H.G. Infra Engineering Ltd

To,

The Members

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”).

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

(Amount in Rs Million, except per share data)

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

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

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

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

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 Rs 7,631.00 Million.

• Up-gradation of existing 6 Lane road including elevated corridor as per site requirements from km 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 Rs 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 Rs 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 Rs 5,112.20 Million.

• Redevelopment of New Delhi Railway Station and construction of associated Infrastructure on Engineering, Procurement and Construction (EPC) Mode valued at Rs 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 Rs 87,431 Million (excluding GST/taxes) for the financial year.

The Company's order book reached Rs 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.

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 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

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.

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.

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.

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:

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.

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..

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

The Company has maintained cost accounts and records as specified by the Central Government under subsection (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.

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.

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”

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.

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.

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:

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.

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.

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

*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.

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.

The Company maintains robust communication channels with shareholders and investors, including regular financial disclosures, a dedicated email address i.e. cs@hginfra.com, 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.

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.

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.

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.

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.

Recognizing the importance of strong client relationships, the Company actively develops and maintains prequalified 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.

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.

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.