. The Company has
a Policy for Prevention, Detection and Investigation of
Frauds and Protection of Whistle Blowers (“the Whistle
Blower Policy”), which also encourages its employees
and various stakeholders to bring to the notice of the
Company any issue involving compromise/ violation
of ethical norms, legal or regulatory provisions, actual
or suspected fraud etc., without any fear of reprisal,
discrimination, harassment or victimisation of any kind.
The Company investigates such incidents, when reported,
in an impartial manner and takes appropriate action to
ensure that requisite standards of professional and ethical
conduct are always upheld.

No complaints were received from any of the employees/
other stakeholders under the above mechanism during the
financial year 2024-25.

It is the Company’s Policy to ensure that no persons are
victimised or harassed for bringing such incidents to the
attention of the Company. Further details of the Vigil
Mechanism/ Whistle Blower Policy of the Company
are provided in the Report on Corporate Governance,
forming part of this report.

The Whistle Blower Policy is hosted on the Company’s
website at https://hginfra.com/pdf/vigil mechanism
whistle blower policy 22.pdf.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details regarding energy conservation, technology absorption, and foreign exchange earnings and outgo, as required by
Section 134(3)(m) of the Act, and Rule 8 of the Companies (Accounts) Rules, 2014, are provided below:

Particulars	Remarks
A) CONSERVATION OF ENERGY
the steps taken or impact on conservation of energy;	While the Company''s operations are not energy-intensive, it remains committed to reducing energy costs, protecting the environment, and utilizing non-conventional energy sources.
the steps taken by the Company to utilize alternate	The Company has taken the steps for:
sources of energy;	a) To ensure proactive energy conservation in the long term, the Company has implemented a UPS system for its grid-powered Hot Mix Plant production; and b) The Company successfully transitioned tippers to CNG from HSD in UER projects this year, resulting in environmental benefits. c) To reduce fuel consumption and promote sustainability, the Company actively implemented the use of used wood for bitumen heating at Hot Mix plant sites d) Carbon emissions were reduced through the introduction of a fuel catalyst e) Implementation of biofuel for bitumen heating at plants is being pursued
the capital investment in energy conservation equipment	a) New fleet with BSVI Norm 2 technology. b) DG Sets with CPCB 4 Norms; and c) EV Vehicles
B) TECHNOLOGY ABSORPTION
the efforts made towards technology absorption;	The Company has made efforts for technology absorption by: a) Soil stabilization. b) Echelon paving in GEW. c) Wood Burner in Hot Mix Plant. d) Use of 3D grades control software. e) Promoting tire retreating to reduce quantity of tyres by increasing life. f) Use of 3D excavation control software. g) Increased haulage capacity through better specification. h) Digitalization of log sheet for better data accuracy. i) Initiatives in SAP for better Equipment operation & maintenance tracking; and j) Uniformity & Branding. k) implementation of MGCS l) Implementation of IR sensors m) 3 D paving n) RAP system in Hot mix plant

Particulars	Remarks
the benefits derived like product improvement, cost reduction, product development or import substitution;	a) Successful project execution hinges on timely completion and budget compliance, both of which are greatly facilitated by effective project management techniques. b) Accurate and efficient grading and excavation c) Reduced asphalt production operational costs d) Data accuracy for better performance outcome and analysis. e) Fuel optimization through dispense and level monitoring. f) Use of alternative materials methods. g) In-house execution of pilling and girder launching will optimize project costs. h) A 40% increase in RAP usage is targeted for HMP.
in case of imported technology (imported during the last	The Company uses below mentioned imported technology
three years reckoned from the beginning of the financial	& equipment in its business:
year)-	a) Soil stabilizer.
a) the details of technology imported;	b) MOBA FLMS & FDMS for better fuel monitoring. c) Trimble 3D grade sensors. d) Tappet box for digitalization of log sheet. e) MOBA X-Site PRO 3D for Excavators. f) Tilt sensor for Tippers. g) Fuel Catalyst.
b) the year of import;	FY 2023-24
c) whether the technology been fully absorbed; and	a) FLMS & FDMS. b) Trimble 3D system; and c) Initiatives in SAP for better Equipment operations &
	Maintenance monitoring.
d) if not fully absorbed, areas where absorption has not	a) Digitalization of log sheet for better Data accuracy: Fully
taken place, and the reasons thereof;	implemented in Railway Projects. Implementation is in process for Highway projects.
	b) Introduction of EV excavator And loaders for Low
	capacity (3 Ton): The conduct of trials is required
the expenditure incurred on Research and Development	The Company did not allocate any funds to research and development activities during the financial year
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of foreign exchange earnings and outgo during the financial year are as follows:
Foreign Exchange Earnings	Nil
Foreign Exchange Outgo (Amount in H Million)	1.86

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)

As required by Regulation 34(2)(f) of the Listing Regulations, the Company’s Business Responsibility and
Sustainability Report (BRSR), outlining its environmental, social, and governance activities, is annexed as Annexure-
VI within this report.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Innovating for a sustainable future, the Company harnesses technology to tackle pressing environmental challenges,
including climate change, water scarcity, and waste management. Equally important is its commitment to social
responsibility, demonstrated by investments in digital skilling, fostering inclusive workplaces, prioritizing employee
well-being, and empowering communities. Guided by its core values and overseen by a dedicated ESG team, the
company is setting new standards for ethical and sustainable business practices.

CREDIT RATING

The Company’s financial prudence is reflected in the strong credit rating ascribed by rating agencies. The table below
depicts the Credit Rating profile:

Instrument	Rating Agencies	Current Rating
Long-term - Fund-based - Cash credit	ICRA	[ICRA]AA- (Positive); reaffirmed and assigned for enhanced amount
Long-term/ Short-term - Non-fund based - Bank guarantee	ICRA	[ICRA]AA- (Positive)/[ICRA]A1 ; reaffirmed and assigned for enhanced amount
*NCDs	ICRA	ICRA AA- (Positive)

*Pursuant to redemption of 970 Rated, Listed, Senior, Secured, Redeemable Non-Convertible Debentures (NCDs) on
December 21, 2024, ICRA has withdrawn the rating of NCDs on January 06, 2025.

CONFLICT OF INTERESTS

To maintain transparency, the Directors annually disclose their external board and committee roles, with updates
throughout the year. This practice supports the Company commitment to avoiding conflicts of interest. The Members of
the Board restrict themselves from any discussions and voting in transactions in which they have concerns or interests.

SHAREHOLDERS AND INVESTORS

The Company maintains robust communication channels with shareholders and investors, including regular financial
disclosures, a dedicated email address i.e. [email protected], and active engagement through the AGM and investor
relations activities.

Through a multi-faceted approach encompassing financial reports, digital platforms, and direct interactions, the
Company ensures transparent and consistent communication with its shareholder and investor base.

The Investor Relations team also interacts regularly with investors and analysts through quarterly results calls, one-on-
one and group meetings, and participation in investor conferences.

Investor and Analyst Interactions in the financial year:

Particulars	Q1	Q2	Q3	Q4	FY2024-25
Total interactions	1	1	1	1	4

ENVIRONMENT HEALTH AND SAFETY (EHS) PROTECTION

The Company actively engages with local communities through outreach programs focused on health, safety, and
environmental awareness. The Company conducts tree plantation drives and educate communities about construction
site hazards, using signages and barricades as engineering controls.

The Company aims for a "zero-harm" vision by prioritizing Elimination, Exchange, and Engineering controls (EEE
concept) and is transitioning towards environmentally responsible practices by reducing their carbon footprint,
minimizing waste, and conserving resources through initiatives like shifting to solar and grid electricity and implementing
rainwater harvesting early in projects.

The Company actively seeks new EHS practices by attending seminars and workshops, and they have received
recognition from clients like NHAI and DMRC. The Company prioritizes proactive risk management and safety
protocols to prevent incidents and has an internal reward system for EHS performers.

Regular awareness campaigns are conducted and it
is ensured that all stakeholders are briefed on SOPs.
Further, Monthly activity planners and training calendars
are shared, and EHS performance is monitored through
KPI tracking and audits.

INSIDER TRADING CODE

The Company has instituted a mechanism to avoid
Insider Trading and abusive self-dealing in the securities
of the Company. In accordance with the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 (‘SEBI PIT Regulations’), the Company
has established systems and procedures to prohibit insider
trading activity and has framed the Code of Prohibition of
Insider Trading (the “Code”). The Code of the Company
prohibits the designated employees from dealing in the
securities of the Company on the basis of any Unpublished
Price Sensitive Information (UPSI), available to them by
virtue of their position in the Company.

The objective of this Code is to prevent the misuse of any
UPSI and prohibit any insider trading activity to protect
the interests of the shareholders at large.

The Board of Directors of the Company has adopted the
Code and formulated the Code of Practices and Procedures
for Fair Disclosure in terms of the requirements of the
SEBI PIT Regulations. The Company Secretary has
been appointed as the Compliance Officer for ensuring
implementation of the Code.

The Code is available on the website of the Company at
https://hginfra.com/pdf/code of conduct to regulate
monitor n report trading by designated persons
code of prohibition of insider trading 25.pdf.

DIRECTORS AND OFFICERS LIABILITY
INSURANCE (D&O)

The Company provides Directors and Officers Liability
Insurance (D&O Insurance) to indemnify directors,
including Independent Directors, against liabilities
arising from negligence, breach of duty, or other
related acts, in accordance with Regulation 25(10) of
Listing Regulations.

SUCCESSION PLANNING

The Nomination and Remuneration Committee is
responsible for ensuring effective succession planning
for the Board and Senior Management, a crucial element

for the Company''s continued success, as outlined in the
Nomination and Remuneration Policy.

Information about succession planning for the Board
and Senior Management of the Company is given in the
Nomination and Remuneration Policy, which is available
on the Company''s website at https://hginfra.com/pdf/
nomination_and_remuneration_policy_new_2025.pdf.

INDUSTRIAL RELATIONS

Recognizing the importance of strong client relationships,
the Company actively develops and maintains pre¬
qualified status with major clients, alongside forming
strategic alliances for specific projects.

Given its reliance on government and government-
funded infrastructure projects, the Company strategically
cultivates alliances with other construction developers
through joint ventures, consortia, and sub-contracts.

OTHER DISCLOSURES

The Board states that no disclosure or reporting is
required in respect of the following items as there were
no transactions on these items during the financial year:

1) As per rule 4(4) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has not
issued equity shares with differential rights as to
dividend, voting or otherwise;

2) As per rule 8(13) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has
not issued shares (including sweat equity shares) to
employees of the Company under any scheme;

3) As per rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has
not issued equity shares under the scheme of
employee stock options;

4) Neither the Managing Director nor the Whole Time
Directors of the Company receive any remuneration
or commission from any of its subsidiaries except
sitting fees as entitled as a Non-Executive Directors
in subsidiary companies;

5) Since the Company has not formulated any scheme
of provision of money for the purchase of own shares
by employees or by the trustee for the benefit of the

employees in terms of Section 67(3) of the Act, no
disclosures are required to be made;

6) There was no revision of financial statements and
the Board’s Report of the Company during the
year under review;

7) No application has been made under the Insolvency
and Bankruptcy Code, hence the requirement to
disclose the details of the application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year
along with their status as at the end of the financial
year is not applicable; and

8) The requirement to disclose the details of the difference
between the amount of the valuation done at the time
of one-time settlement and the valuation done while
taking a loan from the Banks or Financial Institutions,
along with the reasons thereof, is not applicable.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors express their thanks for the ongoing
partnerships with the Government of India and state
governments, and they look forward to continued
collaboration. They also acknowledge the vital support of
all stakeholders and anticipate their continued partnership.

Furthermore, they deeply appreciate the dedication of the
Company''s employees.

For and on behalf of the Board
H.G. Infra Engineering Limited

Harendra Singh

Place: Jaipur Chairman & Managing Director

Date: May 21, 2025 DIN: 00402458

---

Mar 31, 2024

The directors (the “Board of Directors/“Board”) are pleased to present the 22^nd Annual Report of H.G. Infra Engineering Limited (the “Company”/ “HG INFRA”) together with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31,2024 (the “Financial Year”).

FINANCIAL RESULTS

The Company’s financial performance (standalone and consolidated) for the year ended March 31,2024, is summarized below:

(Amount in Rs. Million, except per share data)
	Standalone			Consolidated
Particulars	For the year ended March 31,		YoY growth (%)	For the year ended March 31,		YoY growth (%)
	2024	2023		2024	2023
Total Income	51,343.43	44,365.94	15.73	53,964.67	46,402.38	16.30
Revenue from operations	51,217.44	44,185.36	15.91	53,784.79	46,220.08	16.37
Other income	125.99	180.58	(30.23)	179.88	182.30	(1.33)
Total expenses	45,218.95	38,678.58	16.91	46,747.12	39,767.93	17.55
Profit / (loss) before tax	7,191.88	5,687.36	26.45	7399.17	6,645.74	11.34
Tax Expense	1,737.00	1,473.53	17.88	2,013.31	1,713.83	17.47
Profit After Tax	5,454.88	4,213.83	29.45	5,385.86	4,931.91	9.20
Other comprehensive income /(loss) (Net of tax)	27.16	(7.74)	(450.90)	27.16	(7.74)	(450.90)
Total Comprehensive Income for the period	5,482.04	4,206.09	30.34	5,413.02	4,924.17	9.93
Earning per equity share (EPS):
Basic and Diluted	83.70	64.66	29.45	82.64	75.68	9.20

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

Highlights of the Company’s financial performance for the year ended March 31,2024, are as under:

Standalone

At the Standalone level, the Revenue from Operations increased to H51,217.44 Million as against H44,185.36 Million in the previous year, recording an increase of 15.91%. The Net Profit before Tax amounted to H7,191.88 Million as against H5,687.36 Million in the previous year recording an increase of 26.45%. The Net Profit after tax amounted to H5,454.88 Million against H4,213.83 Million reported in the previous year, recording an increase of 29.45% and total comprehensive income for the period amounted to H5,482.04 Million as against H4,206.09 Million in the previous year, recording an increase of 30.34%.

Consolidated

At the Consolidated level, the Revenue from Operations increased to H53,784.79 Million as against H46,220.08 Million in the previous year, recording an increase of 16.37%. The Net Profit before Tax amounted to H7,399.17 Million as against H6,645.74 Million in the previous year recording an increase of 11.34%. The Net Profit after tax amounted to H5,385.86 Million

against H 4,931.91 Million reported in the previous year, recording an increase of 9.20% and total comprehensive income for the period amounted to H5,413.02 Million as against H4,924.17 Million in the previous year, recording an increase of 9.93%.

BUSINESS OPERATIONS/ PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARIES

During the financial year, the Company has secured the following orders:

• Doubling of Track between Karanjgaon station (Including) at Km 69.01(Ch 69010) & Aurangabad station (Including) at Km 113.15(Ch 113150) [i.e. (44.14 km)] including Electrification and Signaling works in connection with Aurangabad- Ankai Doubling Project in Nanded Division of South-Central Railway valued at H4,471.10 Million.

• Construction of double line track (3rd & 4th line) formation including earth work, blanketing, minor bridges, major bridges, electrification works and other miscellaneous works for 32.5 T axle load including Electrical TRD (2x25 KV) in Gaya-Son Nagar section (in between DFCC CH:225.300 (IR CH:475.200) to DFCC CH:292.175 (IR CH:542.075)) in DDU Division of East Central Railway in the state of Bihar valued at H7,091.10 Million.

• Construction of 4 lane Elevated corridor of Kalimandir-Dimna Chowk- Baliguma (Jamshedpur) Section of NH-33 (New NH-18) (from km 241.940 to km 251.961) (Length 10.021 km) under NH(O) on EPC mode in Jharkhand valued at H6,101.10 Million.

• Controlled Highway of 4 Lane with Paved Shoulders from TN/AP Border (Design Chainage km 61 51 ) to Puttur (Design Chainage Km 81 450) of NH-716 & 6 Lane with Paved Shoulders from Mallavaram (Design Chainage Km 97 100) to Renigunta (Design Chainage Km 114 500) of NH-71 in Andhra Pradesh on Hybrid Annuity Mode under NH(O) (Chennai Tirupati Package-II) valued at H8,621.10 Million.

• Construction of New BG Line Between Dhule (Borvihir) to Nardana (Approx. 49.45 Km) of Central Railway valued at H7,161.10 Million.

During the financial year, the Company has diversified into Renewable Energy sector and received solar power plant projects for development under KUSUM-C scheme for 543 megawatts DC valued at ?1,307 Crores (EPC value).

Order book as on March 31, 2024, stood at ?1,24,340 Million and out of the total order book, 83% are government contracts, and 17% are from private clients.

Projects Completed during the financial year:

During the financial year, the Company has received the provisional completion certificates/ completion certificates for the following projects:

• Amravati - Nandgaon - Morshi - Warud - Pandhurna:

Rehabilitation and Up-gradation of Amravati-Nandgaon - Morshi - Warud - Pandhurna National Highway from existing km 95 670 (on 140 200 NH-53, Nandgaon) to km 52 440 (Morshi) [Design km. 0.000 to km. 43.000] to two lane with paved shoulders in the state of Maharashtra on Engineering, Procurement and Construction (EPC) basis contract.

• Amravati - Nandgaon - Morshi - Warud - Pandhurna:

Rehabilitation and Up-gradation of Amravati-Nandgaon

- Morshi - Warud - Pandhurna National Highway from existing km 52 440 (Morshi) to km 0 000 (Maharashtra/ Madhya Pradesh State Border upto Wardha River Bridge) [Design km.43.000 to km.95.390] to two lane with paved shoulders in the state of Maharashtra on Engineering, Procurement and Construction (EPC) basis contract.

• Nagpur - Katol - Warud: Rehabilitation and Upgradation of Nagpur-Katol-Warud National Highway from existing Km 60 100(End of Katol Bypass) to Km 101 085 (Warud upto Joint Junction) of NH-353J (Design Chainage 60 100 to 100 565) to 2 lane with paved shoulder in the state of Maharashtra on Engineering, Procurement and Construction (EPC) basis contract.

• Morshi - Chandur Bazar - Achalpur: Rehabilitation and up gradation of Morshi- Chandur Bazar- Achalpur (Design chainage from km.0.000 to km. 53.719) road section of NH-353K, to two lanes with paved shoulder configuration on EPC mode in the state of Maharashtra.

• Rewari - Ateli Mandi: Up-gradation of four lane of Rewari-Ateli Mandi section of NH-11 from km 11.780 to Rewari to EX km 43.445 near Ateli Mandi (designed length 30.45 km) as feeder Route in the state of Haryana on Hybrid Annuity Mode- Package III.

• Rewari - Bypass: Construction of proposed Rewari Bypass (NH-11) as feeder route in Rewari district in the state of Haryana (Design length - 14.40KM) on Hybrid Annuity Mode- Package III.

• Nandurbar - Praksha - Shahada - Khetia: Rehabilitation and Up-gradation of Nandurbar (Near Kolde) - Praksha

- Shahada - Khetia (SH-4 & SH-5) State Highway from existing km 50 260 of SH-5, (Kolde) to Km 90 220 (Khetia) [Design km 50 200 to km 98 800) to Two lane with paved shoulders/4 lane in the state of Maharashtra on Engineering, Procurement and Construction (EPC) basis Contract.

INFORMATION ABOUT HOLDING / SUBSIDIARIES / JOINTLY CONTROLLED OPERATIONS / ASSOCIATE COMPANIES

As on March 31,2024, the Company has 11 (eleven) wholly owned subsidiaries (the “WoS”), 2 (two) associates, 2 (two) step down subsidiaries and 1 (one) jointly controlled operations. During the financial year, the Company incorporated 4 (four) wholly owned subsidiaries, 2 (two) step down subsidiaries whereas 3 (three) Companies ceased to be the Company’s subsidiaries. The details of which are provided hereunder:

Name of Entity	Change during the financial year
H.G. Varanasi-Kolkata PKG-13 Private Limited, (Wholly owned subsidiary)	Incorporated on April 25, 2023
H.G. Varanasi-Kolkata PKG-10 Highway Private Limited, (Wholly owned subsidiary)	Incorporated on April 27, 2023
H.G. Foundation - Section 8 Company of the Companies Act, 2023, (Wholly owned subsidiary)	Incorporated on October 25, 2023
H.G. Solar Projects Private Limited, (Wholly owned subsidiary)	Incorporated on February 17, 2024
Gurgaon Sohna Highway Private Limited, (Wholly owned subsidiary)	Ceased to be WoS on November 21,2023
H.G. Ateli Narnaul Highway Private Limited, (Wholly owned subsidiary)	Ceased to be WoS on November 21,2023
H.G. Rewari Ateli Highway Private Limited, (Wholly owned subsidiary)	Ceased to be WoS on November 21,2023
Norangdesar Solar Developer Private Limited, (Step down subsidiary)	Incorporated on March 10, 2024
Rasisar Solar Developer Private Limited, (Step down subsidiary)	Incorporated on March 10, 2024
HGIEPL-Ranjit JV, (Jointly Controlled Operations)	Dissolved on March 29, 2024
The Company does not have any holding Company as on March 31,2024.

Performance of subsidiaries, associates, and joint ventures

In accordance with Section 129(3) of the Companies Act, 2013 (the “Act”), a statement containing salient features of the financial statements of the subsidiary companies in the prescribed format Form AOC-1 is annexed as “Annexure-I” to this Report. The statement also provides details of the performance and financial position of each of the subsidiaries, associates, and jointly controlled operations and their contribution to the overall performance of the company during the financial year. Audited financial statements, together with related information and other reports of each of the subsidiary companies, can be accessed on the Company’s website at https://hginfra.com/investors-relation.html#btn-quart

The Company funds its subsidiaries, from time to time, in the ordinary course of business, through equity, loan and/or other means to meet their funding requirements.

According to the Company’s Policy on determining “material subsidiary,” during the financial year, H.G. Raipur Visakhapatnam OD-5 Private Limited, was determined as the material subsidiary whose income exceeded 10% of the Company''s consolidated income in the immediately preceding financial year.

The Company’s Policy for determining material subsidiary Company can be accessed on the Company’s website at https:// hginfra.com/investors-relation.html#btn-policy

The details of subsidiaries, associates, and jointly controlled operations are mentioned below:

A. Wholly owned Subsidiary Companies

(1) Gurgaon Sohna Highway Private Limited (GSH)

GSH was incorporated as a Special Purpose Vehicle (SPV) on April 06, 2018, to domicile a project allotted by the National Highways Authority of India (NHAI) i.e. “Construction of Six laning and strengthening of new NH-248A from existing km 11 682 to existing km. 24 400 in the state of Haryana Package-2: Existing Ch. Km 11 682 to km 24 400 (Design Ch. km 9 282 to km 22 000) under NHDP Phase IV on Hybrid Annuity Mode”.

Highlights of the performance of GSH and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24 (till November 21,2023)	FY2022-23
Total Revenue	(192.08)	414.30
Profit/(Loss) before tax	(386.27)	72.49
Profit/(Loss) after tax	(289.04)	53.30

During the financial year, GSH ceased to be a wholly owned subsidiary of the Company with effect from November 21, 2023, due to the sale of its 100% shareholding by HG INFRA.

(2) H.G. Rewari Ateli Highway Private Limited (HGRAH)

HGRAH was incorporated as a Special Purpose Vehicle (SPV) on April 08, 2019, to domicile a project allotted by the National Highways Authority of India (NHAI), i.e. “Upgradation of Four Lane of Rewari-Ateli Mandi Section of NH-11 from km 11.780 at Rewari to Ex. Km 43.445 near Ateli Mandi (designed length 30.45 km) as Feeder Route PKG-III in the State of Haryana on Hybrid Annuity Mode.”

Highlights of the performance of HGRAH and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24 (till November 21, 2023)	FY2022-23
Total Revenue	266.59	606.34
Profit/(Loss) before tax	115.73	121.20
Profit/(Loss) after tax	86.44	90.41

During the financial year, HGRAH ceased to be a wholly owned subsidiary of the Company with effect from November 21, 2023, due to the sale of its 100% shareholding by HG INFRA.

(3) H.G. Ateli Narnaul Highway Private Limited (HGANH)

HGANH was incorporated as a Special Purpose Vehicle (SPV) on April 04, 2019, to domicile a project allotted by the National Highways Authority of India (NHAI) i.e. “Construction of proposed Narnaul Bypass (design length 24.0 km) & Ateli Mandi to Narnaul Section of NH11 from km 43.445 to km 56.900 (design length 14.0 km) as an Economic Corridor & Feeder route PKG-II in the State of Haryana on Hybrid Annuity Mode.”

Highlights of the performance of HGANH and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24 (till November 21, 2023)	FY2022-23
Total Revenue	380.40	814.36
Profit/(Loss) before tax	117.06	272.16
Profit/(Loss) after tax	87.52	203.16

During the financial year, HGANH ceased to be a wholly owned subsidiary of the Company with effect from November 21, 2023, due to the sale of its 100% shareholding by HG INFRA.

(4) H.G. Rewari Bypass Private Limited (HGRB)

HGRB was incorporated as a Special Purpose Vehicle (SPV) on May 01, 2020, to domicile a project allotted by the National Highways Authority of India (NHAI) i.e. “Construction of proposed Rewari Bypass (NH-11) as Feeder Route in Rewari District in the State of Haryana (Design length-14.40 km) on Hybrid Annuity Mode.”

Highlights of the performance of HGRB and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24	FY2022-23
Total Revenue |	609.19	2,416.65
Profit/(Loss) before tax	127.42	195.60
Profit/(Loss) after tax |	94.88	146.16

(5) H.G. Raipur Visakhapatnam AP-1 Private Limited (HGRVAP-1)

HGRVAP-1 was incorporated as a Special Purpose Vehicle (SPV) on August 19, 2021, to domicile a project allotted by the National Highways Authority of India (NHAI) i.e. “Development of Six Lane Aluru-Jakkuva section of NH-130-CD Road from km 365 033 to km 396 800 under Raipur-Visakhapatnam Economics Corridor in the state of Andhra Pradesh on Hybrid Annuity Mode (HAM) [Package-1(AP)].”

Highlights of the performance of HGRVAP-1 and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24	FY2022-23
Total Revenue	2,746.69	3,188.20
Profit/(Loss) before tax	255.42	83.93
Profit/(Loss) after tax	190.98	62.81

(6) H.G. Khammam Devarapalle PKG-1 Private Limited (HGKD PKG-1)

HGKD PKG-1 was incorporated as a Special Purpose Vehicle (SPV) on October 14, 2021, to domicile a project allotted by the National Highways Authority of India (NHAI) i.e. “Construction of 4 lane Access Controlled New Greenfield Highway Section of NH- 365BG (Khammam-Devarapalle) of length 33.604 km from Thallampadu village to Somavaram village (Design Ch. Km 0 000 to km 33 604) under Inter Corridor Route under Bharatmala Pariyojana, on Hybrid Annuity mode in the state of Telangana(Package-I).”

Highlights of the performance of HGKD PKG-1 and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24	FY2022-23
Total Revenue |	3,114.55	464.87
Profit/(Loss) before tax	122.34	14.59
Profit/(Loss) after tax	91.55	10.92

(7) H.G. Khammam Devarapalle PKG-2 Private Limited (HGKD PKG-2)

HGKD PKG-2PL was incorporated as Special Purpose Vehicle (SPV) on October 14, 2021, to domicile a project allotted by the National Highways Authority of India (NHAI) i.e. “Construction of 4 lane Access Controlled New Greenfield Highway Section of NH- 365BG (Khammam-Devarapalle) of length 29.513 km from Somavaram village to Chintagudem village (Design Ch. Km 33 604 to km 63 117) under Inter Corridor Route under Bharatmala Pariyojana on Hybrid Annuity mode in the state of Telangana (Package-II).”

Highlights of the performance of HGKD PKG-2 and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24 |	FY2022-23
Total Revenue	2,542.15	438.61
Profit/(Loss) before tax	101.38	12.51
Profit/(Loss) after tax	75.86	9.36

(8) H.G. Raipur-Visakhapatnam OD-6 Private Limited (HGRV OD-6)

HGRV OD-6 was incorporated as a Special Purpose Vehicle (SPV) on November 22, 2021, to domicile a project allotted by the National Highways Authority of India (NHAI) i.e. “Development of Six Lane Baunsaguar-Baraja Section of NH-130-CD Road from km 293 000 to km 338 500 under Raipur-Visakhapatnam Economics Corridor in the state of Odisha on Hybrid Annuity mode [Package- OD-6].”

Highlights of the performance of HGRV OD-6 and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24	FY2022-23
Total Revenue	3,700.05	3,813.58
Profit/(Loss) before tax	266.62	89.71
Profit/(Loss) after tax	199.35	67.13

(9) H.G. Raipur-Visakhapatnam OD-5 Private Limited (HGRV OD-5)

HGRV OD-5 was incorporated as a Special Purpose Vehicle (SPV) on November 24, 2021, to domicile a project allotted

by the National Highways Authority of India (NHAI) i.e. “Development of Six Lane Kaliagura-Baunsaguar Section of NH-130-CD Road from km 249 000 to km 293 000 under Raipur-Visakhapatnam Economics Corridor in the state of Odisha on Hybrid Annuity Mode [Package-OD-5].”

Highlights of the performance of HGRV OD-5 and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24	FY2022-23
Total Revenue |	4,591.80	4,685.76
Profit/(Loss) before tax	332.66	84.85
Profit/(Loss) after tax	248.78	63.49

(10) H.G. Karnal-RingRoad Private Limited (HGKR)

HGKR was incorporated as a Special Purpose Vehicle (SPV) on March 21, 2023, to domicile project allotted by the National Highways Authority of India (NHAI) i.e. “Construction of 6-lane Greenfield Karnal Ring Road starting from NH-44 near Village Shamgarh (Design km 0 000) and terminating at Karnal -Munak Road (MDR 115) near Village Samalakha (Design km 34 500) under Bharatmala Pariyojana in the state of Haryana on Hybrid Annuity Mode [Package-OD-5].”

Highlights of the performance of HGKR and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24	FY2022-23
Total Revenue |	2,184.51	0.03
Profit/(Loss) before tax	40.95	-
Profit/(Loss) after tax	30.62	-

(11) H.G. Varanasi-Kolkata PKG-13 Private Limited (HGVK PKG-13)

HGVK PKG-13 was incorporated as a Special Purpose Vehicle (SPV) on April 25, 2023, to domicile a project allotted by the National Highways Authority of India (NHAI) i.e. “Construction of 6-lane Greenfield Varanasi-Ranchi-Kolkata Highway from junction with NH-320 in Lepo village to Kamlapur village (JH/WB border) from km 358.500 to km 387.200 under Bharatmala Pariyojana in the state of Jharkhand on Hybrid Annuity Mode (Package 13).

Highlights of the performance of HGVK PKG-13 and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24
Total Revenue	1.94
Profit/(Loss) before tax	-
Profit/(Loss) after tax	-

(12) H.G. Varanasi-Kolkata PKG-10 Highway Private Limited (HGVK PKG-10)

HGVK PKG-10 was incorporated as a Special Purpose Vehicle (SPV) on April 27, 2023, to domicile project allotted by the National Highways Authority of India (NHAI) i.e. “Construction of 6-lane Greenfield Varanasi-Ranchi-Kolkata Highway from Deoria village to Donoreshan village from km 253.000 to km 288.600 under Bharatmala Pariyojana in the State of Jharkhand on Hybrid Annuity Mode (Package 10)

Highlights of the performance of HGVK PKG-10 and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24
Total Revenue	1.40
Profit/(Loss) before tax	-
Profit/(Loss) after tax	-

(13) H.G. Foundation

H.G. Foundation was incorporated as a Section 8 company under the Companies Act, 2013 on October 25, 2023, with charitable objects and similar activities.

Highlights of the performance of H.G. Foundation and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24 (w.e.f. October 25, 2023)
Total Revenue	-
Profit/(Loss) before tax	0.16
Profit/(Loss) after tax	0.16

(14) H.G. Solar Projects Private Limited (HGSP)

HGSP was incorporated as a wholly owned subsidiary on February 17, 2024, to carry on the business of solar power and related activities.

Highlights of the performance of HGSP and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24
Total Revenue	-
Profit/(Loss) before tax	(0.20)
Profit/(Loss) after tax	(0.15)

B. Step down Subsidiary Companies

(1) Norangdesar Solar Project Private Limited (NSP)

NSP was incorporated as a Step down subsidiary on March 10, 2024, to carry on the business of solar power and related activities.

Highlights of the performance of NSP and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24
Total Revenue	-
Profit/(Loss) before tax	(0.09)
Profit/(Loss) after tax	(0.07)

(2) Rasisar Solar Project Private Limited (RSP)

RSP was incorporated as a Step down subsidiary on March 10, 2024, to carry on the business of solar power and related activities.

Highlights of the performance of RSP and its contribution to the overall performance of the Company during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24
Total Revenue	-
Profit/(Loss) before tax	(0.09)
Profit/(Loss) after tax	(0.07)

C. Associates

(1) Safety First Engineering Private Limited (SFEPL)

The Company acquired a stake of 26% in SFEPL on August 24, 2022, a Gurgaon-based Company engaged in the business of operations of supply and service of safety items, including metal beam crash barriers, wire rope safety barriers, pavement marking, noise barriers etc.

Highlights of the performance of SFEPL during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24	FY2022-23
Total Revenue	190.25	3.38
Profit/(Loss) before tax	1.76	(1.36)
Profit/(Loss) after tax |	1.76	(1.28)

(2) Safety First

The Company acquired 26% control in Safety First on May 01, 2022, a New Delhi-based registered partnership firm

During the financial year, HGIEPL-Ranjit JV dissolved on March 29, 2024.

(2) HGIEPL-MGCPL JV

The Company and M.G. Contractors Private Limited formed a Joint venture on August 30, 2014, to collaborate in the name and style of HGIEPL- MGCPL JV for “Rehabilitation and augmentation of Two-Laning from Chanlang District Boundary to Khonsa section of NH-52B (New NH-215) from km. 0.00 to km. 42.844 in the state of Arunachal Pradesh under Arunachal Pradesh Package of SARDP_ NE on Engineering, Procurement and Construction (EPC) basis.”

Highlights of the performance of HGIEPL- MGCPL JV during the financial year are as follows:

engaged in the business of supply and service of safety items, including metal beam crash barriers, wire rope safety barriers, pavement marking, noise barriers etc.

Highlights of the performance of Safety First during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24	FY2022-23
Total Revenue	436.57	835.01
Profit/(Loss) before tax	18.25	44.71
Profit/(Loss) after tax	12.25	44.71

D. Jointly controlled operations (1) HGIEPL-Ranjit JV

The Company and Ranjit Buildcon Limited formed a Joint venture on May 15, 2015, to collaborate in the name and style of HGIEPL-Ranjit JV for “Development and Construction of Four Laning of Babatpur -Varanasi Section of NH-56 (km 263/000 to 280/250) in the state of Uttar Pradesh on Engineering, Procurement and Construction (EPC) basis.”

Highlights of the performance of HGIEPL-Ranjit JV during the financial year are as follows:

(Amount in H Million)
Particulars	FY2023-24	FY2022-23
Total Revenue |	11.54	85.59
Profit/(Loss) before tax	(0.19)	0.16
Profit/(Loss) after tax	(0.19)	0.11

(Amount in H Million)
Particulars	FY2023-24	FY2022-23
Total Revenue |	26.31	125.36
Profit/(Loss) before tax	0.03	0.33
Profit/(Loss) after tax	0.02	0.23

CAPITAL, SHARES AND DEBENTURES

The current capital structure of the Company is given below:

Authorized Capital:

There was no change in the Authorized Capital of the Company during the financial year. The Authorised Capital of the Company as on March 31,2024, stood at H80,00,00,000 (Rupees Eighty Crore only) consisting of 8,00,00,000 (Eight Crore) equity shares of a face value of H10 each.

Issued, Subscribed & Paid-up Capital:

There was no change in the issued, subscribed, and paid-up Capital of the Company during the financial year. The issued, subscribed and paid-up Capital of the Company as on March 31, 2024 stood at H65,17,11,110 (Rupees Sixty Five Crore Seventeen Lakh Eleven Thousand One Hundred Ten only) consisting of 6,51,71,111 (Six Crore Fifty One Lakh Seventy One Thousand One Hundred Eleven) Equity Shares of H10 each.

The Company has not issued any preference shares.

Non-Convertible Debentures (NCDs):

The Company has 970 outstanding Rated, Listed, Senior, Secured, Redeemable, Non-Convertible Debentures (“NCDs”) (ISIN: INE926X07017), each having a face value of H10,00,000 for an aggregate nominal value of H970 Million, issued on a private placement basis on December 21,2021. The NCDs of the Company are listed on the Wholesale Debt Market segment of BSE Limited.

During the financial year 2023-24, the outstanding amount of NCDs was reduced from H970 Million to H808.33 Million on September 21, 2023, H646.67 Million on December 21, 2023, and further reduced to H485.00 Million upon part principal redemptions. Accordingly, the face value of NCDs has been reduced to H0.50 Million as on March 31,2024.

The interest amounts on NCDs were paid by the Company on due dates and there was no instance of interest amount not claimed by the investors or not paid by the Company.

The Company has appointed MITCON Credentia Trusteeship Services Limited as the debenture trustee for the benefit of the debenture holders. The details of the Debenture Trustee are available on the Company’s website at https://hginfra.com/ investors-relation.html#btn-investor

The Company is exempted from the requirement to create a Debenture Redemption Reserve (DRR) on privately placed debentures. Therefore, the Company has not created a DRR.

DIVIDEND

The Company recommended/declared dividends as under:

Particulars	Financial Year 2024		Financial Year 2023
	Dividend per share (in J)	Dividend payout (Amount in J Million)	Dividend per Dividend payout share (in J) (Amount in J Million)
Final Dividend	1.50	97.76	1.25 81.46
Payout ratio	2%		2%
The aforesaid final dividend is being paid by the Company from its profits.

The payment of Rs. 1.50 (15%) per equity share of Rs. 10 each fully paid-up as final dividend for the financial year 2023-24 has been recommended by the Board, at its meeting held on May 08, 2024. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM”) of the Company.

No interim dividend declared by the Board during the aforesaid financial years.

The dividend recommended is in accordance with the Company’s Dividend Distribution Policy. In accordance with the provision of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the Dividend Distribution Policy is available on the Company’s website at https://hginfra.com/investors-relation.html#btn-policy

The Company declares and pays dividends in Indian rupees. The Company is required to pay/distribute dividends after deducting applicable withholding taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

The Dividend Distribution Policy (‘DD Policy’) sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or the utilisation of the retained profits earned by the Company. The Board of Directors of the Company, considering the business & financial parameters, internal and external factors as mentioned in the DD Policy, recommended the payment of final dividend of Rs. 1.50 (15%) per equity share of Rs. 10 each fully paid-up for the financial year 2023-24.

The details of dividends declared and paid by the Company for the last five years are disclosed in the Corporate Governance Report, which forms part of this report.

UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance with Sections 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, T ransfer and Refund) Rules, 2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to

the Fund established under sub-section (1) of section 125 of the Act i.e. Investor Education and Protection Fund.

During the financial year, the Company was not liable to transfer any unclaimed dividends and corresponding shares thereto to IEPF. The details of the unclaimed dividend amount lying with the Unpaid Dividend Account can be accessed on the Company’s website at https://hginfra.com/investors-relation.html#open and also submitted to the Ministry of Corporate Affairs (“MCA”) and with IEPF Authority. The same can also be accessed through the website of IEPF at www.iepf.gov.in

TRANSFER TO RESERVES

During the financial year, no amount was transferred to any of the reserves by the Company. The Total Other Equity (including securities premium and retained earnings) as on March 31, 2024, is H23,898.60 Million (on a Consolidated Basis) as against the Paid-up Capital of H651.71 Million.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

As per Section 186(11) of the Act, except Section 186(1), nothing contained in section 186 of the Act shall apply to any loan made, any guarantee given, or any security provided, or any investment made by a Company engaged in the business of providing infrastructural facilities. Since the Company is engaged in the business of Infrastructure & Construction, the criteria of section 186 are not applicable to the Company except sub-section (1) of Section 186 of the Act.

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31,2024, are set out in Note No. 43 to the Standalone Financial Statements of the Company.

DEPOSITS

During the financial year, the Company has not accepted deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PARTICULARS OF CONTRACT AND ARRANGEMENTS MADE WITH RELATED PARTIES

In accordance with the provisions of Section 188 of the Act and rules made thereunder, all the contracts/arrangements/ transactions entered by the Company during the year under review with Related Parties were on an arm’s length basis and in compliance with the applicable provisions. All related party transactions were approved by the Audit Committee as per the provisions of the Act and the Listing Regulations. The policy on related party transactions is available on the Company’s website at https://hginfra.com/investors-relation.html#btn-policy

The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Report. During the financial year, there are no material significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons and their relatives that may have a potential conflict with the interests of the Company at large.

During the financial year, the Company had entered material Related Party Contracts/ arrangements with wholly owned subsidiaries of the Company. The details of which are disclosed in Form AOC-2 as “Annexure-II”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis (‘MD & A’) Report is forming part of this Report.

BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Act and Securities and the Listing Regulations can be accessed on the Company’s website at https://hginfra.com/investors-relation.html#btn-policy

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report except the followings:

1) H.G. Chennai-Tirupati (II) Highway Private Limited has been incorporated as a wholly owned subsidiary as a Special Purpose Vehicle (SPV) on April 08, 2024 for domiciling a project allotted by National Highways Authority of India i.e. “Construction of Access Controlled Highway of 4 Lane with Paved Shoulders from TN/AP Border (Design Chainage km 61 51) to Puttur (Design Chainage Km 81 540) of NH-716 & 6 Lane with Paved Shoulders from Mallavaram (Design

Chainage Km 97 100) to Renigunta (Design Chainage Km 114 500) of NH-71 in Andhra Pradesh on Hybrid Annuity Mode under NH(O) (Project Length-37.43 km) (Chennai-Tirupati Package-II).

2) H.G. Solar Park Private Limited has been incorporated as a wholly owned subsidiary on April 23, 2024, for carrying on the business of Solar and related activities.

3) H.G. Jodhpur Solar Energy Private Limited has been incorporated as a wholly owned subsidiary on April 24, 2024, for domiciling a project for carrying on the business of Solar and related activities.

4) H.G. Solar Project Developer Private Limited has been

incorporated as a wholly owned subsidiary on April

24, 2024, for carrying on the business of Solar and related activities.

5) H.G. Green Hydrogen Power Private Limited has been

incorporated as a wholly owned subsidiary on April

24, 2024, for carrying on the business of Solar and related activities.

6) H.G. Solar Park Developer Private Limited has been

incorporated as a wholly owned subsidiary on April

26, 2024, for carrying on the business of Solar and related activities.

HUMAN RESOURCE DEVELOPMENT

The Company has demonstrated a strong growth trajectory over the years, propelled by its successful execution of infrastructure projects and a commitment to quality and timely delivery. This financial year presents new opportunities for growth and building a sustainable business landscape. To achieve organizational goals and create a great workplace, the HR department has identified the following focus areas:

• Strategical Talent Acquisition:

The experienced team is instrumental in civil execution works by ensuring the right people are brought in at the right time. The company''s core focus is to build a robust frontline team efficiently. The Company is in the process of collaborating with various institutions to recruit quality trainees.

• Workplace Culture and Employee Experience:

The Company is dedicated to fostering an inclusive and diverse culture that promotes collaboration, transparency, and open communication. Employee experience initiatives are prioritized, ensuring that employees feel valued, supported, and empowered in their roles.

• Managerial & Leadership Development Programs:

Managerial and leadership development programs are of utmost importance to the Company. These programs aim to nurture and enhance the skills and capabilities of

managers and leaders, enabling them to navigate complex challenges effectively and drive organizational success.

• Process Digitization & Automation

We ensure continuous improvement and innovation in our internal departmental processes by simplifying the workflows and enabling employees to focus on strategic and value-added tasks.

Prevention and redressal of sexual harassment policy, and disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH ACT”)

• Internal Complaints Committee (ICC):

The Company has instituted an Internal Complaints Committee (ICC) to redress and manage sexual harassment complaints in a timely manner. The Committee is chaired by a female employee employed at a senior level amongst the employees and has an external senior representative who is a subject matter expert. The Board is periodically updated on matters arising out of the policy/ framework and on certain incidents, if any.

• Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

The Company has zero tolerance towards sexual harassment and is committed to providing a safe environment for all. The Company’s policy is inclusive, irrespective of the gender or sexual orientation of an individual. It also includes situations around work from home scenarios.

To create awareness on this sensitive and important topic, training/awareness programs are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

Pursuant to the POSH Act, the details regarding the number of complaints received, disposed, and pending during the financial year, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	NIL
Number of complaints received during the financial year	NIL
Number of complaints disposed off during the financial year	NIL
Number of complaints those remaining unresolved at the end of the financial year	NIL

Particulars of Employee Remuneration

The directors would like to place on record their sincere appreciation for the contributions made by employees of the Company at all levels. The ratio of the remuneration of each

Director to the median employee’s remuneration including other details and the list of top 10 employees in terms of remuneration drawn in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in “Annexure-VI” to this Report. Other details as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available on the website of the Company, at https://hginfra.com/ investors-relation.html#btn-annual

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. A separate report on Corporate Governance together with a Certificate from the Practicing Company Secretary of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is forming part of this Report as “Annexure IV”.

A Certificate of the Managing Director / Chief Financial Officer of the Company in terms of the Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, also forming part of this Report.

Meetings of the Board

During the financial year, six (6) Board meetings were convened and duly held. The intervening gaps between the said meetings were in accordance with the provisions of the Act, relevant Rules made thereunder, Secretarial Standards issued by the Institute of Company Secretaries of India and provisions of the Listing Regulations.

The details of the Board meetings held during the financial year and the Directors’ attendance are given in the Report of Corporate Governance, which forms part of this Report as “Annexure IV.”

Directors and Key Managerial Personnel

The Board comprises highly experienced persons of repute and eminence. The Board has a good and diverse mix of Executive and Non-Executive Directors with the majority of the Board Members comprising Independent Directors. The Board composition is in conformity with the applicable provisions of the Act and the Listing Regulations, as amended from time to time. As on March 31,2024 and date of this Annual Report, the Board consists of 8 directors comprising of five (5) Independent Directors and three (3) Executive Directors. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business. The Board as part of its succession planning exercise, periodically reviews its composition to ensure that the

same is closely aligned with the strategy and long term needs of the Company.

The Board and Board’s Committees composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report, forming part of this Report.

• Appointment / Re-appointment

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Dinesh Kumar Goyal, Executive Director (DIN: 02576453), is liable to retire by rotation at the ensuing annual general meeting and being eligible has offered himself for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the SS-2 on General Meeting are given in the Notice of AGM, forming part of this Report.

During the financial year, Ms. Sharada Sunder (DIN: 07599164) and Ms. Monica Widhani (DIN: 07674403) were regularized as Directors (Independent) in the Extra Ordinary General Meeting of the shareholders held on May 04, 2023 for a first term of 5 (Five) consecutive years with effect from February 08, 2023 to February 07, 2028, who were appointed as an Additional Directors (Independent) in a board meeting dated February 08, 2023.

During the financial year, no Director of the Company has resigned.

Apart from above there were no changes made in the composition of the Board of the Company during the financial year.

• Independent Directors

In terms of Section 149 of the Act and the Listing Regulations, Mr. Ashok Kumar Thakur, Mr. Manjit Singh, Ms. Monica Widhani, Ms. Pooja Hemant Goyal, and Ms. Sharada Sunder are the Company’s Independent Directors as on March 31,2024 and as of the date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors have also confirmed that they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board believes that the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Act and the Listing Regulations and are independent of the management of the Company.

• Key Managerial Personnel

In terms of the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendments thereunder), the Key Managerial Personnel (“KMPs”) of the Company during the financial year were:

• Mr. Harendra Singh, Managing Director

• Mr. Vijendra Singh, Executive Director

• Mr. Dinesh Kumar Goyal, Executive Director

• Mr. Rajeev Mishra, Chief Financial Officer

• Ms. Ankita Mehra, Company Secretary

During the financial year, there were no changes to the KMP of the Company.

Committees of the Board

As of March 31, 2024, the Board had five statutory board committees: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Risk Management Committee and the Stakeholders Relationship Committee.

During the financial year, all recommendations made by the Board’s including the Audit Committee were approved by the Board.

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report, forming part of this report as “Annexure IV.”

Certificate from Practicing Company Secretaries

None of the Director of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified from being appointed or continuing as directors by the SEBI, MCA or any other such statutory authority.

The Company has received a certificate in this regard from M/s Deepak Arora & Associates (Firm Registration No. P2001RJ080000), Practicing Company Secretaries, which forms part of this Report.

Familiarization Programs for Independent Directors

The Company familiarizes its Independent Directors through various programs/presentations whenever a new Independent Director is appointed to the Board. Such programs/presentations provide an opportunity for the Independent Directors to interact with the Senior Management of the Company and help them

understand the Company’s strategies, operations, products, organization structure, market, and other relevant areas, etc.

New Independent Directors are provided with a copy of the Latest Annual Report, Code of Conduct, Memorandum and Articles of Association of the Company and the Code of Conduct for Prevention of Insider Trading. They are also made aware of their role, rights, and responsibilities at the time of their appointment

or reappointment through a formal appointment letter that also specifies the various terms and conditions of their engagement.

Regular updates on the key developments occurring in the Company are informed to Independent Directors from time to time.

Details of familiarization programmes imparted to the Independent Directors are given in the Report on Corporate Governance, which forms part of this Report as “Annexure IV.”

Criteria for determining qualifications, positive attributes and independence of a director

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee (“NRC”) has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications	Positive Attributes	Independence
The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.	Apart from the duties of directors as prescribed in the Act, the directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The directors are also expected to abide by the respective Code of Conduct as applicable to them	A director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

Annual evaluation of board performance and performance of its committees and directors

The Board has carried out an annual evaluation of its own performance, Board’s Committees, and individual directors (including Independent Directors) pursuant to the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking input from all the directors based on criteria such as the Board''s composition and structure, the effectiveness of Board processes, information and functioning, etc.

The Board evaluated the committees'' performance after seeking input from all the directors based on criteria such as committee composition, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contributions and inputs in meetings, etc.

In a separate meeting of independent directors, the performance of non-independent directors and the Board as a whole was evaluated. The Independent directors also evaluated the quality, quantity, and timeliness of the information flow between Company management and the Board, which is necessary for the Board to effectively and reasonably perform its duties. Additionally, the Chairman of the Board was also evaluated on key aspects of his role, taking into account the views of executive directors and non-executive directors in the aforesaid meeting.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

All directors responded through a structured questionnaire, based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India, the requirement of section 178 read with clause VII of schedule IV of the Act and the Guidance Note on Board Evaluation issued by the Institute of Company Secretaries of India (“ICSI”), about the performance of the Board, its Committees, Individual directors, and the Chairman.

The Board evaluation process was completed for the financial year 2023-24. The outcome of the performance evaluation was presented to the Board. The overall performance evaluation exercise was completed to the satisfaction of the Board. The Board deliberated on the outcome and agreed to take the necessary steps going forward.

For details of the previous year''s annual evaluation, please refer to the Annual Report for the financial year, which is accessed through https://hginfra.com/investors-relation.html#btn-annual

Policy on Directors’ Appointment & Remuneration

The Board on the recommendation of the Nomination and Remuneration Committee adopted a Policy on Nomination & Remuneration of Directors, Key Managerial Personnel, Senior Management and Other Employees, which, inter-alia, lays down the criteria for determining qualifications, positive attributes and independence of a director, appointment and

removal of Directors, Key Managerial Personnel and other Senior Management of the Company, along with the criteria for determination of their remuneration and evaluation and includes other matters, as prescribed under the provisions of Section 178 of the Act and the Listing Regulations.

The policy is available on the website of the Company at https:// hginfra.com/investors-relation.html#btn-policy

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Selection and Procedure for Nomination and Appointment of Directors

The Company has a Nomination and Remuneration Committee (“NRC”), which is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects an indepth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The role of the NRC encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a director’s appointment or re-appointment is required.

The NRC is also responsible for reviewing the profiles of potential candidates vis- a-vis the required competencies, undertaking a reference and due diligence and meeting potential candidates prior to making recommendations of their nomination to the Board. The appointee is also briefed about the specific requirements for the position including expert knowledge expected at the time of appointment.

Declaration regarding compliance by Board Members and Senior Management Personnel with the Company’s Code of Conduct

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is available on the website of the Company at https://hginfra.com/investors-relation.html#btn-policy. Pursuant to the Listing Regulations, a confirmation from the Chairman and Managing Director regarding compliance with the Code by all the Directors and Senior Management of the Company forming part of this Report.

Details with respect to the adequacy of internal financial controls with reference to the Financial statements

The Company has designed and implemented a process-driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5)(e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014. The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations.

It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time, and compliance is monitored by the internal audit function as per the audit plan.

The Company continues its efforts to align all its processes and controls with best practices. The Company uses SAP ERP Systems as a business enabler and to maintain its Books of Account. The transactional controls built into the SAP ERP systems ensure the appropriate segregation of duties, the appropriate level of approval mechanisms and the maintenance of supporting records. The systems, Standard Operating Procedures and controls, including manual controls, are reviewed by the Management.

The Company has in place adequate Internal Financial Controls regarding the Financial Statements commensurate with the size, scale, and complexity of its operations. The Company has appointed independent audit firms as Internal Auditors to observe the Internal Control system.

The Board of the Company have adopted various policies viz Policy on determining Material Subsidiary, Policy on Determination of Materiality of Events or Information, Vigil Mechanism/Whistle Blower Policy, Policy on Related Party Transactions, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons, Prevention of Sexual Harassment at Workplace, Policy on Corporate Social Responsibility Policy, Nomination and Remuneration Policy, Enterprise Risk Management Policy, Dividend Distribution Policy and other policies and procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has a robust management information system, which is an integral part of the control mechanism.

Significant and material orders

During the financial year, no significant or material orders were passed by the regulators, courts, or tribunals, which impacted the Company’s going concern status and future operations.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

Annual Report

The MCA and the SEBI has issued the circulars in relation to ‘relaxation from compliance with dispatching of physical copies of the Annual Report and the Notice convening the AGM.

Members who wish to have a physical copy may write to the Company Secretary of the Company at [email protected] or submit a written request to the Registered Office of the Company. In accordance with the aforesaid circulars, the web link of the Annual Report and the Notice convening the AGM of the Company is being sent in electronic mode only to members whose e-mail addresses are registered with the Company or the Depository Participant(s). Those members, whose email addresses are not registered with the Company or with their respective Depository Participant(s) and who wish to receive the Notice of the AGM and the Annual Report for the financial year ended March 31, 2024, can get their email addresses registered by following the steps as detailed in the Notice convening the AGM.

The Annual Report of the Company is available on the Company website at https://hginfra.com/investors-relation.html#btn-annual

Annual Return

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Act, the Annual Return as on March 31,2024, in Form MGT-7, is available on the Company''s website and can be viewed at https://hginfra.com/investors-relation.html#btn-annual. The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act.

Secretarial Standards

The Company has followed all applicable Secretarial Standards, issued by the Institute of Company Secretaries of India (ICSI).

Directors’ responsibility statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

• in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures from the same;

• they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to

give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the financial year ended March 31,2024;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS AND AUDIT REPORTS

Statutory Auditors

The shareholders of the Company have appointed M/s. Shridhar & Associates, Chartered Accountants (ICAI Firm Registration No. 134427W) as one of the Joint Statutory Auditors of the Company for the first term of 5 consecutive years at the AGM held on September 25, 2020 and M/S. M S K A & Associates, Chartered Accountants (Firm Registration No. 105047W), as Joint Statutory Auditors of the Company for the first term of 5 consecutive years at the AGM held on August 03, 2022.

During the financial year, there was no change in the statutory auditors of the Company.

Secretarial Auditors

M/s. Deepak Arora & Associates, Company Secretaries in Practice, (Firm Registration No. P2017RJ063900) have carried out the Secretarial Audit for the financial year ended March 31,2024.

During the financial year, there was no change in the secretarial auditors of the Company.

On the recommendation of the Audit Committee, the Board has appointed M/s. Deepak Arora & Associates, Company Secretaries in Practice, (Firm Registration No. P2001RJ080000) as Secretarial Auditors of the Company for the FY2024-25, as required under Section 204 of the Act and Rules thereunder.

Cost Records and Cost Audit

The Company has maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. Rajendra Singh Bhati & Co., Cost Accountants (Firm Registration No. 101983) have carried out the cost audit for the financial year.

The Board, on the recommendation of the Audit Committee, has re-appointed M/s. Rajendra Singh Bhati & Co., as Cost Auditors of the Company for conducting the audit of cost records for the financial year 2024-25 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The remuneration proposed to be paid to the Cost Auditor for the financial year 2024-25 is subject to ratification by the Company''s shareholders at the ensuing Annual General Meeting.

Internal Auditors

The Board has appointed M/s. Mahajan & Aibara Chartered Accountants LLP, (Firm Registration No. 105742W) as Internal Auditors for conducting Internal Audit for the financial year.

The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

On the recommendation of the Audit Committee, the Board has re-appointed M/s. Mahajan & Aibara Chartered Accountants LLP, (Firm Registration No. 105742W), as Internal Auditors of the Company for the financial year 2024-25.

Audit Reports

• The Joint Statutory Auditors’ Report for the financial year ended March 31,2024, does not contain any qualification, reservation or adverse remark or disclaimer. The Report is enclosed with the financial statements in this Annual Report;

• The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations is annexed as “Annexure-IV” to this Report.

• The Secretarial Audit Report issued by M/s. Deepak Arora & Associates, for the financial year ended March 31,2024, does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report is annexed as “Annexure-V (i)” to this Report;

• The Secretarial Auditors’ (Practicing company secretaries) certificate confirming compliance with conditions of corporate governance as stipulated under the Listing Regulations, for the financial year ended March 31,2024, forming part of this Report;

• The Secretarial Compliance Report issued by M/s. Deepak Arora & Associates, Practicing Company Secretaries, for financial year ended March 31, 2024, in relation to compliance of applicable SEBI Regulations/ circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations, is annexed as “Annexure-V (ii)” to this Report; and

• As per regulation 24A of the Listing Regulations, the Company is required to annex the secretarial audit report of its material unlisted subsidiaries to its directors’ report. The Secretarial Audit Report of the material subsidiary does not contain any qualification, reservation or adverse remark and the same is annexed herewith.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly constituted the CSR Committee, which is responsible for fulfilling the CSR objectives of the Company. The composition of the CSR committee is stated in the “Board Committees” section under “Corporate Governance Report. The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of the Company lays down the philosophy and approach of the Company towards its CSR commitment. The policy can be accessed on the website of the Company at https://hginfra.com/investors-relation.html#btn-policy

The Annual Report on Corporate Social Responsibility Activities of the Company is annexed as “Annexure-III” forming the part of this Report.

RISK MANAGEMENT

The Company has a well-defined risk management framework in place. The framework works across the Company’s operations. It ensures that risks are mitigated and that the business adheres to regulatory requirements and industry best practices when identifying, assessing, responding to, and monitoring risk.

The Company is exposed to market risk, credit risk and liquidity risk, as set out in Note No. 39 to the Standalone and Consolidated Financial Statements of the Company.

In terms of Regulation 21 of the Listing Regulations, the Board has constituted the Risk Management Committee (RMC). The composition of the RMC is in conformity with the Listing Regulations, with the majority of members being directors of the Company.

The RMC is responsible for oversight the overall risk management processes of the Company and ensuring that key strategic and business risks are identified and addressed by the management, including framing policy, identifying current and emerging risks, developing risk assessment and measurement systems, establishing policies, practices and other control mechanisms to manage risks. The detailed terms of reference of the Risk Management Committee is disclosed in the Corporate Governance Report annexed as “Annexure-IV” forming part of this report.

The Enterprise Risk Management Policy of the Company is available on the Company’s website at https://hginfra.com/investors-relation.html#btn-policy

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Company encourages an open and transparent system of working and dealing amongst its stakeholders. In accordance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company is required to establish a Vigil Mechanism for directors and employees to report genuine concerns. The Company has a Policy for the Prevention, Detection and Investigation of Fraud and Protection of Whistle Blowers (“the Whistle Blower Policy”), which also encourages its employees and various stakeholders to bring to the notice of the Company any issue involving compromise/ violation of ethical norms, legal or regulatory provisions, actual or suspected fraud etc., without any fear of reprisal, discrimination, harassment or victimisation of any kind. The Company investigates such

incidents when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is the Company’s Policy to ensure that no persons are victimised or harassed for bringing such incidents to the attention of the Company. Further details of the Vigil Mechanism/ Whistle Blower Policy of the Company are provided in the Report on Corporate Governance, forming part of this report. The Whistle Blower Policy is hosted on the Company’s website at https://hginfra.com/investors-relation.html#btn-policy

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are provided as under in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014:

Business Responsibility & Sustainability Reporting (BRSR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR’) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is annexed as “Annexure- VII” to this Report.

Environmental, Social and Governance (ESG)

The Company focus on steadfast on leveraging technology to battle climate change, conserving water and managing waste.

Particulars	Remarks
the benefits derived like product improvement, cost	The following benefits are derived:
reduction, product development or import substitution;	a)	Timely completion of the project as well as meeting the budgetary requirement are two critical areas where different techniques help to great extent.
	b)	Effective and accurate grading and excavation.
	c)	Reduction in operation cost of Asphalt production.
	d)	Data accuracy for better performance outcome and analysis.
	e)	Fuel optimization through dispense and level monitoring.
	f)	Use of alternative materials methods.
in case of imported technology (imported reckoned from	The Company uses below mentioned imported technology &
the beginning of the financial year)-	equipment in its business:
a) the details of technology imported;	a)	Soil stabilizer. (FY 2021-22)
b) the year of import;	b)	MOBA FLMS & FDMS for better fuel monitoring. (FY 2021-22)
	c)	Trimble 3D grade sensors. (FY 2021-22)
	d)	Tappet box for digitalization of log sheet. (FY2022-23)
	e)	Fuel Catalyst. (FY2022-23)
	f)	Tilt sensor for Tippers. (FY2022-23)
	g)	MOBA X-Site PRO 3D for Excavators. (FY2023-24)
c) whether the technology been fully absorbed; and	The following technology has been fully absorbed:
	a)	FLMS & FDMS.
	b)	Trimble 3D system; and
	c)	Initiatives in SAP for better Equipment operations & Maintenance tracking. (PM03, PM16, Codes & Catalogues)
d) if not fully absorbed, areas where absorption has not	The areas where complete absorption has not taken place:
taken place, and the reasons thereof;	a)	Tilt Sensor: Initial implementation ongoing at one project.
	b)	Increased haulage capacity through better Specification: initiative taken at one project.
	c)	Digitalization of log sheet for better Data accuracy: implementation started at 2 new projects for immediate execution.
	d)	MOBA X-Site PRO 3D for Excavators: Trail under progress at one project.
the expenditure incurred on Research and Development	During the financial year, the Company has not spent any amount towards research & development activity.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of foreign exchange earnings and outgo during the financial year are as follows:
Foreign Exchange Earnings	NIL
Foreign Exchange Outgo (Amount in H Million)	3.85

On the social front, Company’s emphasis is on the development of people, especially around digital skilling, improving diversity and inclusion, facilitating employee wellness and experience, delivering technology for good and energizing the communities it work in. The Company is also redoubling efforts to serve the interests of all its stakeholders, by leading through its core values and setting benchmarks in corporate governance. The Board instituted an ESG council to discharge its oversight responsibility on matters related to organization wide ESG initiatives, priorities, and leading ESG practices.

During the financial year, the outlook of the ratings has been changed from Stable to Positive for all above said ratings.

CONFLICT OF INTERESTS

Each director informs the Company on an annual basis about the Board and Committee positions he/she occupies in other companies, including Chairmanships, and notifies changes during the financial year. The Members of the Board avoid conflict of interest in the decision-making process while discharging their duties. The Members of the Board restrict themselves from any discussions and voting in transactions in which they have concerns or interests.

SHAREHOLDERS AND INVESTORS

The Company regularly interacts with its shareholders and investors through results announcements, annual reports, performance highlights, media releases, the Company’s website, and subject-specific communications. The AGM gives the shareholders an opportunity to communicate directly with the Board and Management. During this meeting, the Board engages with shareholders and answers their queries on various subjects.

The Company has a designated e-mail address for shareholders i.e. [email protected]

The Investor Relations team also interacts regularly with investors and analysts through quarterly results calls, one-on-one and group meetings, and participation in investor conferences.

Investor and Analyst Interactions in the financial year

ENVIRONMENT HEALTH AND SAFETY (EHS) PROTECTION

The Company is committed towards the well-being and protection of Health, Safety and the Environment through its EHS Policies, which are formulated in line with applicable laws and legal requirements connected with occupational Health, Safety, and Environment matters. Trainings are being provided

CREDIT RATING

The Company’s financial prudence is reflected in the strong credit rating ascribed by rating agencies. The table below depicts the Credit Rating profile as on March 31,2024:

Instrument	Rating Agencies	Current Rating
Long Term Credit	ICRA	ICRA AA- (Positive)
Short Term Credit	ICRA	ICRA A1 (Positive)
NCDs	ICRA	ICRA AA- (Positive)

Particulars	¦ |Q1 Q2 Q3 Q4 |	FY2023-24
Total interactions	1 2 1 1 |	5

to employees of the Company for the better awareness and implementation of EHS. The Company always ensures that a healthy and safe working environment is provided to all employees of the Company.

INSIDER TRADING CODE

The Company has instituted a mechanism to avoid Insider Trading and abusive self-dealing in the securities of the Company. In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘SEBI PIT Regulations’), the Company has established systems and procedures to prohibit insider trading activity and has framed the Code of Prohibition of Insider Trading (the “Code”). The Code of the Company prohibits the directors of the Company and other specified employees from dealing in the securities of the Company on the basis of any Unpublished Price Sensitive Information (UPSI), available to them by virtue of their position in the Company.

The objective of this Code is to prevent the misuse of any UPSI and prohibit any insider trading activity to protect the interests of the shareholders at large.

The Board of Directors of the Company has adopted the Code and formulated the Code of Practices and Procedures for Fair Disclosure in terms of the requirements of the SEBI PIT Regulations. The Company Secretary has been appointed as the Compliance Officer for ensuring implementation of the Code.

The Code is available on the website of the Company at https:// hginfra.com/investors-relation.html#btn-policy

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O)

Pursuant to Regulation 25(10) of the Listing Regulations, the Company has taken the Directors and Officers Liability Insurance (‘D & O Insurance’) policy for all the Directors, including Independent Directors, to indemnify them against any liability in respect of any negligence, default, misfeasance, breach of duty, or breach of trust for which they may be guilty in relation to the Company.

SUCCESSION PLANNING

The Nomination and Remuneration Committee of the Board oversees matters related to succession planning of the Board and Senior Management of the Company. The Company understands that sound succession planning is essential for the sustained growth of the Company.

Information about succession planning for the Board and Senior Management of the Company is given in the Nomination and Remuneration Policy, which is available on the Company’s website at https://hginfra.com/investors-relation.html#btn-policy

INDUSTRIAL RELATIONS

The Company’s business is dependent on infrastructure projects awarded by government authorities/ private authorities funded by governments or by international and multilateral development finance institutions. The Company, therefore, developed and maintained strategic alliances with other construction developers that undertake contracts for such infrastructure development projects and intends to continue to explore entering into Jointly Controlled Operations, consortia or sub-contract relationships for specific projects with certain of these contractors. In addition, the Company develop and maintain relationships and prequalified status with certain major clients and obtain a share of contracts from such clients.

OTHER DISCLOSURES

The Board states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year:

1) As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

2) As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

3) As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the Employees Stock Option Schemes;

4) Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries except sitting fees as entitled as a Non-Executive Directors in subsidiary companies;

5) Since the Company has not formulated any scheme of provision of money for the purchase of own shares by employees or by the trustee for the benefit of the employees in terms of Section 67(3) of the Act, no disclosures are required to be made;

6) There was no revision of financial statements and the Board’s Report of the Company during financial year;

7) There has been no change in the nature of business of the Company;

8) No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial along with their status as at the end of the financial year is not applicable; and

9) The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable for the financial year.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors would like to express their appreciation and thank the Government of India, the Governments of various states in India, and concerned Government departments and agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company, viz. clients, members, vendors, banks and other business partners, for the excellent support received from them during the financial and look forward to their continued support in future.

The Directors express their sincere appreciation to all company employees for their unstinted commitment and continued contribution.

---

Mar 31, 2022

Your Board of Directors (the "Board") have pleasure in presenting the 20th Annual Report on the business operations and financial performance of H.G. Infra Engineering Limited ("the Company" or "HGIEL") along with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31,2022 (the "Financial Year").

FINANCIAL RESULTS

The financial performance (standalone and consolidated) of the Company for the financial year ended on March 31,2022 is as follows-:

			(Amount in '' Millions)
	Standalone		Consolidated
	31.03.2022	31.03.2021	31.03.2022	31.03.2021
Revenue from operations	36,151.95	25,349.70	37,514.31	26,097.24
Other income	78.06	79.58	73.19	73.76
Total Income	36,230.01	25,429.28	37,587.50	26,171.00
Total Expenses	31,683.65	22,608.14	32,441.27	23,051.06
Profit / (loss) before tax	4,546.36	2,821.14	5,146.23	3,119.94
Tax Expense	1,158.76	711.54	1,345.87	753.40
Profit After Tax	3,387.60	2,109.60	3,800.36	2,366.54
Other comprehensive income net of tax	(14.14)	(3.53)	(14.14)	(3.53)
Total Comprehensive Income for the period	3,373.46	2,106.07	3,786.22	2,363.01
EPS (Basic and Diluted) (Amount in '')	51.98	32.37	58.31	36.31

REVIEW OF OPERATIONS/STATE OF AFFAIRS OF THE COMPANY

There has been no change in the nature of business of your Company during the year under review.

At Standalone level, the Revenue from Operations increased to '' 36,151.95 Million as against '' 25,349.70 Million in the previous year, recording an increase of 42.61%. The Net Profit before Tax amounted to '' 4,546.36 Million as against '' 2,821.14 Million in the previous year, recording an increase of 61.15%. The Net Profit for the year amounted to '' 3,387.60 Million against '' 2,109.60 Million reported in the previous year, recording an increase of 60.58% and total comprehensive income for the period amounted to '' 3,373.46 Million as against '' 2,106.07 Million in the previous year, recording an increase of 60.18%.

At Consolidate level, the Revenue from Operations increased to '' 37,514.31 Million as against '' 26,097.24 Million in the previous

year, recording an increase of 43.75%. The Net Profit before Tax amounted to '' 5,146.23 Million as against '' 3,119.94 Million in the previous year, recording an increase of 64.95%. The Net Profit for the year amounted to '' 3,800.36 Million against '' 2,366.54 Million reported in the previous year, recording an increase of 60.59% and total comprehensive income for the year amounted to '' 3,786.22 Million as against '' 2,363.01 Million in the previous year, recording an increase of 60.23%.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company for the year under review.

INFORMATION ABOUT HOLDING / SUBSIDIARIES / JOINTLY CONTROLLED OPERATIONS / ASSOCIATE COMPANY

The Company does not have any Holding and Associate Company as on March 31, 2022.

During the year under review the following new Companies have been incorporated as the wholly owned subsidiary of the Company:

Name of Wholly Owned Subsidiary	Date of Incorporation
H.G. Raipur Visakhapatnam AP-1 Private Limited	August 19, 2021
H.G. Khammam Devarapalle PKG-1 Private Limited	October 17, 2021
H.G. Khammam Devarapalle PKG-2 Private Limited	October 17, 2021
H.G. Raipur Visakhapatnam OD-6 Private Limited	November 22, 2021
H.G. Raipur Visakhapatnam OD-5 Private Limited	November 24, 2021

Except above there are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the financial year.

As on March 31,2022, your Company has nine (9) wholly owned subsidiaries (the "subsidiaries") and 3 (three) Jointly Controlled Operations.

In terms of the Company''s Policy on determining "material subsidiary", during the financial year ended March 31, 2022, H.G. Ateli Narnaul Highway Private Limited and H.G. Rewari Ateli Highway Private Limited were determined as the material subsidiaries whose income exceeds 10% of the consolidated income of the Company in the immediately preceding financial year together with existing material subsidiary i.e. Gurgaon Sohna Highway Private Limited. The Policy for determining material subsidiary company, as approved, can be accessed on the Company''s website at the link https://www.hginfra.com/investors-relation.html#btn-gover.

The Company is in compliance with regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"). The Company''s unlisted material subsidiaries undergone Secretarial Audit, and also form part of this Annual Report. The Secretarial Audit Reports of all SPVs does not contain any qualification, reservation or adverse remark except the Secretarial audit report of H.G. Rewari Ateli Highway Private Limited which contains the qualification of delay in filing of e-Form MGT-14.

The Company monitors performance of subsidiary companies, inter alia, by the following means:

a) financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by the Company''s Audit Committee;

b) minutes of Board meetings of subsidiary companies are placed before the Company''s Board regularly;

c) a statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company''s Board; and

d) presentations are made to the Company''s Board on business performance of major subsidiaries of the Company by the senior management.

During the year under review, the Board of Directors (the "Board") also reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the "Act") the Company has prepared the Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a Statement containing salient features of the performance and financial positions of the Subsidiaries and Jointly Controlled Operations, in the prescribed format AOC-1, pursuant to Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as "Annexure-I" to this Report.

In accordance with Section 136(1) of the Companies Act, 2013, the Annual Report of your Company containing inter alia, Financial Statements including consolidated financial statements, has been placed on the website of the Company at https://www. hginfra.com/investors-relation.html#btn-quart.

Further, the financial statements of the subsidiaries have also been placed on the website of the Company at https://www. hginfra.com/investors-relation.html#btn-quart.

Details of Wholly Owned Subsidiaries

A. Gurgaon Sohna Highway Private Limited (GSHPL)

GSHPL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a project allotted by National Highways Authority of India i.e. "Construction of Six laning and strengthening of new NH- 248A from existing km 11 682 to existing km. 24 400 in the state of Haryana Package-2: Existing Ch. Km 11 682 to km 24 400 (Design Ch. km 9 282 to km 22 000) under NHDP Phase IV on Hybrid Annuity Mode."

During the year under review, GSHPL has achieved Total Income of '' 1,786.22 Million against '' 1,582.21 Million reported in previous year and earned Net Profit after Tax of '' 175.09 Million against '' 122.29 Million reported in previous year.

B. H.G. Rewari Ateli Highway Private Limited (HGRAHPL)

HGRAHPL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a project allotted by National Highways Authority of India i.e. "Upgradation of Four Lane of Rewari-Ateli Mandi Section of NH-11 from km 11.780 at Rewari to Ex. Km 43.445 near Ateli Mandi (designed length 30.45 km) as Feeder Route Pkg-III in the State of Haryana on Hybrid Annuity Mode."

During the period under review, HGRAHPL has achieved Total Income of '' 2,127.92 Million against '' 2,500.95 Million reported in previous year and earned Net Profit after Tax of '' 80.28 Million against '' 46.98 Million reported in previous year.

C. H.G. Ateli Narnaul Highway Private Limited (HGANHPL)

HGANHPL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a project allotted by National Highways Authority of India i.e. "Construction of proposed Narnaul Bypass (design length 24.0 km) & Ateli Mandi to Narnaul Section of NH-11 from km 43.445 to km 56.900 (design length 14.0 km) as an Economic Corridor & Feeder route Pkg-II in the State of Haryana on Hybrid Annuity Mode."

During the year under review, HGANHPL has achieved Total Income of '' 3,476.32 Million against '' 4,685.67 Million reported in previous year and earned Net Profit after Tax of '' 100.01 Million against '' 85.64 Million reported in previous year.

D. H.G. Rewari Bypass Private Limited (HGRBPL)

HGRBPL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a project allotted by National Highways Authority of India i.e. "Construction of proposed Rewari Bypass (NH-11) as Feeder Route in Rewari District in the State of Haryana (Design length-14.40 km) on Hybrid Annuity Mode."

During the year under review, HGRBPL has achieved Total Income of '' 1,909.51 Million against '' 643.62 Million and earned Net Profit after Tax of '' 57.14 Million against '' 3.07 Million reported in previous year.

E. H.G. Raipur Visakhapatnam AP-1 Private Limited (HGRVAP-1PL)

HGRVAP-1PL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a project allotted by National Highways Authority of India i.e. "Development of Six Lane Aluru-Jakkuva section of NH-130-CD Road from km 365 033 to km 396 800 under Raipur-Visakhapatnam Economics Corridor in the state of Andhra Pradesh on Hybrid Annuity Mode (HAM) [Package-1(AP)]."

During the year under review, HGRVAP-1PL has achieved Total Income of '' 201.80 Million and earned Net Profit after Tax of '' 2.05 Million.

F. H.G. Khammam Devarapalle Pkg-1 Private Limited (HGKDP-1PL)

HGKDP-1PL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a project allotted by National

Highways Authority of India i.e. "Construction of 4 lane Access Controlled New Greenfield Highway Section of NH-365BG (Khammam-Devarapalle) of length 33.604 km from Thallampadu village to Somavaram village (Design Ch. Km 0 000 to km 33 604) under Inter Corridor Route under Bharatmala Pariyojana, on Hybrid Annuity mode in the state of Telangana (Package-I)."

During the year under review, HGKDP-1PL has achieved Total Income of '' 0.42 Million and recorded Net Loss after Tax of '' 0.42 Million.

G. H.G. Khammam Devarapalle Pkg-2 Private Limited (HGKDP-2PL)

HGKDP-2PL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a project allotted by National Highways Authority of India i.e. "Construction of 4 lane Access Controlled New Greenfield Highway Section of NH-365BG (Khammam-Devarapalle) of length 29.513 km from Somavaram village to Chintagudem village (Design Ch. Km 33 604 to km 63 117) under Inter Corridor Route under Bharatmala Pariyojana on Hybrid Annuity mode in the state of Telangana (Package-II)."

During the year under review, HGKDP-2PL has achieved Total Income of '' 0.42 Million and recorded Net Loss after Tax of '' 0.43 Million.

H. H.G. Raipur Visakhapatnam OD-6 Private Limited (HGRVOD-6PL)

HGRVOD-6PL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a project allotted by National Highways Authority of India i.e. "Development of Six Lane Baunsaguar-Baraja Section of NH-130-CD Road from km 293 000 to km 338 500 under Raipur-Visakhapatnam Economics Corridor in the state of Odisha on Hybrid Annuity Mode [Package- OD-6]."

During the year under review, HGRVOD-6PL has achieved Total Income of '' 0.29 Million and recorded Net Loss after Tax of '' 0.51 Million.

I. H.G. Raipur Visakhapatnam OD-5 Private Limited (HGRVOD-5PL)

HGRVOD-5PL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a project allotted by National Highways Authority of India i.e. "Development of Six Lane Kaliagura-Baunsaguar Section of NH-130-CD Road from km 249 000 to km 293 000 under Raipur-Visakhapatnam Economics Corridor in the state of Odisha on Hybrid Annuity Mode [Package- OD-5]."

During the year under review, HGRVOD-5PL has achieved Total Income of '' 0.50 Million and recorded Net Loss after Tax of '' 0.47 Million.

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the financial year ended March 31,2022, presented by the Company include the financial statements of its subsidiary companies and Jointly Controlled Operations. The Consolidated Financial Statements of the Company prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards forms an integral part of this Annual Report.

BUSINESS OVERVIEW

During the financial year your Company won following orders:

• Development of Six Lane project at Karala-Kanjhawala in the state of Delhi on EPC Mode from National Highway Authority of India (the "NHAI") valued at '' 12,438 Million.

• Development of Six Lane project at Kaliagura - Baunsaguar in the state of Odisha on Hybrid Annuity Mode from NHAI valued at '' 12,850 Million.

• Development of Six Lane project at Baunsaguar-Baraja in the state of Odisha on Hybrid Annuity Mode from NHAI valued at '' 9,550 Million.

• Development of Six Lane project at Neelmangala-Tumkur including Tumkur Bypass Section in the state of Karnataka on EPC Mode from NHAI valued at '' 8,441 Million.

Taking all these projects into count, the total order inflow for the financial year was '' 43,279 Million. All four orders were awarded by NHAI. Out of all orders received during the financial year, two orders were on Hybrid Annuity Mode and two orders were on EPC mode.

Order book as on March 31, 2022 stood at '' 79,729 Million and out of the total order book, 92% are government contracts and 8% are from private clients.

Projects Completed during the financial year 2021-22

During the financial year, your Company has received the provisional completion certificates for following projects:

Rewari- Ateli Mandi : Upgradation of Four laning of Rewari-Ateli Mandi Section of NG-11 from km 11.780 at Rewari to Ex. Km 43.445 near Ateli Mandi (designed length 30.45 km) in the State of Haryana on Hybrid Annuity mode amounting '' 4,838 Million.

Gurgaon Sohna : Six laning and strengthening of new NH248A from exisiting km. 11 682 to km. 24 400 (design Ch. From km. 9 282 to km 22 000) under NHDP Phase IV in the State of Haryana on Hybrid Annuity mode amounting '' 5,150 Million.

Narnaul Bypass : Construction of Narnaual Bypass (Design length 24.00 km) & Ateli Mandi to Narnaul section of NH-11 from km 43.445 to km 56.900 (Design Length 14.00 km) as an economic corridor- feeder route Pkg-II in the State of Haryana on Hybrid Annuity Mode amounting '' 8,010 Million.

Banar- Bhopalgarh- Kuchera: Development & Upgradation of Banar- Bhopalgarh- Kuchera Highway (SH-63) Km 0 to 126.500 under RSHDP -II, in the State of Rajasthan on Engineering, Procurement & Construction (EPC) Mode amounting '' 2,070 Million.

Morshi- Chandur Bazar- Achalpur (Maharashtra):

Rehabilitation and up-gradation of Morshi-Chandur-

BazarAchalpur Section From Km. 0 000 To Km. 53 719 (approx. Total 53.72) in the state of Maharashtra on Engineering, Procurement & Construction (EPC) Mode amounting '' 2380 Million.

Jodhpur-Marwar: Development and Upgradation of Jodhpur - Marwar Junction- Jojawar Section of SH-61 & 61A Length 119.095 km. (Package no. WB/RSHDP II / EPC/03) in the state of Rajasthan on Engineering, Procurement & Construction (EPC) Mode amounting ? 3,040 Million.

YEAR AHEAD AND PROSPECTUS

Your Company currently has a strong order book in excess of '' 79,729 Million, leading to a clear visibility in future. Your Company continues to work towards strengthening and improving the order book going forward. The present order book and the opportunities in the infrastructure space give good visibility towards a sustainable and profitable growth going forward. Continuous thrust on using latest technologies and better processes would ensure further improvement of margin going forward.

NON-CONVERTIBLE DEBENTURES (NCDs)

During the financial year under review, your Company has raised capital though allotment of 970 Rated, Listed, Senior, Secured, Redeemable, Non- Convertible Debentures("NCDs") on December 21, 2021 on a private placement basis, having face value of '' 1 Million each, issued at par, aggregating to '' 970 Million.

These NCDs are listed on Wholesale Debt Segment Market at BSE Limited (ISIN: INE926X07017) where, the equity shares of the Company are also listed.

The Company has appointed Mitcon Credentia Trusteeship Services Limited as the debenture trustee for the benefit of the debenture holders. The details of Debenture Trustee are available on the Company''s website i.e. https://hginfra.com/investors-relation.html#open.

DIVIDEND

The Board of your Company at its meeting held on May 23, 2022, has recommended payment of '' 1/- (Rupee One only) (@10%) per equity share of the face value of '' 10/- (Rupees Ten only) each as final dividend for the financial year ended March 31, 2022. The payment of final dividend is subject to the approval of the shareholders at the ensuing 20th Annual General Meeting (AGM) of the Company. If approved, the total outgo on account of the dividend on existing equity capital would be '' 65.71 Million.

There was no interim dividend declared during the financial year.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Company''s website: https://www.hginfra.com/investors-relation. html#btn-gover and also forms part of the Annual Report as "Annexure-II".

The details of dividend declared and paid by the Company for the last five years is disclosed in the Corporate Governance Report forming part of this report.

UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125 of the Act i.e. Investor Education and Protection Fund.

During the financial year, the Company was not liable to transfer any unclaimed dividends and corresponding shares thereto to IEPF. The Company has also uploaded the details of unclaimed dividend amount lying with the Unpaid Dividend Account on its website and can be viewed at https://www.hginfra.com/ investors-relation.html#open and also submitted with Ministry of Corporate Affairs ("MCA") and with IEPF Authority and the same can be accessed through the website: www.iepf.gov.in.

TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves by the Company. The Total Other Equity (including securities premium and retained earnings) as on March 31, 2022 is '' 13,708.04 Million (on Consolidate Basis) as against the Paid- up Capital of '' 651.71 Million.

DEPOSITS

During the financial year ended March 31, 2022, the Company has not accepted deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 and the Rules framed there under and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and operating effectively during the financial year 2021-22.

Pursuant to Section 134 of the Companies Act, 2013, the Directors of the Company state that:

i. i n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CAPITAL STRUCTURE OF THE COMPANY

The Current Capital Structure of the Company is given below:

Authorized Capital:

The Authorised Capital of the Company is '' 80,00,00,000/-(Rupees Eighty Crore Only) divided into '' 8,00,00,000 (Eight Crore) Equity Shares of face vale of '' 10/- (Rupees Ten only) each.

Issued Capital:

The Issued Capital of the Company is '' 65,17,11,110/- (Rupees Sixty-Five Crore Seventeen Lakh Eleven Thousand One Hundred Ten Only) divided into '' 6,51,71,111 (Six Crore Fifty-One Lakh Seventy-One Thousand One Hundred Eleven) Equity Shares of '' 10/- (Rupees Ten only) each.

Subscribed & Paid-up Capital:

The Subscribed & Paid up Capital of the Company is '' 65,17,11,110/- (Rupees Sixty-Five Crore Seventeen Lakh Eleven Thousand One Hundred Ten Only) divided into '' 6,51,71,111 (Six Crore Fifty-One Lakh Seventy- One Thousand One Hundred Eleven) Equity Shares of face value of '' 10/- (Rupees Ten only) each.

During the financial year 2021-22, there was no change in the capital structure of the Company.

ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on March 31,2022 is available on website of the Company and can be viewed at http://www.hginfra.com/investors-relation. html#btn-annual. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

The members of the Company''s Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/

Committee meetings are convened by giving appropriate notice well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board''s/ Committee''s approval is taken by passing resolutions through circulation or by calling Board/ Committee meetings at short notice, as permitted by law.

The Directors / Members are provided with appropriate information in the form of agenda items in a timely manner, to enable them to deliberate on each agenda item and make informed decisions and provide appropriate directions to the Management in this regard.

The Board of Directors of the Company comprises of six Directors, consisting of three Independent Directors (including one Women Director) and three Executive Directors including two Whole Time Directors and one Managing Director as on March 31,2022 who brings in a wide range of skills and experience to the Board.

The composition of Board of the Company as on March 31,2022 is as under:

Name of Director	Designation	DIN
Harendra Singh	Managing Director	00402458
Vijendra Singh	Whole-time Director	01688452
Ashok Kumar Thakur	Independent Director	07573726
Pooja Hemant Goyal	Independent Director	07813296
Onkar Singh	Independent Director	07853887
Dinesh Kumar Goyal	Executive Director	02576453

During the Financial Year 2021-22 there is no change in the Directors of the Company.

Details of Composition of the Board and its Committees, Category, Attendance of Directors at Board Meetings and Committees meetings and last Annual General Meeting, number of other directorships and other committee memberships are given in the Corporate Governance Report forming part of this report as "Annexure V".

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

During the financial year, the Company has taken consent from members of the company in the Annual General Meeting held on 06.09.2021 to re-appoint Mr. Harendra Singh (DIN: 00402458) as Managing Director (''MD'') and Vijendra Singh (DIN: 01688452) as a Whole Time Director (''WTD'') of the Company for a period of five consecutive years commencing from May 15, 2022 to May 14, 2027.

Further Mr. Ashok Kumar Thakur (DIN: 07573726) was appointed as an independent director of the company for the first term of

five years effective May 15, 2017. His office of directorship is due for retirement on May 14, 2022. After taking into account the performance evaluation of his first term of five years and considering the knowledge, acumen, expertise, experience and the substantial contribution, the company has taken consent from members of the company in the Annual General Meeting held on 06.09.2021 to reappoint Mr. Ashok Kumar Thakur as an Independent Director of the company for a second term of five consecutive years commencing from May 15, 2022 to May 14, 2027.

After the closing of financial year 2021-22, the Board, on 13th May 2022, based on the recommendations of Nomination and Remuneration Committee (NRC), appointed Mr. Manjit Singh (DIN: 02759940) as an Additional Director (Non-executive Independent) of the Company, not liable to retire by rotation, for a first term of five (5) years commencing with effect from May 13, 2022 up to May 12, 2027 and recommend such appointment for approval of the Members by way of a Ordinary Resolution at the ensuing 20th AGM of the Company.

Accordingly, Members'' approval is being sought at the ensuing 20th AGM for such appointment.

WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, Your Company has complied with the requirement of having at least one-Woman Independent Director on the Board of the Company i.e. Ms. Pooja Hemant Goyal (DIN: 07813296).

Further, the Board, on May 13, 2022, based on the recommendations of Nomination and Remuneration Committee (NRC) and pursuant to her performance evaluation as a Member of the Board, re-appointed her as Independent Director of the Company, not liable to retire by rotation, for a second term of three (3) consecutive years commencing with effect from May 15, 2022 up to May 14, 2025 and recommend such re-appointment for approval of the Members by way of a Special Resolution at the ensuing 20^th AGM of the Company.

Accordingly, Members'' approval is being sought at the ensuing 20th AGM for such re-appointment.

The details of meeting of Independent Director and Criteria for Evaluation of Independent Directors and the Board are explained in the Corporate Governance Report forming part of this report as "Annexure V".

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act and as per the Article of Association of the Company, Mr. Harendra Singh (DIN 00402458) Managing Director of the Company is

liable to retire by rotation at the ensuing 20th Annual General Meeting of the Company and being eligible offer himself for reappointment.

DECLARATION FROM DIRECTORS

Your Company having three (3) Independent Directors which are in accordance with the requirement of Listing Regulation as well as under the Act.

The Company has received necessary declaration from all the Independent Directors to the effect that (i) they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations and there has been no change in the circumstances affecting their status as independent directors of the Company; (ii) They have registered themselves with the Independent Director''s Database maintained by the IICA.

In the opinion of the Board, they fulfil the conditions specified in the Act and Rules made thereunder for the appointment as Independent Directors and are Independent of the Management.

The Independent Directors have complied with the Code applicable for Independent Directors as stipulated under schedule IV of the Act.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that Independent directors of the company fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

KEY MANAGERIAL PERSONNEL

Mr. Harendra Singh (Managing Director), Mr. Vijendra Singh (Whole Time Director), Mr. Dinesh Kumar Goyal (Whole Time Director), Mr. Rajeev Mishra (Chief Financial Officer) and Ms. Ankita Mehra (Company Secretary cum Compliance Officer) are the Key Managerial Personnel of the Company.

During the year under review, there were no changes to the Key Managerial Personnel of the Company.

COMMITTEES OF THE BOARD

As on March 31,2022, the Board has following committees which have been constituted in compliance with the requirements of the business and relevant provisions of the applicable laws and statutes:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders'' Relationship Committee;

4. Corporate Social Responsibility (CSR) Committee;

5. Finance Committee;

6. Management Committee;

7. Risk Management Committee;

8. Debenture Committee;

9. Fund Raising Committee;

During the year under review, all recommendations made by above committees were approved by the Board.

A detailed note on the composition of the Board and its committees, including its terms of reference, number of meetings and attendance during the financial year is provided in the Corporate Governance Report. The composition and terms of reference of all the Committee(s) of the Board of the Company is in line with the provisions of the Act and Listing Regulations.

NUMBER OF MEETINGS OF BOARD

During the year under review, Four Board meetings were convened and duly held. The intervening gap between the said meetings were in accordance with the provisions of the Act, relevant Rules made thereunder, Secretarial Standards Issued by the Institute of Company Secretaries of India and provisions of Listing Regulations.

The details of the meetings of the Board of the Company held and attended by the Directors during the financial year are given in the Corporate Governance Report which forms part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS

Your Company conducted a separate meeting of Independent Directors on August 04, 2021 without the presence of the NonIndependent Directors and members of Management of the Company.

At the said meeting, the Independent Directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board and its committees, governance, compliance and performance of Non-Independent Directors, the Board as a whole and of the Chairman.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014. The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.

Your Company uses SAP ERP Systems as a business enabler and to maintain its Books of Account. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The information Management Policy reinforces the control environment. The systems, Standard Operating Procedures and controls including manual controls are reviewed by Management.

Your Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

The Company has appointed independent audit firms as Internal Auditors to observe the Internal Control system.

The Board of the Company have adopted various policies viz Policy on determining Material Subsidiary, Policy on Determination of Materiality of Events or Information, Whistle Blower Policy, Policy on Related Party Transactions, Policy on Prohibition of Insider Trading, Policy on Prevention of Sexual Harassment at Workplace, Policy on Corporate Social Responsibility, Nomination and Remuneration Policy, Risk Management Policy, Dividend Distribution Policy and other policies and procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of Regulation 25(7) of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company needs to formally arrange Induction or Familiarisation Programme for Independent Directors to familiarise them with their role, rights and responsibility as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

The Company has an orientation process/familiarization programme for its independent directors that includes:

a) Briefing on their role, responsibilities, duties, and obligations as a member of the Board.

b) Nature of business and business model of the Company, Company''s strategic and operating plans.

c) Matters relating to Corporate Governance, Code of Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc.

The Company believes that a Board, which is well informed/ familiarised with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders'' aspirations and societal expectations.

In pursuit of this and as part of ongoing training, the Company schedules meetings of business heads and functional heads with the Independent Directors. During these meetings, comprehensive presentations are made on the various aspects such as Company''s business models, growth and performance, new business strategies and initiatives by risk minimization procedures, etc. These meetings also facilitate Independent Directors to provide their inputs and suggestions on various strategic and operational matters directly to the business and functional heads.

As required under Regulation 46(2)(i) of the Listing Regulations, the details of familiarization programmes conducted during financial year is also put on the Company''s website and the same can be accessed at https://www.hginfra.com/investors-relation. html#btn-gover.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee ("NRC") has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications-The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence- A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The Board has carried out an annual evaluation of its own performance, Board Committees, and individual Directors (including independent Directors) pursuant to the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of Nomination and Remuneration Committee ("NRC") had one- on-one meetings with the Executive and Non-Executive, Non- Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated. The Independent Directors in the said meeting

During the year under review, ICRA limited has revised the assigned long-term credit rating from ICRA A to ICRA A . ICRA has also reaffirmed the Short-term rating at ICRA A1. Further, during the year, ICRA has assigned credit rating ICRA A for nonconvertible debentures.

VIGIL MECHANISM / WHISTLE BLOWER

The Company believes in conducting its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to develop a culture, which provides a platform to Directors and employees to raise concerns about any wrongful conduct.

Pursuant to Section 177 (10) of the Act and Regulation 22 of the Listing Regulations, the Company has established Vigil /Whistle Blower Mechanism to encourages Directors and employees to bring to the Company''s attention, instances of unethical behaviour, and actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact the Company''s operations, business performance and / or reputation.

Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is the Company''s Policy to ensure that no persons are victimised or harassed for bringing such incidents to the attention of the Company.

also evaluated the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Additionally, the Chairman of the Board was also evaluated on key aspects of his role, taking into account the views of executive directors and non-executive directors in the aforesaid meeting.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Directors expressed their satisfaction with the performance and evaluation process.

For details of previous year Annual Evaluation, please refer to the Annual Report for the Financial Year 2021-22, which is accessed through https://www.hginfra.com/investors-relation. html#btn-annual.

CREDIT RATING

Your Company''s financial prudence is reflected in the strong credit rating ascribed by rating agencies. The Table below depicts the Credit Rating profile:

Instrument	Rating Agencies	Current Rating
Long Term Credit	ICRA	ICRA A
Short Term Credit	ICRA	ICRA A1
NCDs	ICRA	ICRA A

The practice of the Whistle Blower /Vigil Mechanism is overseen by the Audit Committee and the company affirms that no personnel has been denied direct access to the Chairman of the Audit Committee. The Policy is available on the Company''s website and the same can be accessed at https://www.hginfra. com/investors-relation.html#btn-gover.

NOMINATION & REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee adopted a Policy on Nomination & Remuneration for Directors, Key Managerial Personnel, Senior Management and Other Employees, which, inter-alia, lays down the criteria for determining qualifications, positive attributes and independence of a director, appointment and removal of Directors, Key Managerial Personnel and other Senior Management of the Company, along with the criteria for determination of their remuneration and evaluation and includes other matters, as prescribed under the provisions of Section 178 of the Act and the Listing Regulations. The policy is available on our website and the same can be accessed at https://www. hginfra.com/investors-relation.html#btn-gover.

We affirm that the remuneration paid to the directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company.

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Company has a Nomination and Remuneration Committee ("NRC") which is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects an indepth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The role of the NRC encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a director''s appointment or re- appointment is required. The NRC is also responsible for reviewing the profiles of potential candidate''s vis- a-vis the required competencies, undertake a reference and due diligence and meeting of potential candidates prior to making recommendations of their nomination to the Board. The appointee is also briefed about the specific requirements for the position including expert knowledge expected at the time of appointment.

During the year, all recommendations made by the Nomination and Remuneration Committee were approved by the Board.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In accordance with the provisions of Section 188 of the Act and rules made thereunder, all the contracts/arrangements/

The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2022, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in "Annexure-IV" to this report.

RISK MANAGEMENT

The Company has a well-defined risk management framework in place. The risk management framework works across Company''s operations and the company continues to develop a robust and dynamic risk management framework, which ensures that risks are mitigated, and that the business adheres to both regulatory requirements and industry best practices when identifying, assessing, responding to and monitoring risk.

The Company is exposed to market risk, credit risk, liquidity risk, regulatory risk, human resource risk and commodity price risk as follows:

(a) Market Risk: -

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk interest rate risk and currency risk. Financial instruments affected by market risk include borrowings, trade and other payables, security deposit, trade and other receivables, deposits with banks etc.

1. Interest rate risk: - The Company''s activities exposed to interest rate risk. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company dynamically manages interest rate risks through a mix of fund-raising products and investment products across maturity profiles and currencies within a robust risk management framework.

2. Foreign currency risk: - Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates is very less and relates primarily to the Company''s creditors for capital expenditures. The Company''s foreign currency risks are identified, measured and managed at periodic intervals in accordance with the Company''s policies.

(b) Credit Risk: -

Credit risk on trade receivables and unbilled work-in progress is limited as the customers of the Company mainly consists of the government promoted entities and some large private corporates having a strong credit worthiness. The Company takes into account available external and internal credit risk

transactions entered into by the Company during the year under review with Related Parties were on an arm''s length basis and in the ordinary course of business.

The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report.

During the year under review, there are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large.

During the year under review, your Company had entered into Material Related Party Contracts/ arrangements with wholly owned subsidiaries of your Company. These contracts / arrangements too were in the ordinary course of business of your Company and were on arm''s length basis, details of which, as required to be provided under Section 134(3)(h) of the Act are disclosed in Form AOC-2 as "Annexure-III" and forms part of this Annual Report.

A list of all related party transactions is placed before the Audit Committee as well as the Board. The Audit Committee has granted omnibus approval for related party transactions as per the provisions of the Act and the Listing Regulations. The Board has adopted revised policy on related party transactions and the same is available on the Company''s website at https://www. hginfra.com/investors-relation.html#btn-gover.

The Company in terms of Regulation 23 of the Listing Regulations submits within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at https://www.hginfra.com/investors-relation.html#btn-gover.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a CSR Committee, which comprises of executives and non-executive directors as its members. The company has re-constituted the CSR Committee on May 12, 2021.

As a part of its initiatives under "Corporate Social Responsibility" the Company has framed the Corporate Social Responsibility Policy (CSR Policy) in terms of which the Company has undertaken various projects in the areas of Promoting Health Care, Promoting Education, Rural Development, Disaster Relief, etc. The Company''s CSR Policy is available on its website and the same can be accessed at https://www.hginfra.com/investors-relation.html#btn-gover.

factors such as credit ratings from credit rating agencies, financial condition, ageing of accounts receivable and the Company''s historical experience for customer.

(c) Liquidity Risk: -

Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. The Company constantly monitors the liquidity levels, economic and capital market conditions and maintains access to the lowest cost means of sourcing liquidity through banking lines, trade finance and capital markets. In addition, processes and policies related to such risks are overseen by senior management.

(d) Regulatory Risk: -

The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal control and audits.

(e) Human Resource Risk: -

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including training and integration of learning and development activities.

The Company has formulated various schemes in the interest of the employees.

(f) Commodity Price Risk: -

The company is exposed to the risk of price fluctuations of Raw materials required for their road projects such as Bitumen, Cement, Steel (Iron & Steel), Crushed Stone, etc. The company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The risk of price fluctuations in commodities is also mitigated to certain extend based on the price escalation clause included in the contracts with the customers.

In terms of Regulation 21 of the Listing Regulations, the Board at its meeting held on November 08, 2021 has re-constituted the Risk Management Committee. The composition of committee is in conformity with the Listing Regulations, with the majority of members being Directors of the Company.

The Committee is responsible for oversight on overall risk management processes of the Company and to ensure that key strategic and business risks are identified and addressed by the management including framing of policy, identify current and emerging risks; develop risk assessment and measurement systems; establish policies, practices and other control mechanisms to manage risks. The detailed terms of reference of the Risk Management Committee is disclosed in the Corporate Governance Report forming part of this report as "Annexure-V".

Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks. In terms of regulation 17(9)(b) of the Listing Regulations, the Board adopted a Risk Management Policy.

The Risk Management Policy of the Company, inter alia, includes identification of risks, including cyber security and related risks and also those which in the opinion of the Board may threaten the existence of the Company. The Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of company''s objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization.

The effectiveness of Risk Mitigation plans shall be ensured through proper monitoring, evaluation of outcomes of mitigation plans and to look for the scope of its applicability in other areas in order to achieve overall objective of the policy. There are no risks which in the opinion of the Board threaten the existence of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars of energy conservation, technology absorption and foreign exchange earnings and outgo is provided as under in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014:
PARTICULARS		REMARKS
A)	CONSERVATION OF ENERGY
	the steps taken or impact on conservation of energy;	Although operations of the Company are not energy intensive yet Company focuses on reducing energy cost, safeguard of environment and use of non-conventional energy.
	the steps taken by the Company for utilizing alternate sources of energy;	The company has taken the steps for shifting all projects camps energy requirement to Grid Power, thereby, reduced Fuel Consumption to 70-80%, including: • Started Hot Mix plant production on grid supply by installing UPS system. • Converted 17 nos. tippers on CNG from HSD.
	the capital investment on energy conservation equipment''s	Purchased new fleet with BSVI technology in place of old fleet.
B)	TECHNOLOGY ABSORPTION
	the efforts made towards technology absorption;	The company has made efforts for technology absorption by: • Soil Stabilization • Echelon Paving • Use of 3D grades control software • Promoting Tyre retreating & kidney looping to reduce qty of tyres and Lubricants by increasing life.
	the benefits derived like product improvement, cost reduction, product development or import substitution;	Timely completion of the projects as well as meeting the budgetary requirements are the two critical areas where different techniques help to a great extent.
	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) the details of technology imported;	The Company uses below mentioned imported technology and equipment in its business. • Soil Stabilizer • Adapted MOBA FLMS and FDMS for better fuel monitoring and efficiency • Trimble 3D grade sensors
	b) the year of import;	2021-22
	c) whether the technology been fully absorbed; and	Except MOBA FLMS and FDMS, rest technologies are partially absorbed.
	d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	Imported technologies except MOBA FLMS and FDMS, were on trial mode and these will be put into complete absorption in coming year.
	the expenditure incurred on Research and Development	During the year, the Company has not spent any amount towards research and development activity.
C)	FOREIGN EXCHANGE EARNINGS AND OUTGO
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outflow during the year in terms of actual outflows	NIL

Corporate Governance and Management Discussion and Analysis

The Company has been consistently endeavouring to adhere the corporate governance guidelines and best practices sincerely and discloses the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company''s operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. Your Company has complied with the requirements of the Listing Regulations regarding Corporate Governance. A report on the Corporate Governance practices along with a certificate from practicing Company Secretary of mandatory requirements thereof, forming an integral part of this Annual Report and is annexed as "Annexure-V".

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to regulation 34 of the Listing Regulations, a Business Responsibility Report (BRR) is required to be published by the Top 1000 Listed Companies based on market capitalization. The BRR describes the initiatives taken by the Company on the environmental, social and governance front forming part of this Annual Report as "Annexure-VIII".

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s. Price Waterhouse & Co., Chartered Accountants LLP (ICAI Firm Registration No. 304026E/E300009) and M/s. Shridhar & Associates, Chartered Accountants (ICAI Firm Registration No. 134427W) were appointed as the Joint Statutory Auditors of the Company for a term of 5 years at the Annual General Meeting held on September 08, 2017 and September 25, 2020, respectively.

The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated, for the financial year ended March 31,2022. The Auditors''Reports for the financial year ended March 31, 2022 on the financial statements of the Company forms part of this Annual Report.

The Statutory Auditors mentioned in their reports that the Company is generally regular in depositing undisputed statutory dues in respect of income taxes, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including goods and services tax, provident fund, employees'' state insurance, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, professional tax, and other material statutory dues, as applicable, with the appropriate authorities.

For aforesaid the Company is taking necessary steps to ensure the compliance/timely payment of statutory dues.

Except above, all Information referred in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

M/s. ATCS & Associates, Company Secretaries in Practice, (Firm Registration no. P2017RJ063900) have carried out the Secretarial Audit for the financial year ended March 31,2022.

The Secretarial Audit Reports issued by M/s. ATCS & Associates for the financial year ended March 31, 2022 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in the "Annexure-VI(i)" to this Annual Report.

The Secretarial Compliance Report issued by M/s. ATCS & Associates for the financial year ended March 31, 2022, in relation to compliance of all applicable SEBI Regulations/ circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations, is set out in "Annexure-VI(ii)" to this Annual Report.

As per regulation 24A of the Listing Regulations, a listed company is required to annex the secretarial audit report of its material unlisted subsidiaries to its Directors Report. The secretarial audit reports for F.Y. 2021-22 of material subsidiaries viz. Gurgaon Sohna Highway Private Limited, H.G. Rewari Ateli Highway Private Limited and H.G. Ateli Narnaul Highway Private Limited issued by the M/s. Rahul S & Associates (Firm Registration number S2017RJ506300), are annexed herewith.

The Secretarial Audit Reports of all SPVs does not contain any qualification, reservation or adverse remark except the Secretarial audit report of H.G. Rewari Ateli Highway Private Limited which contains the qualification of delay in filing of e-Form MGT-14.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board has re-appointed M/s. ATCS & Associates, Company Secretaries as the Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2022-23.

Cost Auditors

The Company has maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. Rajendra Singh Bhati & Co., Cost Accountants (Firm registration number 101983) have carried out the cost audit during the financial year 2021-22.

The Board, on the recommendation of the Audit Committee, has re-appointed M/s. Rajendra Singh Bhati & Co., as Cost Auditors

of the Company for conducting the audit of cost records for the financial year 2022-23 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the members of the Company at the ensuing 20th Annual General Meeting for the Financial Year 2022-23.

Internal Auditors

The Board had appointed M/s. Tiberwal Chand & Co., Chartered Accountants (Firm Registration No. 311047E), as Internal Auditors for conducting Internal Audits for the financial year 2021-22.

On the recommendation of Audit Committee, the Board has appointed M/s. Mahajan & Aibara., Chartered Accountants LLP, as Internal Auditors of the Company for the period from November 01,2021 to March 31,2022 in place of M/s. Tibrewal Chand & Co., Chartered Accountants.

The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

On the recommendation of the Audit Committee, the Board has re-appointed M/s. Mahajan & Aibara., Chartered Accountants LLP, as Internal Auditors of the Company for the financial year 2022-23.

Reporting of Fraud by Auditors

During the financial year, none of the Auditors of the Company have reported any instances of frauds committed as specified under section 143(12) of the Act.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

As per Section 186(11) of the Act, except Section 186(1), nothing contained in section 186 of the Act shall apply to any loan made, any guarantee given or any security provided or any investment made by a Company engaged in the business of providing infrastructural facilities. Since the Company is engaged in the business of Infrastructure & Construction, the criteria of section 186 is not applicable to the Company except sub section 1 of section 186 of the Act.

However, the details of loans, guarantees, and investments as required by the provisions of Section 186 of the Act and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company.

REGISTRAR AND TRANSFER AGENT AND INVESTOR GRIEVANCE REDRESSAL

M/s Link Intime India Private Limited is the Registrar and Transfer Agent of the Company. M/s Link Intime India Private Limited has appropriate systems to ensure that requisite service is provided to investors of the Company in accordance with the applicable corporate and securities laws and within the adopted service standards.

All shares of the Company are in dematerialized form.

Ms. Ankita Mehra, Company Secretary of the Company is the Compliance Officer for the purpose of the Listing Regulations.

During the financial year ended March 31,2022, two complaints were received from shareholder. The same have been redressed to the satisfaction of shareholder and none of them were pending as on March 31, 2022.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As stipulated by SEBI, a Practicing Company Secretary carried out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with NSDL and CDSL, total issued and listed capital on a quarterly basis. The said reports were placed before the Board in the subsequent meeting. The audits confirm that the total issued/paid-up capital is in agreement with the aggregate total number of dematerialized shares held with NSDL and CDSL.

CODE OF CONDUCT

Your Company is committed to conduct its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel of the Company.

The Code of Conduct is dealing with ethical issues and also foster a culture of accountability and integrity. In accordance with Schedule V(D) of the Listing Regulations, a declaration to this effect signed by Mr. Harendra Singh, Chairman and Managing Director of the Company confirming that all the Directors and Senior Management Personnel of the Company affirmed compliance with the Code of Conduct for the financial year ended on March 31, 2022 forms the part of this Annual Report. The Code in accordance with the requirements of Listing Regulations has been posted on the Company''s website and the same can be accessed at https://www.hginfra.com/investors-relation.html#btn-gover.

CONFLICT OF INTERESTS

Each Director informs the Company on an annual basis about the Board and the Committee positions he/she occupies in other companies including Chairmanships and notifies changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision-making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the financial year, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company''s going concern status and operations in future.

INTERNAL COMPLAINT COMMITTEE (ICC) AND OTHER DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of "Sexual Harassment" at workplace.

Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, visitors to the office/workplace premises and employees of its subsidiaries, associates etc. across the Company) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

The Internal Complaints Committee of the Company has not received any complaint of Sexual Harassment during the year under review and no complaint was pending as on March 31, 2022.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

The Managing Director and Whole Time Directors of your Company do not receive remuneration or commission from any

of the subsidiaries of the Company except sitting fees as entitled as a Non-Executive Directors in subsidiary Companies.

The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in the "Annexure-VII" to this report and is also available on the website of the Company at https://hginfra. com/investors-relation.html#btn-annual.

INVESTOR RELATIONS

Your Company has an effective Investor Relations Program through which the Company continuously interacts with the investment community through various communication channels viz Periodic Earnings Calls, Participation in conferences, etc.

Your Company ensures that critical information about the Company is made available to all its investors by uploading such information on the Company''s website under the Investors section. Your Company also intimates stock exchanges regarding events like earnings calls, declaration of quarterly & annual earnings with financial statements and other such matters having bearing on the share price of the Company.

ENVIRONMENT HEALTH AND SAFETY (EHS) PROTECTION

Your Company is committed towards the wellbeing and protection of Health, Safety and Environment, through its EHS Policy which is formulated in line with all applicable laws and legal requirements connected with occupational Health, Safety and Environment matters. Trainings are being provided to its employees for the better awareness and implementation of EHS. The Company always ensures that healthy and safe working environment is provided to all employees of the Company.

HUMAN RESOURCE DEVELOPMENT

Your Company believes that employees are the most valuable asset of any company, and it follows a strategic procedure to ensure continuous up-gradation of its workforce. The Company trusts in providing the best infrastructure facilities and a conducive environment to its employees working in a harsh environment to develop the nation''s infrastructure.

The world is consistently moving towards digitalisation, and to keep up with the pace, the Company has inculcated several technologies like SAP-HANA, Cal Quan, and RFID-based technology in its operations. The employees are regularly equipped and updated with these technologies.

The Company devotedly works on nourishing its relationship with the employees through various initiatives. It is ensured that competitive and appropriate remuneration is being paid to all employees through standardisation of pay ranges, continuous monitoring of the team, individual performances and market surveys. The Company tracks the performance of each employee, provides them with training both internally and through external agencies to enhance their skills as and when required. Moreover, the Company ensured full-fledged support to its employee during the difficult times of the pandemic by neither retrenching nor cutting pays. The Company advocates ''Vocal for Local'' by employing nearby associations, rural people and youth from every nook and corner of the nation in all its operations.

SECRETARIAL STANDARDS

During the financial year, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

INSIDER TRADING CODE

Your Company has formulated a Code of Prohibition of Insider Trading ("Code") in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by way of dealing in securities of the Company by its Designated Persons while in possession of unpublished price sensitive information in relation to Company. The code is hosted on website of the Company and can be accessed at https://www. hginfra.com/investors-relation.html#btn-gover.

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D & O)

Pursuant to the Regulation 25 (10) of Listing Regulations, the Company has taken Directors and Officers Liability Insurance (''D & O insurance'') policy for all the Directors including Independent Directors of the Company for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty, or breach of trust for which they may be guilty in relation to the Company.

INDUSTRIAL RELATIONS

Our business is dependent on infrastructure projects undertaken by government authorities/ private authorities funded by governments or by international and multilateral development

finance institutions. We therefore must develop and maintain strategic alliances with other construction developers that undertake contracts for such infrastructure development projects and we intend to continue to explore entering into Jointly Controlled Operations, consortia or sub-contract relationships for specific projects with certain of these contractors. In addition, we develop and maintain relationships and pre-qualified status with certain major clients and obtaining a share of contracts from such clients.

PARTICULARS OF EMPLOYEE REMUNERATION

The ratio of remuneration of each Director to the median employee''s remuneration and other details in terms of subsection 12 of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report as "Annexure-VII".

OTHER DISCLOSURES

The Board state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

2. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

3. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option;

4. None of the Directors of the Company have resigned during the year under review;

5. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries except sitting fees as entitled as a Non-Executive Directors in subsidiary Companies;

6. Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made;

7. There was no revision of financial statements and Board''s Report of the Company during the year under review;

8. No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

9. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

APPRECIATION

The Directors of the Company would like to express their

appreciation and thank to Government of India, Governments

of various states in India, and concerned Government departments and agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of Board H.G. Infra Engineering Limited

Harendra Singh

Chairman & Managing Director DIN-00402458

Place: Jaipur Date: May 23, 2022

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Mar 31, 2018

BOARD''S REPORT

Dear Shareholders,

The Directors have pleasure in presenting the 16th Annual Report on the business, operations and financial performance of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2018.

1. FINANCIALS RESULTS:

The Financial Performance of the Company for the financial year ended on 31st March, 2018 is as follows-:

(Amount in RS, Millions)

Particulars	Standalone		Consolidated
	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Gross Revenue	13973.91	10594.45	13973.91	10594.45
Total expenses	12786.31	9760.70	12786.31	9760.70
Profit / (loss) before tax	1187.60	833.75	1187.60	833.75
Tax expenses
Current tax	383.74	311.71	383.74	311.71
Deferred tax	(38.78)	(12.13)	(38.78)	(12.13)
Total Tax Expense	344.96	299.58	344.96	299.58
Profit After Tax	842.64	534.17	842.64	534.17
Other comprehensive income Items that will not be reclassified to profit or loss (Net of Taxes)	(0.94)	(0.53)	(0.94)	(0.53)
Total Comprehensive Income for the year	841.70	533.64	841.70	533.64

The Consolidated Revenue from Operations amounted to RS,13,973.91 Mn as against RS,10594.45 Mn in the previous year, registering a growth of 23.69%. The Consolidated Operating Profit before Tax amounted to RS,1187.60 Mn as against RS,833.75 Mn in the previous year. The Consolidated Net Profit after Tax amounted to RS,842.64 Lakhs as against RS,534.17Mn in previous year and Total Comprehensive Income for the year amounted to RS,841.70 Mn against RS,533.64 Mn in previous year.

Previous year figures have been re-grouped and rearranged wherever considered necessary.

2. PERFORMANCE OVERVIEW:

During the year under review, your Company reported a top line growth of 31.9% over the previous year. The Revenue from Operations amounted to RS,13973.91 Mn as against RS,10594.45 Mn in the previous year. The EBITDA amounted to RS,1187.60 Mn as against RS,833.75 Mn in the previous year. The Profit for the year amounted to RS,842.64 Mn against RS,841.70 Mn reported in the previous year.

Order inflow for FY-18 was RS,15,915.9 Mn and order book as on March 31st, 2018 stood at RS,46,071.7 Mn. Out of new orders received during the year, one order was in the Hybrid Annuity Mode in the state of Haryana worth RS,6,060.0 Mn, and rest all were EPC orders which includes three orders from state PWD Rajasthan (World Bank funded projects) worth RS,5,966.3 Mn, two orders from PWD Rajasthan under CRF scheme worth RS,765.4 Mn, two orders from MORTH-Rajasthan worth RS,3,004.2 Mn. Out of the total order book, 75% are government contracts and 25% are from private clients. In terms of state wise, break is as follows; 50% is from Rajasthan, followed by 35% in Maharashtra and 13% from Haryana and remaining from Uttarakhand, Uttar Pradesh and Arunachal Pradesh.

3. DIVIDEND:

Based on the Company''s performance, the Directors are pleased to recommend for approval of the members a final dividend of RS,0.50 per share for FY18 taking the total dividend to RS,0.50 per share.

The final dividend on equity shares, if approved by the members, would involve a cash outflow of RS,32.59 Mn.

4. RESERVES:

The Company is not proposing to transfer any amount to the General Reserves of the Company out of the profits made during the year. The total Other Equity (including securities premium Reserves, General Reserves, Surplus in statement of profit and loss and other comprehensive income) as on March 31, 2018 is RS,4,756.92 Mn as against the Paid-up capital of RS,651.71 Mn.

5. DEPOSITS:

During the year ended March 31, 2018, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

6. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. They had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period

iii. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. They had prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED

During the financial year, the company has been converted from "Private Limited" to "Limited" and its name has been changes from "H.G. INFRA ENGINEERING PRIVATE LIMITED (PART IX) "to "H.G. INFRA ENGINEERING LIMITED (PART IX)" w.e.f. June 8, 2017.

8. SHARE CAPITAL AND INITIAL PUBLIC OFFERING AND OFFER FOR SALE:

a) Change in Capital Structure-Authorised Capital:-

During the Financial year, The Company has increased its Authorized Share Capital from RS,20,00,00,000 (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore) equity shares of RS,10 each to RS,80,00,00,000 (Rupees Eighty Crore only) divided into 8,00,00,000 (Eight Crore) equity shares of RS,10/- each in the Annual General Meeting held on 08^th Day of September, 2017.

b) Issued/Subscribed/Paid up Capital:-

1. Bonus Issue:

During the Financial Year, The Shareholders of the Company at its Meeting held on September 08, 2017, has approved the issue of bonus shares to the holders of the equity shares of the Company in the ratio of 2:1 (i.e.

2 (Two) Bonus Equity Share of H10/- for every 1 (One fully paid-up Equity Shares of H10/- each held) by capitalisation of its Reserves

2. Initial Public Offering (IPO)-

During the Financial Year 2017-18, your Company entered into the Securities Market through Initial Public Offering (IPO). The Public Issue comprised of Fresh Issue of 1,11,11,111 Equity shares of RS,10/- each at a premium of RS,260/- per share aggregating to RS,300 Crore and an Offer for sale by promoters Mr. Hodal Singh of 30,00,000 equity shares and Mr. Harendra Singh, Mr. Vijendra Singh & Mr. Girish Pal Singh of 10,00,000 Equity Shares each.

Equity Shares of the Company are listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and are regularly traded on both the exchanges w.e.f. March 09, 2018.

Further the status of the utilisation of the Proceeds of the IPO and division thereon are as under:-

100% of the Company''s total paid up capital representing 65,17,11,11 shares are in dematerialized form.

9. LISTING OF EQUITY SHARES:

During the Financial Year 2017-18 Company have received the Trading Approval from Bombay Stock Exchange on March 8^th, 2018 with Notice No 20180308-30 and National Stock Exchange of India on March 8th, 2018.Ref. No.: NSE/CML/37145.

STOCK CODE/SYMBOL-

The Company''s equity shares are listed on the following Stock Exchanges:

Other:-The Company has paid listing fees, as applicable, to the respective Stock exchanges for the financial year 2017-2018&20182019 in respect of its listed securities.

10. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 as on 31st March, 2018 is attached as "ANNEXURE-I" to this Report.

11. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

Our company has 5 Joint Venture as on March 31, 2018:

1. HGIEPL-RPS

2. HGIEPL-COLOSAL

3. HGIEPL-RANJIT BUILDCON

4. TPL-HGIEPL

5. HGIEPL-MGCPL

The company does not have any Subsidiary Company in the Financial Year 2017-2018. However, it has incorporated a wholly owned subsidiary on 6th Day of April, 2018 named as "GURGAON SOHNA HIGHWAY PRIVATE LIMITED" Gurgaon Sohna Highway Private Limited is incorporated for construction of Six laning and Strengthening of new NH-248A from existing km 11 682 to existing km 24 400 in the State of Haryana Package-2: Existing Ch. Km 11 682 to km 24 400 (Design Ch. Km 9 282 to km 22 000) under NHDP Phase IV on Hybrid Annuity mode.

The Statement Pursuant to section 129(3) of the Act, related to Subssidiary / Joint Venture /Associate Company is attached in ANNEXURE-2 in Form AOC-1

The Company has not deviated from the objects of the IPO as mentioned in the Prospectus with respect to the utilization of the proceeds from the IPO.

c) Change(s) in the Capital Structure of the Company:-

During the Financial year, the Company has increased its Paid-Up Capital from H18,02,00,000 (Rupees Eighteen Crore Two Lakh Only) to RS,54,06,00,000 (Rupees Fifty Four Crore Six Lakh Only) by issuance of 36,04,00,000 (Thirty six crore four lakh only) Equity Shares of RS,10/- each of same class as of existing by way of Bonus issue and further raised its Paid-Up Capital from RS,54,06,00,000 (Rupees Fifty Four Crore Six Lakh Only) to 65,17,11,110 (Rupees Sixty Five crore Seventeen Lakh Eleven Thousand One Hundred Ten only) by issuance of 11,111,111 fresh Equity shares of H10/- each at a premium of H260/- per share by way of Initial Public Offering (IPO).

d) Status of Shares

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2018,

Bombay Stock Exchange	Scrip Code-541019
National Stock Exchange	HGINFRA
ISIN Nos.	INE926X01010

Particulars	Amount in Crores
Gross Proceeds of the Issue	300.00
Less-Issue related expenses	22.25
Net Proceeds of the Issue	277.75
(Less) Utilization of IPO Proceeds up-to March 31,2018	112.91
Funds to be utilized (remain invested in Bank Fixed Deposits )	164.84

12. COMPOSITION OF BOARD:

The details of composition of the Board, Category, Attendance of Directors at Board Meetings and last Annual General Meeting, number of other directorships and other committee memberships are given below:

Name of the Director	Category	Attendance at last AGM	No. of Board meetings attended	No. of directorships in other Public Limited Companies	No. of other Board Committees of which Member/Chairperson Member Chairperson
Mr. Harendra Singh DIN: 00402458	Executive/ Managing Director	Yes	17	-	3	1
Mr. Vijendra Singh DIN: 01688452	Executive/ Whole Time director	Yes	17	-	2	-
Mr. Girishpal Singh DIN: 00487476	Non-Executive Director	Yes	17	-	1	1
Mr. Ashok Kumar Thakur DIN: 07573726	Non-Executive Independent	No	15	2	2	1
Mr. Onkar Singh DIN: 07853887	Non-Executive Independent	No	9	-	3	1
Ms. Pooja Hemant Goyal DIN: 07813296	Non-Executive Independent	No	15	1	1	-

Note-

Mr. Vijendra Singh, (DIN: 01688452), Whole time Director of the Company whose period of office is liable to retire by rotation pursuant to provisions of Company Act, 2013 and as per Articles of Association of the Company retires by rotation at the ensuing AGM and being eligible offers himself for reappointment.

The notice convening the Annual General Meeting includes the proposal for the above appointments/re-appointment.

Thus, the Board of Directors of M/s H.G. Infra Engineering Limited is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by a Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

13. NUMBER OF BOARD MEETINGS:

The Board met Seventeen (17) times during the financial year. The meeting details are provided in the Corporate Governance Report that forms a part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

14. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies(Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations. The Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through on-going monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

15. APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SECTION 149(6):

During the Financial Year 2017-2018 the Company has appointed Mr. Ashok Kumar Thakur, Ms.Pooja Hemant Goyal as Independent Directors of the company in its Board Meeting held on May 10th,

2017 and Mr. Onkar Singh has appointed as an Independent Directors of the Company in its 15thAnnual General Meeting held on September 8th, 2017.

All the Independent Directors have given their declarations under section 149 (6) and section 149 (7) of the Companies Act, 2013 and the Rules made there under. In the opinion of the Board, the Independent Directors fulfil the conditions relating to their status as an Independent Director as specified in section 149 of the Companies Act, 2013 read with rules made there under as well as Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR:

The Company has framed a policy for Familiarization Programme for Independent Directors and the same is disclosed on the website of the Company i.e. www.hginfra.com.

17. FORMAL ANNUAL EVALUATION:

The Act and SEBI Regulations have mandated the need to ensure

19. COMMITTEES OF THE BOARD:

Details of all the Committees including Audit Committee of Board of Directors along with their terms of reference, composition and meetings held during the year is provided in the Corporate Governance Report.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy/Vigil Mechanism which is in Compliance with the provisions of Section 177 (10) of the Companies Act, 2013.

The Company''s Whistle Blower Policy/Vigil Mechanism encourages Directors and employees to bring to the Company''s attention, effectiveness of the Board governance and require a statement indicating the manner in which formal annual evaluation has been carried out by the Board of its own performance and that of its Committees and individual directors.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its Committees, and evaluation of individual Directors including Independent Directors. The Independent Directors carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company. Nomination & Remuneration Committee of the Board of Director evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of director in the affairs of the company, duties performed by each Director, targets achieved by company during the year. The Board further discusses the areas where the performance is not up to the desired level.

18. CREDIT RATING:

During the period under review, the Company re-affirmed credit rating of ICRA Ltd. by a positive notch on June 25th, 2018. Details of revised rating captioned below:-

Type of Credit rating	Existing Rating	Revised Rating
Long term Rating	ICRA A-	ICRA A
Short term Rating	ICRA A2	ICRA A1

instances of unethical behaviour, actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact the Company''s operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is the Company''s Policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy/Vigil Mechanism is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistle-blower Policy is available on the Company''s corporate website www.hginfra.com

21. REMUNERATION & NOMINATION POLICY:

The Board of Directors as per recommendations of the Nomination & Remuneration Committee has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Your Company has formulated a policy on related party transactions which is also available on Company''s website www.hginfra. com. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company had approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is disclosed in Form AOC-2 in "ANNEXURE-3"is annexed to this report. Members may refer to note no. 40 of the financial statements which sets out related party disclosures.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company is having in place a "Corporate Social Responsibility" (CSR) Committee. As part of its initiatives under CSR, the company has contributed funds for the schemes of rural development, environment safe drinking water Annual Welfare promotion of education and medical aid. The Company has also undertaken schemes in which the amount has been directly spent by the Company. The details about Committee composition and terms of reference of Committee are given in Corporate Governance Report and forms integral part of this report. A CSR Report on activities undertaken by the company and amount spent on them is attached as "ANNEXURE-4"

24. RISK MANAGEMENT:

In terms of regulation 17(9)(b) of the Listing Regulations, the Board of Directors adopted a Risk Management Policy of the Company .The focus of the Policy is to identify and assess the areas of risks that the Company may face from time to time and to deploy mitigation measures. This is done through periodic review meetings of the Risk Management Committee of the Board of Directors.

The main objective of the Risk Management Policy is to ensure that all current, future material risk exposures of the Company are identified, assessed, quantified and appropriately mitigated and managed. Accordingly, the Company has established a framework and process to monitor the exposures and to implement appropriate measures in a timely and effective manner.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

INCORPORATION OF WHOLLY OWNED SUBSDIARY (GURGAON SOHNA HIGHWAY PRIVATE LIMITED):

After the closure of Financial year 2017-2018 Company have incorporated a Special Purpose Vehicle" Company for the purpose of domiciling a project allotted by National Highway Authority of India for "Six Laning and Strengthening of new NH-248 A from existing Km 11 682 to existing Km 24 400 in the state of Haryana Package-2, Existing Ch. Km 11 682 to Km 24 400 (Design Ch. Km 9 282 to Km 22 000) Under NHDP Phase IV" on Hybrid Annuity mode at Contract Price of RS,565.76 Crore, the Company incorporated in the state of Rajasthan, India as wholly owned subsidiary of the Company with name and style of "Gurgaon Sohna Highway Private Limited" approved by the Ministry of Corporate Affairs.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required to be disclosed pursuant to Section 134(3) (m) of the companies act, 2013 read with Rule 8 of companies (Accounts) Rules,2014, the particulars of technology absorption and review as stipulated under SEBI (LODR), Regulations, 2015 is presented in a separate section forming part of this Annual Report.

28. CORPORATE GOVERNANCE:

The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance Report which forms an integral part of this Report is set out as separate "ANNEXURE-5" together with the Certificate from the Practicing Company Secretaries of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

29. AUDITOR''S OF THE COMPANY:

- STATUTORY AUDITOR

M/s. Price Waterhouse & Co Chartered Accountants LLP (FRN 304026E/E300009) were appointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on 8th September, 2017, for a term of five consecutive years.

As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The statutory auditors of the Company have submitted Auditors'' Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31st March, 2018. The reports do not contain any reservation, qualification or adverse remark. Information referred in the Auditors'' Report are self-explanatory and do not call for any further comments.

- SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Audit Committee recommended and the Board of Directors has appointed M/s. ATCS & Associates, Company Secretaries as the Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2017-2018.

The Secretarial Audit was carried out by M/s. ATCS & Associates, a firm of Company Secretaries in Practice for the Financial Year 2017-2018. The Report given by the Secretarial Auditors is annexed as"ANNEXURE-6"and forms an integral part of this

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under foreign exchange earnings and outgo is provided as under.

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:	The operations of the Company are not energy intensive. However, the Company always focuses on conservation of energy, wherever possible.
the steps taken or impact on conservation of energy;
the steps taken by the company for utilizing alternate sources of energy;
the capital investment on energy conservation equipment’s;
B)-TECHNOLOGY ABSORPTION:
the efforts made towards technology absorption;	Timely completion of the projects as well as meeting the budgetary requirements are the two critical areas where different techniques help to a great extent. Many innovative techniques have been developed and put to effective use in the past and the efforts to develop new techniques continue unabated.
the benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) i f not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over	NA
the expenditure incurred on Research and Development	Nil
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outflow during the year in terms of actual outflows	Nil (Inflow) 6722.35 $ (Outflow)

Board''s Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

- COST AUDITOR

The Company has re-appointed M/s. Rajendra Singh Bhati & Co, Cost Accountants (FRN- 101983), Jodhpur, as Cost Auditors of the Company for the financial year 2018-19. They have furnished a Certificate to the effect that their appointment, if made, would be in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General for their ratification.

- INTERNAL AUDITOR

Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointed M/s. Tibrewal Chand & Co., Chartered Accountants as Internal Auditors to undertake the Internal Audit of the Company for the financial year 2018-19.

- REPORTING OF FRAUD BY AUDITORS

For the Financial year 2017-2018, the Statutory Auditors has not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,2013

30. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Since the Company is an Construction Company, pursuant to the provisions of Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing contained in section 186 of the Companies Act, 2013 shall apply to a loan made, guarantee given and security provided by a company engaged in the business of providing infrastructure facilities. However, the details of loans, guarantees, and investments as required by the provisions of Section 186 of the Companies Act, 2013 and the rules made there under are set out in the Notes to the Standalone Financial Statements of the Company.

31. PROHIBITION OF INSIDER TRADING:

The Company has adopted a Code of conduct for prevention of Insider Trading ("the Code") in accordance with the SEBI(Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).The Code is applicable to Promoters and Promoter''s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company and connected persons. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. This Code is displayed on the Company''s website http://www.hginfra. com/pdf/policy-prohibition-of-insider-trading2.pdf.

32. INVESTOR GRIEVANCE REDRESSAL:

As per regulation 13 of SEBI (Listing Obligation & disclosure Requirements), Regulations 2015 the number of complaints received and resolved to the satisfaction of investors during the year under review. There were no pending complaint or share transfer cases as on 31stMarch 2018, as per the certificate given by RTA.

33. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:

Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges where the Company''s shares are listed. The audit confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL) and total number of shares in physical form.

34. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also foster a culture of accountability and integrity. The Code in accordance with the requirements of SEBI (LODR) Regulations, 2015 has been posted on the Company''s website www.hginfra.com. All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

35. CONFLICT OF INTERESTS:

Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other companies including Chairmanships and notifies changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

Penalty imposed on the Company of H15000/- in a compounding order Dated-07.12.2017(NWR)/441/Section 215/304/2017/3349 passed by Regional Director Ahmedabad against an application filled by the Company U/S 441 of the Companies Act, 2013 for Compounding of offence under Section 215 of the Companies Act, 1956.

37. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES2014:

During the period under review the Company has accepted loan/ borrowing from its Director and they have given declaration that the amount given from their owned funds only and does not falls under the definition of deposits.

The details of monies accepted are as under:

38. INTERNAL COMPLAINT COMMITTEE (ICC) AND OTHER DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year ended March 31, 2018, the Company has not received any Complaints pertaining to Sexual Harassment.

39. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rules made there under as amended from time to time has been given as "ANNEXURE-7."

40. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details of changes are mentioned below:

Name	Designation	Date of Change	Nature of Change
Mr. Vijendra Singh	Whole Time Director	10.05.2017	Change in Designation (from Director to Whole time Director)
Mr. Harendra Singh	Managing Director	10.05.2017	Change in Designation (from Director to Managing Director)
Mr.Girish Pal Singh	Non-Executive Director	10.05.2017	Change in Designation (from Executive to Non-Executive Director)
Mr. Hodal Singh	Director	17.05.2017	Resignation
Mr. Ashok Kumar Thakur	Independent Director	10.05.2017	Appointment
Ms. Pooja Hemant Goyal	Independent Director	10.05.2017	Appointment
Mr.Onkar Singh	Independent Director	08.09.2017	Appointment
Mr. Rajeev Mishra	Chief Financial Officer	10.05.2017	Appointment

Note:- After the Closure of financial Year 2017-2018 Mr.Girish Pal Singh, has resigned from the post of Directorship & Mr. Dinesh Kumar Goyal has appointed as an Executive Director of the Company in the Board Meeting held on May 23rd, 2018.

41. INSURANCE:

All the properties including buildings, plant and machinery and stocks have been adequately insured.

42. HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

Environmental Sustainability is a Business imperative at the company. We are committed to providing a safe and healthy workplace to our employees, consultants and contractors and achieving high standards of environmental protection. Recognizing climate changes as major risk to our planet, we have integrated climate change actions into the Company strategy.

Our Health, Safety and Environmental Management System (HSEMS) help to provide a secure environment for our employees, assets and operations. The initiative also strives to keep employees, contractors and other well informed, trained and committed to our HSE process.

43. HUMAN RESOURCE DEVELOPMENT:

The Company recognizes that its employees are its principal assets and that it''s continued growth is dependent upon the ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However aspirations of employees in India remain to be high. This is a challenge as only growth can fulfil these aspirations and in today''s market scenarios one has to perform extraordinarily to achieve growth.

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company''s commitment extends to its neighbouring communities to improve their educational, cultural, economic and social well-being. Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

44. SECRETARIAL STANDARDS

The company has complied with secretarial standards issued by the institute of company secretaries of India on board and general meetings.

45. GENERAL DISCLOSURES

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

2. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

3. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

46. APPRECIATION:

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.

For and on behalf of Board H.G. Infra Engineering Limited

Harendra Singh Vijendra Singh

Managing Director Whole Time Director

DIN-00402458 DIN-01688452

Place: Jaipur

Date: 30.7.2018