Your directors (the “Board of Directors”/ “Board”) are pleased to present the 24^th 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, 2026 (the “Financial Year”).

FINANCIAL RESULTS

The Company’s financial performance (standalone and consolidated) for the year ended March 31, 2026, is summarized below:

RESULTS OF OPERATIONS AND STATE OF
COMPANY’S AFFAIRS

A summary of the Company’s standalone and consolidated
financial performance for the financial year ended March 31,
2026 is as follows:

Standalone

At the standalone level, the revenue from operations decreased
to ? 56,666.77 million as against ? 60,518.81 million in
the previous year, recording a decrease of 6.37%. The net
profit before tax amounted to ? 5,186.15 million as against
? 7,634.00 million in the previous year recording a decrease
of 32.07%. The net profit after tax amounted to ? 3,891.36
million against ? 5,771.16 million reported in the previous
year, recording a decrease of 32.57% and total comprehensive
income for the period amounted to ? 3,871.42 million as
against ? 5,760.60 million in the previous year, recording a
decrease of 32.79%.

Consolidated

At the consolidated level, the revenue from operations increased
to ? 52,346.74 million as against ? 50,561.82 million in
the previous year, recording an increase of 3.53%. The net
profit before tax amounted to ? 4,546.75 million as against
? 6,807.74 million in the previous year recording a decrease
of 33.21%. The net profit after tax amounted to ? 3,298.09
million against ? 5,054.01 million reported in the previous
year, recording a decrease of 34.74% and total comprehensive
income for the period amounted to ? 3,278.15 million as
against ? 5,043.45 million in the previous year, recording a
decrease of 35.00%.

BUSINESS OPERATIONS/ PERFORMANCE
OF THE COMPANY AND ITS SUBSIDIARIES

During the financial year, the Company continued to
strengthen its order pipeline. A summary of the significant
orders received is as follows:

• Setting up of Projects of 300 MW/600 MWH out of
the project of 500 MW/1000 MWh Standalone Battery
Energy Storage Systems in the State of Gujarat under
Tariff-Based Global Competitive Bidding (Phase-VI)
valued at EPC value of H 6982.3 million and tariff of
H 2,85,600 lakh/MW/month.

• Transmission service provider to establish Inter State
Transmission system for “Eastern Region Generation
Scheme — I (ERGS-I)” through tariff based competitive
bidding process in the state of Odisha and Operation for
35 years valued at EPC value of H 2450.6 million and
H 43.11 crore /year for 35 year.

• Creation of Integrated Material Handling Facility at the
Naval Dockyard in Mumbai (ND (MBI)) by Military
Engineer Services (MES) in the state of Maharashtra
valued at ? 1,177.7 million.

• Executing the ‘Infrastructure (Access Road Network)
works’ at DLF Downtown, Phase-2 project located at
Sector-25A, Gurugram, Haryana from DLF Cyber City
Developers Limited valued at ? 2,741.10 million.

• Design and Construction of Elevated Metro Viaduct of
length 20.527 kms between UG Ramp and Balkum Naka
including Depot Approach Viaduct and three Special
Spans for Thane Integral Ring Metro Project jointly with
Kalpataru Projects International Limited by Maharashtra
Metro Rail Corporation Limited valued at ? 14,150.00
million with the Company. The Company holds 40%
share in the said project.

• Construction of new Six-lane Access Controlled Capital
Region Ring Road Package-III from Gobindpur (NH-
55) to Tangi near Bandola Toll Plaza (NH-16), from
Design Ch. Km. 70 995 to Km. 111 325 in the State of
Odisha under NH(O) on Hybrid Annuity Mode valued
at ? 15821.10 million.

• Execution of Civil (earthwork, bridges, and Station
buildings), and P-way works for development of Railway
Infrastructure at 2x800 MW Thermal Power Project at
Anuppur, Madhya Pradesh valued at ? 4,013.30 million.

Total order inflows for the financial year reached 45,042.51
million (excluding GST). This figure includes ? 14,232
million from our strategic expansion into the railway, metro,
and renewable energy sectors.

The Company closed the financial year with an order book
of ? 1,01,471 million, reflecting a healthy mix of government
(94.00%) and private (6.00%) projects. A key highlight of our
operational performance this year was the strategic entry into
the transmission sector, marking a milestone in our journey
toward becoming a multi-sector infrastructure leader.

Project Milestones and Completions:

Demonstrating its commitment to timely execution and
operational excellence, the Company reached critical
milestones during the year, successfully securing completion
certificates for the following projects:

1. Development of Six Lane Baunsaguar-Baraja Section of
NH-130-CD Road from km. 293 000 to 338 558 under
Raipur-Visakhapatnam Economic Corridor in the state
of Odisha on hybrid Annuity Mode (Package-OD- 6).

2. Development of Six Lane Kaliagura-Baunsaguar Section
of NH-130-CD Road from km. 249 000 to km.
293 000 under Raipur- Visakhapatnam Economic
Corridor in the state of Odisha on Hybrid Annuity Mode
(Package -OD-5).

3. 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 Chainage. 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).

4. 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).

5. Development of Six Lane from Aluru - J akkuva 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 under Bharatmala Pariyojana on
Hybrid Annuity Mode [Package-01(AP)].

6. Construction of Eight lane carriageway start near
junction with MDR-1 (Baonli - Jhalai Road) to end of
interchange on NH-552 (Tonk-Sawai Madhopur) near
village Mui (Ch.247.310-292.950) section of Delhi-
Vadodara Access controlled Green Field Alignment
(NH-148N) under Bharatmala Pariyojna in the state of
Rajasthan on EPC Mode.

LOOKING AHEAD: OUR STRATEGIC
OUTLOOK

The Company’s current order book, valued at ? 1,01,471
million, serves as a catalyst for long-term value creation. Our
focus remains on capitalising on emerging infrastructure
opportunities while maintaining a disciplined approach to
project selection. We are further committed to enhancing
our bottom line through digital transformation and process

optimization, ensuring that operational excellence translates
into enhanced stakeholder returns.

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

The Company continues to manage a diverse portfolio of
entities to support its expansive operations. As on March 31,

2026, the group includes 37 Wholly Owned Subsidiaries
(WoS), 63 Subsidiaries, and 2 Associate companies. Detailed
particulars regarding these entities and jointly controlled
operations are disclosed in Form AOC-1 as Annexure I.

The details of the entities which became or ceased to
become the WoS and subsidiaries of the Company in terms
of the Companies Act, 2013 during the financial year are
mentioned below:

During the financial year, the Company had entered into the

following Securities Purchase Agreements (“SPA”) with Neo

Infra Income Opportunities Fund (“Buyer”):

1. SPA dated November 06, 2025 with Buyer and H.G.
Raipur Visakhapatnam OD-6 Private Limited, a wholly
owned subsidiary of the Company (“SPV”), pursuant to
which the Company shall sell its 100% (One Hundred
Percent) shareholding in the SPV to the Buyer.

2. SPA dated December 18, 2025 with Buyer and H.G.
Raipur Visakhapatnam AP-1 Private Limited, a wholly
owned subsidiary of the Company (“SPV”), pursuant to
which the Company shall sell its 100% (One Hundred
Percent) shareholding in the SPV to the Buyer.

3. SPA dated December 18, 2025 with Buyer and H.G.
Raipur Visakhapatnam OD-5 Private Limited, a wholly
owned subsidiary of the Company (“SPV”), pursuant to
which the Company shall sell its 100% (One Hundred
Percent) shareholding in the SPV to the Buyer.

4. SPA dated December 26, 2025 with Buyer and H.G.
Khammam Devarapalle PKG-2 Private Limited, a wholly
owned subsidiary of the Company (“SPV”), pursuant to
which the Company shall sell its 100% (One Hundred
Percent) shareholding in the SPV to the Buyer.

5. SPA dated January 15, 2026 with Buyer and H.G.
Khammam Devarapalle PKG-1 Private Limited, a wholly
owned subsidiary of the Company (“SPV”), pursuant to
which the Company shall sell its 100% (One Hundred
Percent) shareholding in the SPV to the Buyer.

As a result, H.G. Khammam Devarapalle PKG-2 Private
Limited which was the WoS of the Company has ceased
to be the WoS w.e.f. March 20, 2026 and H.G. Raipur
Visakhapatnam OD-6 Private Limited ceased to be the WoS
of the Company w.e.f. April 23, 2026.

Further, during the period under review, the following entities
became the *Joint Venture/ Jointly Controlled Operations
of the Company:

1. Kalpataru-HGIEL Joint Venture

2. DECIPL-HGIEL (JV)

Note: Presented and disclosed as associate in the Financial Statements.

Performance of subsidiaries, associates, and joint
ventures

As mandated by Section 129(3) of the 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 at
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

The Company continued to operate within its established
business segments, with no change in the nature of its business
during the period under review.

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, 2026, it stands
at ? 80,00,00,000 (Rupees Eighty Crore only) consisting

of 8,00,00,000 (Eight Crore) equity shares of a face
value of ? 10 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, 2026, it stands at ? 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 ? 10 each.

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

Non-Convertible Debentures (NCDs):

During the period under review, the Company has issued and
allotted 40,000 (Forty Thousand Only) Senior, Unsecured,
Redeemable, Rated, Listed, Non-Convertible Debentures
of the face value of ? 1,00,000/- (Indian Rupees One
Lakh) each, aggregating to ? 400,00,00,000 (Rupees Four
Hundred Crore Only) (“NCDs”) on private placement basis
on August 29, 2025. These NCDs are listed on the BSE
Wholesale Debt Market.

The Company has remained consistent in meeting all interest
payment obligations on time, with no amounts remaining
unclaimed. As of March 31, 2026, the outstanding balance of
these NCDs remains ? 400 Crore.

DIVIDEND

The Board has recommended dividend as under:

The dividend has been recommended by the Board, at its
meeting held on May 28, 2026. 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 comprehensive five-year dividend history is available in the
Corporate Governance Report section of this document.

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

In accordance with Sections 124 and 125 of the Act, and the
IEPF Rules, 2016, any dividend remains unpaid or unclaimed
for seven years from the date of transfer to the Unpaid Dividend
Account must be transferred to the Investor Education and
Protection Fund (IEPF). This transfer includes any accrued
interest where applicable.

During the financial year, the Company has transferred
unclaimed dividend of ? 6,169/- and 320 equity shares to the
Investor Education and Protection Fund (IEPF).

Shareholders may access details of unclaimed dividends
currently in the Unpaid Dividend Account on the Company’s
website at https://hginfra.com/shareholder-information.
php. These records have also been filed with the Ministry of
Corporate Affairs (MCA) and the IEPF Authority and are
available for verification at www.iepf.gov.in.

TRANSFER TO RESERVES

During the financial year, the Company did not transfer any
amount to its reserves. As of March 31, 2026, total Other
Equity (comprising securities premium and retained earnings)
stood at ? 31,998.36 Million on a consolidated basis and
? 31,937.14 million on a standalone basis, compared to a Paid-
up Capital of ? 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
Act. Therefore, the provisions of Section 186 of the Act save
and except sub-section (1) of Section 186 are not applicable
to the Company..

Detailed information regarding loans, guarantees, and
investments as of March 31, 2026, is provided in Note No. 44
of the Standalone Financial Statements.

DEPOSITS

In accordance with Sections 73 and 74 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014, the
Company did not accept any public deposits during the

financial year. Consequently, no public deposit liabilities
remained outstanding as of the Balance Sheet date.

Additionally, the Company accepted loans/ borrowings from
its Directors during this period. The Directors have provided
formal declarations stating that these funds are sourced from
their own capital and do not constitute "deposits" under the
Act. Relevant details of these transactions are disclosed in Note
No. 44 of the Standalone Financial Statements.

PARTICULARS OF CONTRACTS AND
ARRANGEMENTS MADE WITH RELATED
PARTIES

The Company has established a Policy on Related
Party Transactions, which is accessible on our website
at: https://hginfra.com/pdf/policy on related party

transactions 25.pdf.

All related party transactions (“RPTs”) are submitted to the
Audit Committee for review and approval. For repetitive
transactions or those entered into in the ordinary course of
business at arm’s length, the Company obtains prior omnibus
approval on a quarterly basis.

During the financial year, all RPTs were conducted in the
ordinary course of business and on an arm’s length basis. As
the Company did not enter into any material related party
transactions under Regulation 23 of the Listing Regulations,
the disclosure in Form AOC-2 (pursuant to Section 134(3)(h)
of the Act) is not applicable for FY 2025-26.

Members are invited to refer to Note No. 44 of the Standalone
Financial Statements for detailed RPT disclosures. Additionally,
transactions with persons or entities belonging to the promoter/
promoter group holding 10% or more shareholding (as required
by Schedule V of the Listing Regulations) are disclosed in Note
No. 44 of the Standalone Financial Statements.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

In accordance with Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis (MD & A) Report
is included as a separate section within this Annual Report.

BOARD POLICIES

In alignment with statutory requirements under the Act, and
SEBI Listing Regulations, the Company has hosted all its
Board-approved policies on the 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

No material changes or commitments affecting the financial
position of the Company have occurred between the end of the
financial year i.e. March 31, 2026 and the date of this Report,
other than those already disclosed herein.

HUMAN RESOURCES: DRIVING

PERFORMANCE, CAPABILITY & CULTURE

During FY 2025—26, the Human Resources function played
a pivotal role in strengthening Organizational Capability,
enhancing Workforce Productivity, and building a future-
ready talent ecosystem. Key initiatives across Payroll, HR
Operations, Learning & Development, Organization
Development, and Talent Acquisition were strategically
aligned to business priorities, enabling Operational Excellence
and sustainable Growth.

• Strengthening Governance & Operational Excellence

Enhanced payroll and HR operations focused on
improving Statutory Compliance, Audit readiness,
and Data reliability, thereby minimizing risks &
strengthening governance frameworks critical for large-
scale Infrastructure projects. Structured policies around
employee financial processes and periodic audits further
improved financial discipline, transparency, and decision¬
making efficiency.

• Building a High-Performance Culture

The Organization reinforced its Performance-driven
culture through the revamp of the Performance
Management System, aligning it with industry
benchmarks and Business goals. This enabled sharper Goal
clarity, improved Accountability, and stronger linkage
between individual Performance and Organizational
outcomes, driving higher productivity across both site
and corporate teams.

• Enhancing Employee Experience & Engagement

A structured Organization Development agenda led
to the successful rollout of Behavioural Capability
Building & engagement interventions such as Aarambh

- New Beginning to Positive Behaviours, Nirmaan

— Construct Your Journey With us (revamped New
Hire Employee Onboarding & Induction), and
enterprise-wide communication frameworks. These
initiatives strengthened Collaboration, improved New
joiner integration, and fostered a more engaged and
cohesive workforce, contributing to higher employee
satisfaction and retention.

• Building Future-Ready Capabilities

The Learning & Development function made significant
strides in capability building through large-scale technical
and behavioral interventions. Key initiatives included
NICMAR Elevate, Bridge Design Program with SKIT,
Workforce Skilling programs in partnership with
Government bodies, and the creation of a robust Digital
learning ecosystem via Gyaanshala, (inhouse LMS and
mobile platforms). These efforts enhanced on-ground
execution Quality, reduced errors, and strengthened the
Leadership pipeline while also positioning L&D as a
strategic and revenue-generating function.

• Strengthening Talent Acquisition &

Workforce Planning

Talent Acquisition focused on building a high-
quality talent pipeline and improving hiring efficiency
through structured manpower planning, role clarity,
and reduced turnaround time. Strategic hiring from
premier organizations, along with strong adoption of
HR technology, significantly enhanced talent quality and
process discipline. Additionally, initiatives like Project HR
Connect improved alignment between site and corporate
teams, ensuring seamless workforce mobilization and
enhanced employee experience.

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):

In accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 (“POSH Act”), the Company has constituted an
Internal Complaints Committee (ICC) across its offices.
The Committee is led by a senior-level female employee
and includes an external member with expertise in the
field. Beyond complaint resolution, the ICC focuses
on preventive sensitization and policy adherence. The
Board maintains active oversight of the ICC’s activities
and policy compliance, ensuring that a culture of
accountability, trust, and transparency remains embedded
across the organization.

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

In line with our commitment to a safe workplace, the
Company strictly enforces its Policy on Prevention
of Sexual Harassment, which applies to all employees
regardless of gender or sexual orientation. The policy is
hosted at https://hginfra.com/code-policies.php.

Further, to reinforce compliance, real-time tracking, and
central monitoring by the Ministry of Women and Child
Development, the Company has successfully registered
its establishment and active Internal Committee details
on the Government of India’s SHe-Box Portal.

We prioritize a proactive approach through regular
employee awareness workshops and specialized training
for ICC members. Pursuant to the requirements of the
POSH Act and the Listing Regulations, the status of
complaints received and redressed during FY 2025-26 is
detailed below:

COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT
ACT, 1961

The Company has complied with all applicable provisions of
the Maternity Benefit Act, 1961, alongside the corresponding
provisions of the Code on Social Security, 2020, to the extent
notified and applicable.

CORPORATE GOVERNANCE

Since our founding, we have remained committed to the
highest standards of corporate governance. This document
includes a detailed Corporate Governance Report, alongside a
compliance certificate from a Practicing Company Secretary as
required by Listing Regulations.

Furthermore, a certificate from the Managing Director
and Chief Financial Officer, as mandated by the Listing
Regulations, is provided as Annexure II. This certificate
confirms the accuracy of the financial and cash flow statements,
the adequacy of internal control systems, and the timely
reporting of all pertinent matters to the Audit Committee.

PARTICULARS OF EMPLOYEEREMUNERATION

Disclosures regarding the remuneration of Directors and
employees, as mandated by Section 197(12) of the Act and Rule
5(1) of the Remuneration Rules, are provided in Annexure III
to this Report.

In accordance with the second proviso to Section 136(1) of
the Act, the Annual Report is being circulated to Members

excluding the statement of particulars of employees required
under Rule 5(2) and (3). Any Member interested in obtaining
a copy of this statement may request it by emailing the
Company Secretary atcs@hginfra.com.

MEETINGS OF THE BOARD

During the financial year, the Board of Directors met 6 (six)
times. The intervals between these meetings strictly adhered to
the requirements of the Act, the Secretarial Standards (SS-1)
issued by the Institute of Company Secretaries of India, and
the SEBI Listing Regulations.

Comprehensive details of these meetings, including dates and
individual Director attendance, are set out in the Corporate
Governance Report (Annexure II), which forms an integral
part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board of the Company comprises a diverse group of highly
qualified professionals, maintaining an optimal balance of
Executive and Non-Executive Directors. In strict compliance
with regulatory requirements, the Board is composed of 8
(eight) Directors, including 3 (three) Executive Directors and
5 (five) Independent Directors, two of whom are Women
Independent Directors. This majority independent structure
ensures robust leadership and objective oversight. Furthermore,
the Board engages in proactive discussions to ensure sustained
alignment with the Company’s evolving strategic priorities.

• Re-appointment of the Directors

Pursuant to the Act and the Company's Articles of
Association, Mr. Vijendra Singh Choudhary, Whole¬
time Director (DIN: 01688452), 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.

The Notice of the ensuing Annual General Meeting
contains the resolution for the above-mentioned proposed
re-appointment.

• Appointment / Resignation of the Directors

During the financial year, Mr. Dinesh Kumar Goyal
resigned as Whole-time Director, effective from the close
of business hours on May 21, 2025. The Board places
on record its sincere appreciation for his significant
contributions during his tenure.

In a related development, based on the recommendation
of the Nomination and Remuneration Committee, the

Board appointed Mr. Devendra Bhushan Gupta (DIN:
00225916) as an Additional Executive Director, effective
June 01, 2025. Subsequently, his appointment as a
Whole-time Director was regularized by the shareholders
at the 23^rd Annual General Meeting held on August 19,
2025. Mr. Gupta has also been appointed as member
of the Corporate Social Responsibility Committee,
Business Strategy & Review Committee, Debenture
Committee, Finance Committee and Management
Committee of the Board.

Mr. Gupta is a former IAS Officer with more than 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.

• Independent Directors

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

All Independent Directors have submitted declarations
under Section 149(7) of the Act, confirming that they
meet the criteria of independence as prescribed under
Section 149(6) and Regulation 16(1) (b) of the Listing
Regulations. Furthermore, pursuant to Regulation 25(8),
they have affirmed that there are no circumstances or
situations that could impair their ability to exercise
objective, independent judgment.

In compliance with Section 150, all Independent
Directors have enrolled their names in the Independent
Directors’ Databank maintained by the Indian Institute
of Corporate Affairs (IICA). The Board, after due
evaluation, confirms their high integrity, specialized
expertise, and proficiency, as well as their independence
from the Company's management.

Further, Ms. Pooja Hemant Goyal (DIN: 07813296)
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
the closure of business hours on May 14, 2025.

• Key Managerial Personnel

Pursuant to Sections 2(51) and 203 of the Act, read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the following
officials served as the Key Managerial Personnel (KMPs)
of the Company as on March 31, 2026:

• Mr. Harendra Singh, Managing Director

• Mr. Vij endra Singh Choudhary, Whole-time Director

• Mr. Devendra Bhushan Gupta, 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, 2026, the Board maintained five statutory
committees to ensure specialized oversight in key areas: the
Audit Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Stakeholders
Relationship Committee, and Risk Management Committee.

In line with best governance practices, the Board considered
and accepted all recommendations made by these committees
during the financial year. Detailed information regarding
committee compositions, mandates, and meeting frequencies
is included in the Corporate Governance Report as Annexure
II, which forms an integral part of this Annual Report.

CERTIFICATE FROM PRACTICING
COMPANY SECRETARIES

Pursuant to the SEBI Listing Regulations, the Company
confirms that none of its Directors have been debarred or
disqualified from being appointed or continuing 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, issued by M/s Deepak Arora
& Associates (Firm Registration No. P2001RJ080000),
Practicing Company Secretaries, is included as an integral part
of the Corporate Governance Report.

The Board consists of individuals of high repute and extensive
experience, maintaining an optimal balance of Executive and
Non-Executive Directors, with a majority being Independent
Directors, ensuring robust and objective leadership.

FAMILIARIZATION PROGRAMS FOR
INDEPENDENT DIRECTORS

The Company implements comprehensive Familiarization
Programs designed to equip Independent Directors with a deep
understanding of their roles, rights, and responsibilities. Upon
appointment, Directors undergo a structured orientation
covering the Company’s strategy, business model, financial
framework, human resource policies, and CSR initiatives.

To ensure ongoing alignment with the Company’s progress,
the Board and its Committees receive regular presentations on
operational performance, market dynamics, and the evolving
regulatory landscape. These updates empower Independent
Directors to exercise objective judgment and provide strategic
guidance within the current business environment.

In accordance with the Listing Regulations, details of
the familiarization programs conducted during the year
are available on our website at: https://hginfra.com/pdf/
familarisation programme for independent directors.pdf.

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

Pursuant to Section 178(3) of the Act and Regulation 19 of
the Listing Regulations, the Nomination and Remuneration
Committee (“NRC”) has established a comprehensive
framework for determining the qualifications, positive
attributes, and independence of Directors. This framework
ensures that the Board remains composed of individuals with
the requisite expertise and integrity to drive the Company’s
strategic objectives. The core components of these criteria are
summarized below:

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

Pursuant to the Act and the Listing Regulations, the Board has
completed a formal annual evaluation of its own performance,
its committees, and individual Directors, including the
Independent Directors.

The evaluation was conducted through structured
questionnaires designed in accordance with the SEBI Guidance

Note on Board Evaluation, Section 178 (read with Schedule IV)
of the Act, and the ICSI Guidance Note on Board Evaluation.
This methodology ensures a multi-dimensional assessment of
Board effectiveness and leadership.

Furthermore, in a dedicated session, the Independent Directors
evaluated the performance of Non-Independent Directors, the
Board as a whole, and the Chairperson. The detailed criteria
and the qualitative outcomes of this assessment are disclosed in
the Corporate Governance Report (Annexure II).

For historical context, the evaluation details for the previous
year are available in our prior Annual Reports at hginfra.com/
annual-report.php.

POLICY ON DIRECTORS’ AND KMP
APPOINTMENT & REMUNERATION

In accordance with Section 178(3) of the Act, the Company
has adopted a Nomination and Remuneration Policy that
governs the appointment and remuneration of Directors,
Key Managerial Personnel, and Senior Management. This
policy sets out the criteria for determining qualifications,
positive attributes, and independence, ensuring a transparent
leadership structure.

The full policy is accessible on the Company’s website at:
https://hginfra.com/pdf/nomination and remuneration
policy new 2025.pdf.

We hereby affirm that the remuneration paid to all Directors
during the financial year was in strict accordance with the
terms and conditions stipulated in the Nomination and
Remuneration Policy.

SELECTION AND PROCEDURE FOR
NOMINATION AND APPOINTMENT OF
DIRECTORS

The NRC is tasked with identifying and developing the core
competency requirements for the Board, ensuring alignment
with the Company’s evolving industry landscape and strategic
goals. Our current Board composition is the result of a
deliberate analysis, ensuring a deep collective understanding
of the Company’s operations, financial health, and complex
regulatory environment.

The NRC maintains a rigorous selection process that
includes benchmarking potential candidates against
identified competency gaps, conducting comprehensive due
diligence, and performing background references. Prior to
a formal recommendation to the Board, the NRC engages
in detailed interviews with candidates to brief them on the
specific expectations and expert knowledge required for their
respective roles.

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

The Company’s Code of Conduct serves as the cornerstone
of our corporate governance, ensuring uniform standards of
ethical behaviour and professional business practices across
the organization. The full text of the Code is available on our
website at: https://hginfra.com/pdf/code of conduct for
board and senior management personnel 24.pdf.

In accordance with the SEBI Listing Regulations, a formal
declaration by the Chairman & Managing Director, affirming
that all Board Members and Senior Management Personnel
have complied with the Code of Conduct for the financial year
ended March 31, 2026, is incorporated into the Corporate
Governance Report forming part of this Annual Report.

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

To ensure operational efficiency and financial integrity, the
Board has implemented a comprehensive internal control
framework. This includes robust policies and procedures
designed for the safeguarding of assets, the prevention and
detection of frauds and errors, and the ensuring of accuracy
and completeness of accounting records.

The Audit Committee maintains active oversight, periodically
reviewing the adequacy and effectiveness of these systems
and recommending enhancements to meet evolving business
needs. Furthermore, the Company utilizes a Management
Information System (MIS), which serves as a critical pillar of
our internal control mechanism. For a detailed assessment of
these systems, please refer to the Management Discussion and
Analysis section of this Report.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS OR COURTS

No significant or material orders were passed by regulators,
courts, or tribunals during the year that would affect the
Company's ability to continue as a going concern or have a
material impact on its future operations.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, no frauds were reported by
the Statutory, Cost, or Secretarial Auditors to the Audit
Committee or the Central Government under Section 143(12)
of the Companies Act, 2013. The Company maintains a zero-

tolerance approach toward fraudulent activities and continues
to strengthen its internal vigilance.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, a copy of the Annual
Return as of March 31, 2026, in the prescribed Form MGT-7,
is available on the Company’s website. Stakeholders may access
the document at https://hginfra.com/annual-report.php.

SECRETARIAL STANDARDS

The Company maintains strict adherence to all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors confirms that the Company’s internal
financial controls and compliance systems are robust, supported
by the work of internal, statutory, cost, and secretarial auditors,
as well as periodic reviews by Management and the Audit
Committee. Based on this integrated framework, the Board
is of the opinion that the internal financial controls were
adequate and operating effectively 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 Company’s financial statements are audited jointly by two
firms of repute. M/s. M S K A & Associates, LLP Chartered
Accountants (Firm Registration No. 105047W/W101187,
were appointed at the AGM held on August 03, 2022, for a
first term of five consecutive years. M/s. Shridhar & Associates,
Chartered Accountants (ICAI Firm Registration No. 134427W),
were appointed at the AGM held on September 25, 2020, for
a first term of five consecutive years.

Subsequently, the shareholders at the 23^rd AGM held on August
19, 2025, appointed M/s. Shridhar & Associates, Chartered
Accountants (ICAI Firm Registration No. 134427W), as Joint
Statutory Auditors for the second term of five consecutive years.

The Reports issued by the Joint Statutory Auditors on the
Standalone and Consolidated Financial Statements of the
Company for the financial year ended March 31, 2026, form
part of this Annual Report.

The Standalone and Consolidated Report of the Statutory
Auditors draws Emphasis of Matter as follows:

“We draw attention to Note 58 and Note 60 to the standalone
financial statements and consolidated financial statements
which describes the uncertainty related to outcome of search
proceedings conducted by the Central Bureau of Investigation,
Anti-Corruption Bureau, Patna. Based on the recommendation
of Audit Committee, the Company has appointed external firm
to review certain aspects related to the matter. The aforesaid
note further states the Company’s position that there is no
impact on these standalone financial statements, at this stage.

Our opinion is not modified in respect of this matter.”

With reference to the aforementioned Emphasis of Matter, the
Board submits the following:

The Board submits that Company has disclosed in its Report
to the members about the search proceedings initiated by
the Central Bureau of Investigation (CBI), Anti-Corruption
Bureau, Patna in January 2026. Further developments in the
matter have also been appropriately disclosed by the Company
to the Stock Exchanges from time to time in accordance
with applicable laws and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Based on the assessment carried out by the management, the
opinion obtained from the legal counsel of repute and the
review undertaken by the external firm, the Board is of the
view that the matter does not have any material impact on
the standalone and consolidated financial statements of the
Company for the financial year ended March 31, 2026.

The Company continues to extend its full cooperation to
the investigating agency. The Statutory Auditors have issued
an unmodified opinion on the standalone and consolidated

financial statements, and the aforesaid Emphasis of Matter
does not constitute a qualification, reservation, adverse remark
or disclaimer of opinion.

Secretarial Auditors

M/s. Deepak Arora & Associates, Practicing Company
Secretaries (Firm Registration No. P2001RJ080000), were
appointed as the Secretarial Auditors of the Company. The
shareholders, at the 23^rd Annual General Meeting held on
August 19, 2025, approved their appointment for a five-year
term starting from FY 2025-26 to FY 2029-30. Notably,
the firm has been subjected to the peer review process of the
Institute of Company Secretaries of India (ICSI) and holds a
valid Peer Review Certificate.

The Secretarial Audit Report for the financial year ended
March 31, 2026, issued by the Secretarial Auditors in Form
MR-3, is annexed as Annexure IV (A) to this Report. We
are pleased to state that the said report does not contain any
qualifications, observations, reservations, or adverse remarks.

In alignment with Regulation 24A of the Listing Regulations,
the Annual Secretarial Compliance Report for the financial
year ended March 31, 2026, which monitors compliance with
applicable SEBI Regulations, Circulars, and Guidelines, was
issued by M/s. Deepak Arora & Associates and is annexed as
Annexure IV (B).

The Company has obtained a certificate from the Secretarial
Auditors confirming compliance with the conditions of
Corporate Governance as stipulated under the Listing
Regulations. This certificate is incorporated within the Report
on Corporate Governance forming part of this Annual Report.

As of March 31,2026, the Company did not have any material
unlisted subsidiary incorporated in India, as defined under
Regulation 24A of the Listing Regulations. Consequently,
the requirement to annex Secretarial Audit Reports of such
subsidiaries is not applicable for the year under review.

Cost Records and Cost Audit

In accordance with the provisions of Section 148(1) of the Act,
read with the Companies (Cost Records and Audit) Rules, 2014,
the Company has maintained the prescribed cost accounts and
records for its infrastructure and construction activities.

M/s. Rajendra Singh Bhati & Co., Cost Accountants (Firm
Registration No. 101983), conducted the cost audit for the
financial year 2025-26.The Cost Auditors will submit their Cost
Audit Report within the timelines prescribed under the Act.

Based on the recommendation of the Audit Committee, the
Board has approved the re-appointment of M/s. Rajendra
Singh Bhati & Co. as the Cost Auditors of the Company
for the financial year 2026-27. The Company has received a
written confirmation from the firm regarding their eligibility
and independence as per the prescribed standards.

Pursuant to Section 148(3) of the Act, the remuneration
proposed for the Cost Auditors for the financial year 2026¬
27 is subject to ratification by the shareholders. A relevant
resolution for this purpose has been included in the Notice
convening the ensuing Annual General Meeting.

Internal Auditors

The Board of Directors had appointed M/s. Mahajan &
Aibara LLP Chartered Accountants (Firm Registration No.
105742W) as the Internal Auditors to conduct the Internal
Audit of the Company for the financial year 2025-26.

The Internal Audit reports were periodically placed before the
Audit Committee for review. The Committee discussed the
audit observations and suggestions with the Management, and
necessary corrective and preventive actions were implemented
to strengthen the internal control framework.

Based on the recommendation of the Audit Committee, the
Board has re-appointed M/s. Mahajan & Aibara Chartered
Accountants LLP as the Internal Auditors of the Company for
the financial year 2026-27.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In alignment with Section 135 of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the
Company has a duly constituted CSR Committee. The
Committee is responsible for formulating and monitoring the
CSR Policy and overseeing the implementation of projects
that create sustainable social impact. Details regarding the
composition of the Committee and meetings held during the
year are provided in the Corporate Governance Report.

The Board has adopted a comprehensive CSR Policy that
outlines the Company’s philosophy and strategic approach
toward community development. Our initiatives focus on
areas mandated under Schedule VII of the Act, ensuring our
growth is inclusive and socially responsible. The CSR Policy
is available on the Company’s website at: https://hginfra.com/
pdf/corporate social responsibility csr policy 22.pdf.

The Annual Report on CSR activities for the financial year
ended March 31, 2026, containing the details of expenditure
and projects undertaken, is annexed as Annexure V and forms
an integral part of this Report.

RISK MANAGEMENT

The Company has implemented a dynamic and comprehensive
Risk Management Framework designed to identify, assess, and
mitigate risks across all business operations. This framework is
integrated into our strategic planning and is in full alignment
with regulatory requirements and industry benchmarks.

The Company is exposed to various financial and operational
risks, including market risk, credit risk, liquidity risk, regulatory

risk, human resource risk, and commodity price risk. Detailed
qualitative and quantitative disclosures regarding these risks are
provided in Note No. 40 to the Standalone and Consolidated
Financial Statements.

In compliance with Regulation 21 of the Listing Regulations,
the Board has constituted a Risk Management Committee
(RMC). The Committee’s composition conforms to statutory
mandates, with a majority of members being Directors of the
Company. The RMC is tasked with overseeing the Company’s
risk appetite and ensuring that strategic and business risks are
mitigated through robust policy development and internal
control systems. The Committee’s terms of reference are
detailed in the Corporate Governance Report.

The Board has adopted a Risk Management Policy pursuant
to Regulation 17(9) of the Listing Regulations. This policy
serves as the blueprint for early risk identification, including
emerging threats such as cyber security and existential risks.
The policy is embedded across all functional departments to
ensure a culture of risk-aware decision-making.

The Board periodically monitors and evaluates the effectiveness
of risk mitigation plans. Based on the current assessment,
the Board confirms that there are no identifiable risks that
threaten the going concern status or the continued existence
of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

In compliance with Section 177(9) of the Act and Regulation
22 of the Listing Regulations, the Company has established
a robust Vigil Mechanism. The Vigil Mechanism/ Whistle¬
Blower Policy provides a formal platform for Directors,
employees, and stakeholders to report genuine concerns
regarding unethical behaviour, actual or suspected fraud, or
violation of the Company’s Code of Conduct.

The policy is designed to ensure that whistleblowers are
protected against any form of reprisal, discrimination, or
victimization. The Company is committed to investigating all
reported incidents in a fair and impartial manner, ensuring that
the highest standards of professional and ethical conduct are
maintained. The mechanism also provides for direct access to
the Chairperson of the Audit Committee in exceptional cases.

The company received two complaints during this period,
both were voluntarily withdrawn by the complainants.

The Policy is embedded across the organization and is
accessible on the Company’s website at: https://hginfra.com/
pdf/vigil mechanism whistle blower policy 22.pdf Further
details regarding the operation of the Vigil Mechanism are
provided in the Report on Corporate Governance.

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

Pursuant to the provisions of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the
relevant information for the financial year ended March 31, 2026, is provided below:

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34(2) (f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Business Responsibility and Sustainability Report (BRSR)
for the Financial Year under review, describing the initiatives
taken by the Company from an Environmental, Social, and
Governance (ESG) perspective, is integrated into this Annual
Report and is annexed as Annexure VI.

Our sustainability strategy is built upon the nine core principles
of the National Guidelines on Responsible Business Conduct
(NGRBC). The Company remains steadfast in its commitment
to sustainable value creation, environmental stewardship,
inclusive social development, and ethical corporate governance.

ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (ESG)

Sustainability remains at the core of our business operations.
The Company continuously strives to align its strategic
milestones with progressive ESG principles.

During the Financial Year under review, the Company’s
governance structure continued to enforce absolute
transparency, zero-tolerance policies toward unethical conduct,
and thorough compliance across all operations.

The Company leverages technology to address environmental
challenges like climate change, water scarcity, and waste
management. We are equally committed to social responsibility
through digital skilling, inclusive workplaces, and community
empowerment. Guided by our core values and overseen by a
dedicated ESG team, we continue to set high standards for
ethical and sustainable business practices.

CREDIT RATING

The Company’s commitment to financial discipline and a robust balance sheet is reflected in the investment-grade credit ratings
assigned by leading rating agencies. The credit rating profile as of March 31, 2026, is as follows:

CONFLICT OF INTERESTS

To ensure absolute transparency and the highest standards ofcorporate governance, all Directors provide annual disclosures regarding
their external directorships and committee memberships, with timely updates provided as changes occur throughout the year.

This rigorous practice underpins the Company’s commitment to identifying and preventing potential conflicts of interest. In line
with statutory requirements and the Company’s Code of Conduct, any Board Member having a personal interest or concern in
a matter under discussion abstains from both the deliberation and the voting process for such transactions. This ensures that all
Board decisions are made objectively and in the best interests of the Company and its stakeholders.

SHAREHOLDERS AND INVESTORS

The Company maintains a transparent and proactive
communication framework with its shareholders and the
investment community. Through a multi-faceted approach
encompassing financial reports, digital platforms, and direct
interactions, we ensure consistent and timely disclosure of all
material information. A dedicated email address,cs@hginfra.
com, is maintained to address shareholder inquiries and
grievances effectively.

Our Investor Relations team actively engages with analysts
and institutional investors through quarterly earnings calls,
one-on-one meetings, and participation in various investor
conferences. These platforms allow the Management to discuss
the Company’s financial performance and strategic outlook.
The Annual General Meeting remains a key forum for direct
interaction between the Board and our individual shareholders.

The details of investor and analyst interactions during the
financial year 2025-26 are summarized below:

ENVIRONMENT HEALTH AND SAFETY
(EHS) PROTECTION

During the period under review, the Company reinforced its
commitment to operational excellence by prioritizing a zero-
compromise safety culture and environmental sustainability.
The company successfully navigated high-risk activities—such
as heavy lifting in dense urban traffic and construction within
live railway environments—through rigorous risk assessments,
advanced permit-to-work systems, and continuous workforce
training. Beyond physical safety, the framework integrated
a transition toward cleaner energy sources, including solar
and grid power, to reduce emissions and align with global
sustainability best practices.

A significant driver of this year’s success was the integration
of digital EHS monitoring tools, such as CCTV surveillance
and data-driven proactive risk analysis, which enhanced real¬
time oversight and emergency preparedness. These strategic
initiatives led to measurable performance gains, including
sustained high levels of safe man-hours and a notable
reduction in regulatory violations. By blending technological
innovation with community-focused efforts like public safety
campaigns and tree plantation drives, the company solidified
its reputation as a responsible and compliant leader in the
infrastructure sector.

INSIDER TRADING CODE

In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (“PIT Regulations”), the Company has
implemented a robust framework to prevent insider trading
and abusive self-dealing. The Board has adopted the Code
of Conduct to Regulate, Monitor and Report Trading
by Designated Persons and the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI).

The primary objective of these Codes is to safeguard the
interests of shareholders by ensuring that no "Designated
Person" or "Connected Person" trades in the Company’s
securities while in possession of UPSI. The Company has
established digital systems for maintaining a Structured Digital
Database (SDD) to track the flow of UPSI, ensuring a secure
and transparent environment.

The Company Secretary serves as the Compliance Officer,
overseeing the implementation of the Code and ensuring
timely disclosures to the Stock Exchanges. The Code is strictly
enforced to prevent the misuse of sensitive information and
to maintain the integrity of the Company's securities in the
capital market.

The Code is available on the website of the Company at
https://hginfra.com/pdf/code of prohibition of insider
trading 26.pdf.

The Company ensures that the Code is effectively disseminated
and brought to the notice of all relevant stakeholders through
the following established channels:

a) Onboarding and Integration: All new employees are
sensitized to the provisions of the Code at the time of
their induction. The Code forms an integral part of the
joining kit ensuring that every employee is aware of his
responsibilities regarding Insider Trading regulations
from the commencement of his employment.

b) Periodic Communication and Email Intimations:

The Company maintains a process of regular electronic
communication to ensure that the Code remains a
priority for all stakeholders. This includes periodic
email intimations sent to all Designated Persons (DPs)
to reinforce the guidelines of the Code and Specific
notifications regarding Trading Window closures and
the handling of Unpublished Price Sensitive Information
(UPSI) which are circulated via official email channels.

c) Specialized Training Initiatives: As a part of the
Company’s ongoing commitment to robust corporate
governance, the Company has introduced a dedicated
PIT (Prohibition of Insider Trading) Training Module for

all the specified persons and is available on the internal
platform of the Company. The program is specifically
designed to provide in-depth understanding, practical
case study, and clarity on the regulatory requirements of
the PIT Regulations, ensuring that those with access to
sensitive information are fully equipped to comply with
the law in letter and spirit. To fulfill the requirements
of the training module, employees must review the
comprehensive training materials before attempting the
designated assessment. The training is officially recorded
as 'Complete' only upon the successful submission of
the assessment.

d) Accessibility: The updated Code is also hosted on
the Company’s website and internal portal, serving
as a constant point of reference for all Key Managerial
Personnel (KMPs), employees, and connected persons.

DIRECTORS AND OFFICERS LIABILITY
INSURANCE (D&O)

In compliance with Regulation 25(10) of the Listing
Regulations, the Company has secured a Directors’ and
Officers’ (D&O) Liability Insurance policy. This insurance
provides indemnity to the Directors, including Independent
Directors, and Officers of the Company against liabilities
arising from acts of negligence, default, breach of duty, or
misstatement in the performance of their duties.

SUCCESSION PLANNING

The Company recognizes that proactive succession planning
is vital for maintaining leadership continuity and driving
long-term organizational success. The Nomination and
Remuneration Committee (NRC) is mandated to oversee
the succession pipeline for the Board of Directors and
Senior Management.

The NRC identifies and nurtures a talent pool of internal
candidates, complemented by external benchmarking,
to ensure that the Company is well-equipped with the
necessary leadership depth to meet future challenges. The
principles and criteria governing this process are detailed in
the Nomination and Remuneration Policy to reflect evolving
governance standards.

The policy is accessible on the Company’s website at:
https://hginfra.com/pdf/nomination and remuneration
policy new 2025.pdf.

INDUSTRIAL RELATIONS

In pursuit of sustainable, long-term growth and robust order
book visibility, the Company maintains its pre-qualified and
empanelled status with premier government authorities,
public sector undertakings, and major institutional clients,
thereby ensuring its continuous eligibility for high-value
infrastructure tenders.

To optimize project execution timelines, manage resource
allocation, and mitigate operational risks associated with
complex engineering projects, the Company strategically enters
into collaborative arrangements, including Joint Ventures,
consortia, and structured sub-contracting agreements with
select industry partners. These synergistic alliances successfully
aggregate complementary technical expertise, financial
capabilities, and operational strengths, thereby sharpening the
Company’s competitive advantage during the bidding stage
and ensuring the successful delivery of large-scale, capital¬
intensive infrastructure assets.

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:

♦ 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;

♦ 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;

♦ 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;

♦ 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;

♦ 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;

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

♦ 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

♦ 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 Board of Directors expresses its sincere gratitude to the

Government of India, State Governments, and regulatory

authorities for their continued support. They also thank
the Company’s bankers, clients, and vendors for their
enduring partnership.

The Directors deeply appreciate the commitment and
professionalism of the employees, whose efforts drive the
Company's success. They remain grateful to our shareholders
for their unwavering trust and look forward to their
continued support.

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

Harendra Singh

Place: Jaipur Chairman & Managing Director

Date: May 28, 2026 DIN: 00402458