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

FINANCIAL RESULTS

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

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

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

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

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

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

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

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

Performance of subsidiaries, associates, and
joint ventures

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

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

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

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

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

CHANGE IN NATURE OF BUSINESS

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

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

CAPITAL, SHARES AND DEBENTURES

The following outlines the Company's current
capital structure:

Authorized Capital:

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

Issued, Subscribed & Paid-up Capital:

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

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

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

Non-Convertible Debentures (NCDs):

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

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

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

DIVIDEND

The Board recommended dividend as under:

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

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

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

Note:

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

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

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

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

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

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

TRANSFER TO RESERVES

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

PARTICULARS OF LOANS GIVEN,

INVESTMENTS MADE, GUARANTEES

GIVEN AND SECURITIES PROVIDED

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

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

DEPOSITS

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

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

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

PARTICULARS OF CONTRACTS AND
ARRANGEMENTS MADE WITH RELATED
PARTIES

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

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

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

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

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

BOARD POLICIES

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

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

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

HUMAN RESOURCES DEVELOPMENT

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

• Strategic Talent Acquisition:

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

• Workplace Culture and Employee
Experience:

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

• Managerial & Leadership Development:

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

• Frontline Capability Building:

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

• Digitization of HR Processes:

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

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

• Internal Complaints Committee (ICC):

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

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

PARTICULARS OF EMPLOYEE
REMUNERATION

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

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

MEETINGS OF THE BOARD

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

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

• Re-appointment of the Directors

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

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

• Appointment/Resignation of the Directors

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

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

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

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

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

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

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

Independent Directors

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

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

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

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

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

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

• Key Managerial Personnel

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

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

• Mr. Harendra Singh, Managing Director

• Mr. Vijendra Singh, Whole-time Director

• Mr. Dinesh Kumar Goyal, Whole-time Director

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

• Ms. Ankita Mehra, Company Secretary &
Compliance Officer

Committees of the Board

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

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

Certificate from Practicing Company Secretaries

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

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

Familiarization Programs for Independent
Directors

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

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

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

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

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

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

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

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

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

POLICY ON DIRECTORS’ AND KMP
APPOINTMENT & REMUNERATION

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

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

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

SELECTION AND PROCEDURE FOR
NOMINATION AND APPOINTMENT OF
DIRECTORS

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

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

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

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS OR COURTS

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

REPORTING OF FRAUDS BY AUDITORS

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

ANNUAL RETURN

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

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

SECRETARIAL STANDARDS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

AUDITORS AND AUDIT REPORTS
Statutory Auditors

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

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

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

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

Secretarial Auditors

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

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

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

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

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

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

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

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

Cost Records and Cost Audit

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

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

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

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

Internal Auditors

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

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

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

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

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

RISK MANAGEMENT

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

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

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

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

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

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

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

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

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

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

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

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

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)

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

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

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

CREDIT RATING

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

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

CONFLICT OF INTERESTS

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

SHAREHOLDERS AND INVESTORS

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

Investor and Analyst Interactions in the financial year:

ENVIRONMENT HEALTH AND SAFETY (EHS) PROTECTION

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

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

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

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

INSIDER TRADING CODE

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

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

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

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

DIRECTORS AND OFFICERS LIABILITY
INSURANCE (D&O)

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

SUCCESSION PLANNING

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

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

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

INDUSTRIAL RELATIONS

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

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

OTHER DISCLOSURES

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

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

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

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

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

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

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

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

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

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

APPRECIATION AND ACKNOWLEDGEMENT

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

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

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

Harendra Singh

Place: Jaipur Chairman & Managing Director

Date: May 21, 2025 DIN: 00402458