Equity Analysis

To,

The Members

Rs..G. Infra Engineering Limited

Your directors (Board of Directors/"the Board") are pleased to present the 21^st Annual Report of Rs..G. Infra Engineering Limited ("the Company"/ "HGIEL") together with the Audited Financial Statement (standalone and consolidated) for the Financial year ended March 31, 2023 (the "Financial Year").

FINANCIAL RESULTS

The Company's Financial performance (standalone and consolidated) for the year ended March 31, 2023 is summarised below: (Amount in Rs. Million, except per equity share data)

*The Financial Statements of the subsidiaries and associates used for the preparation of the consolidated Financial statements are in accordance with the Generally Accepted Accounting Principles in India ("GAAP") specified under Section 133 and relevant provisions of the Companies Act, 2013 (the "Act"). The Financial statements of subsidiaries, associates and jointly controlled operations are prepared as per Indian Accounting Standards in accordance with the Companies (Indian Accounting Standards) Rules, 2015.

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

Highlights of the Company's Financial performance for the year ended March 31, 2023 are as under:

Standalone

At Standalone level, the Revenue from Operations increased to RS.4,185.36 Million as against RS.6,151.95 Million in the previous year, recording an increase of 22.22%. The Net Profit before Tax amounted to RS.,687.36 Million as against RS.,546.36 Million in the previous year, recording an increase of 25.10%. The Net Profit after tax amounted to RS.,213.83 Million against RS.,387.60 Million reported in the previous year, recording an increase of 24.39% and total comprehensive income for the period amounted to

RS.,206.09 Million as against RS.,373.46 Million in the previous year, recording an increase of 24.68%.

Consolidated

At Consolidate level, the Revenue from Operations increased RS.6,220.08 Million as against RS.7,514.31Million in the previous year, recording an increase of 23.21%. The Net Profit before amounted to RS.,645.74 Million as against RS.,146.23 Million the previous year, recording an increase of 29.14%. The Net Profit after tax amounted to RS.,931.91 Million against RS.,800.36 Million reported in the previous year, recording an increase of 29.77% and total comprehensive income for the year amounted to RS.,924. Million as against RS.,786.22 Million in the previous year, recording an increase of 30.05%.

BUSINESS OPERATIONS/ PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARIES

During the Financial year, the Company has received the following orders: (1) Execution of Civil & Associated works on Engineering Procurement & Construction (EPC) basis for "Development of an Access – Controlled Six lane (Expandable to Eight lane) Greenfield ‘Ganga Expressway' [Group-II, from km. 137+600 (Village: Nagla Barah, Distt. Budan) to km: 289+300, (Village: Ubariya Khurd, Distt. Hardoi), Design Length = 151.700 Km] in the State of Uttar Pradesh on DBFOT (Toll) basis under PPP valued at RS.9,709.94 Million; (2) Construction of 6-Lane Greenfield Karnal Ring Road starting from NH-44 near Village Shamgarh (Design km 0+000) and terminating at Karnal-Munak Road (MDR-115) near Village Samalakha (Design km 34+500) under Bharatmala Pariyojana in the state of Haryana on Hybrid Annuity Mode (HAM) valued at RS.,971.10 Million; (3) Contract DC-01A: Part Design and Construction of Elevated Viaduct and four Elevated Stations viz. Keshopur, Paschim Vihar, Peeragarhi & Mangolpuri (Excluding Architectural Finishing works of stations, Steel FOB & PEB works of stations) from P2 (excl.) to PP88 (excl.) [Chainage 3118.108 mt. to 6080.447 mt.] and from P103 (excl.) to Mangolpuri Station (incl.) [Chainage 6462.547 mt. to 7012.051 mt.] of Janakpuri West to R.K. Ashram Corridor (Extn. of Line-8) of Phase- IV of Delhi MRTS valued at RS.,121.10 Million; (4) Construction of Foundations, Substructure & Superstructure along With River Training/Protection Work, Earthwork & allied works for viaduct 1 & 2 in between Chainage Km 47+415 To Km 50+900, in connection with Bhanupali-Bilaspur-Beri New Railway Line in District Bilaspur of Himachal Pradesh State, India valued at RS.,661.10 Million; (5) Construction of 6 lane Greenfield Varanasi Ranchi Kolkata Highway from Deoria village to Donoreshan village from km 253.000 to km 288.600 under Bharatmala Pariyojana in the State of Jharkhand on HAM (PKG 10) valued at RS.3,031.10

Million;

(6) Redevelopment of Kanpur Central Railway Station at Kanpur on Engineering, Procurement and Construction (EPC) mode in the state of Uttar Pradesh valued at RS.,551.00 Million; and (7) Construction of 6 lane Greenfield Varanasi-Ranchi-Kolkata Highway from Jn with NRS.20 in Lepo village to Kamlapur village (JH/WB border) from km 358.500 to km 387.200 under Bharatmala Pariyojana in the state of Jharkhand on HAM (Package 13) valued at RS.,251.10 Million.

Taking all these projects into count, the total order inFlow for the Financial year was RS.6,298 Million (excluding GST/applicable taxes). Out of total orders awarded, RS.4,384 Million from Private

client, RS.8,920 Million from National Highways Authority of India (NHAI)- Highway Projects and remaining RS.2,994 Million from Railway & Metro Sectors.

Order book as on March 31, 2023 stood at RS.,25,953 Million and out of the total order book, 69% are government contracts and 31% are from private clients.

Projects Completed during the Financial year 2022-23

During the Financial year, the Company received the provisional completion certificates/ completion certificates for following projects: (1) Ateli Narnaul: Construction of proposed Narnaul Bypass (Design Length 24.00 km) & Ateli Mandi to Narnaul section of NH-11 from km 43.445 to km 56.900 (Design Length 14.00 km) as an economic corridor-feeder route PKG-II in the state of Haryana on Hybrid Annuity Mode; (2) Delhi – Vadodara Green Field Alignment: Construction of Eight Lane Carriageway starting at Haryana- Rajasthan border and ends at Junction with SRS.4 (Km 78+800 to Km 115+700) Section of Delhi – Vadodara Green Field Alignment (NH-148N) on EPC Mode under Bharatmala Pariyojna (Pkg-4) in the state of Rajasthan; (3) Gurgaon Sohna: Six laining and strengthening of new NH-248A from existing km 11+682 to km 24+400 (Design Ch. 9+282 to km 22+000) under NHDP Phase-IV on Hybrid Annuity mode in the State of Haryana." Package-II; (4) Bhawi-Pipar-Khimsar: Development and up-gradation of Bhawi- Pipar- Khimsar Highway (SH-86 C) Length 83.225 Km (Package No WB/RSHDP II/EPC/02) in the state of Rajasthan on Engineering, Procurement and Construction (EPC) basis; (5) Kunadal to Jhadol: Up-gradation to two lane with paved shoulder from Kundal to Jhadol (Section of NH-58E) from Km 0.000 To Km. 43.900 on EPC Mode (Package I) in the State of Rajasthan; and (6) Delhi-Vadodara PKG-8: Construction of 8 lane access controlled Expressway starting near Start of RoB near junction with NH-11A to Junction with MDR-1 (Baonli- Jhalai road) (Ch.214.260-247.310) section of Delhi-Vadodara Green field Alignment (NH-148N) on EPC Mode under Bharatmala Pariyojna in the State of Rajasthan.

YEAR AHEAD AND PROSPECTUS

The Company currently has a strong order book of RS.,25,953 Million, leading to clear visibility in future. The Company continues to work towards strengthening and improving the order book going forward. The present order book and the opportunities in the infrastructure space give good visibility towards a sustainable and profitable growth going forward. Continuous thrust on using latest technologies and better processes would ensure further improvement of margin going forward.

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

As on March 31, 2023, the Company has 10 (ten) wholly owned subsidiaries (the "subsidiaries"), 2 (two) associates and 2 (two) Jointly Controlled Operations as disclosed in the accounts. The Company does not have any holding company as on March 31, 2023.

During FY 2022-23, the following changes have taken place in subsidiary / associates / joint venture companies:

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

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Financial statements of the subsidiary companies in the prescribed format Form AOC-1 is annexed as "Annexure-I" to this Report. The statement also provides details of the performance and Financial position of each of the subsidiaries, associates and jointly controlled operations. Audited Financial statements together with related information and other reports of each of the subsidiary companies can be accessed on the Company's website at https://hginfra.com/ investors-relation.html#btn-quart The Company funds its subsidiaries, from time to time, in the ordinary course of business and as per the funding requirements, through equity, loan, guarantee and/or other means to meet working capital requirements.

In terms of the Company's Policy on determining "material subsidiary", during the Financial year, Gurgaon Sohna Highway Private Limited, Rs..G. Ateli Narnaul Highway Private Limited and Rs..G. Rewari Ateli Highway Private Limited were determined as the material subsidiaries whose income exceeds 10% of the consolidated income of the Company in the immediately preceding Financial year. The Policy for determining material subsidiary Company, as approved, can be accessed on the Company's website at https://www.hginfra.com/investors-relation.html#btn-policy Rs..G. Raipur Visakhapatnam OD-5 Private Limited has become material subsidiary of the Company, based on the audited Financial statements for the FY 2022-23.

(1) Gurgaon Sohna Highway Private Limited (GSH)

GSH was incorporated as Special Purpose Vehicle (SPV) on April 06, 2018 for domiciling a project allotted by the National Highways Authority of India i.e. "Construction of Six laning and strengthening of new NH- 248A from existing km 11+682 to existing km. 24+400 in the state of Haryana Package-2: Existing Ch. Km 11+682 to km 24+400 (Design Ch. km 9+282 to km 22+000) under NHDP Phase IV on Hybrid Annuity Mode". Highlights of performance of GSH and its contribution to the overall performance of the Company during the period under report: (Amount in Rs. Million)

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

HGRAH was incorporated as Special Purpose Vehicle (SPV) on April 08, 2019 for domiciling a project allotted by the National Highways Authority of India i.e. "Upgradation of Four Lane of Rewari-Ateli Mandi Section of NH-11 from km 11.780 at Rewari to Ex. Km 43.445 near Ateli Mandi (designed length 30.45 km) as Feeder Route PKG-III in the State of Haryana on Hybrid Annuity Mode." Highlights of performance of HGRAH and its contribution to the overall performance of the Company during the period under report: (Amount in Rs. Million)

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

HGANH was incorporated as Special Purpose Vehicle (SPV) on April 04, 2019 for domiciling a project allotted by the National Highways Authority of India i.e. "Construction of proposed Narnaul Bypass (design length 24.0 km) & Ateli Mandi to Narnaul Section of NH-11 from km 43.445 to km 56.900 (design length 14.0 km) as an Economic Corridor & Feeder route PKG-II in the State of Haryana on Hybrid Annuity Mode." Highlights of performance of HGANH and its contribution to the overall performance of the Company during the period under report: (Amount in Rs. Million)

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

HGRB was incorporated as Special Purpose Vehicle (SPV) on May 01, 2020 for domiciling a project allotted by the National Highways Authority of India i.e. "Construction of proposed Rewari Bypass (NH-11) as Feeder Route in Rewari District in the State of Haryana (Design length-14.40 km) on Hybrid Annuity Mode." Highlights of performance of HGRB and its contribution to the overall performance of the Company during the period under report: (Amount in Rs. Million)

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

HGRVAP-1 was incorporated as Special Purpose Vehicle (SPV) on August 19, 2021 for domiciling a project allotted by National Highways Authority of India i.e. "Development of Six Lane Aluru-Jakkuva section of NH-130-CD Road from km 365+033 to km 396+800 under Raipur-Visakhapatnam Economics Corridor in the state of Andhra Pradesh on Hybrid Annuity Mode (HAM) [Package-1(AP)]." Highlights of performance of HGRVAP-1 and its contribution to the overall performance of the Company during the period under report: (Amount in Rs. Million)

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

HGKD PKG-1 was incorporated as Special Purpose Vehicle (SPV) on October 14, 2021 for domiciling a project allotted by the National Highways Authority of India i.e. "Construction of 4 lane Access Controlled New Greenfield Highway Section of NH- 365BG (Khammam-Devarapalle) of length 33.604 km from Thallampadu village to Somavaram village (Design Ch. Km 0+000 to km 33+604) under Inter Corridor Route under Bharatmala Pariyojana, on Hybrid Annuity mode in the state of Telangana(Package-I)." Highlights of performance of HGKD PKG-1 and its contribution to the overall performance of the Company during the period under report: (Amount in Rs. Million)

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

HGKD PKG-2PL was incorporated as Special Purpose Vehicle (SPV) on October 14, 2021 for domiciling a project allotted by the National Highways Authority of India i.e. "Construction of 4 lane Access Controlled New Greenfield Highway Section of NH- 365BG (Khammam-Devarapalle) of length 29.513 km from Somavaram village to Chintagudem village (Design Ch. Km 33+604 to km 63+117) under Inter Corridor Route under Bharatmala Pariyojana on Hybrid Annuity mode in the state of Telangana (Package-II)." Highlights of performance of HGKD PKG-2 and its contribution to the overall performance of the Company during the period under report: (Amount in Rs. Million)

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

HGRV OD-6 was incorporated as Special Purpose Vehicle (SPV) on November 22, 2021 for domiciling a project allotted by the National Highways Authority of India i.e. "Development of Six Lane Baunsaguar-Baraja Section of NH-130-CD Road from km 293+000 to km 338+500 under Raipur-Visakhapatnam Economics Corridor in the state of Odisha on Hybrid Annuity Mode [Package- OD-6]." Highlights of performance of HGRV OD-6 and its contribution to the overall performance of the Company during the period under report: (Amount in Rs. Million)

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

HGRV OD-5 was incorporated as Special Purpose Vehicle (SPV) on November 24, 2021 for domiciling a project allotted by the National Highways Authority of India i.e. "Development of Six Lane Kaliagura-Baunsaguar Section of NH-130-CD Road from km 249+000 to km 293+000 under Raipur-Visakhapatnam Economics Corridor in the state of Odisha on Hybrid Annuity Mode [Package-OD-5]." Highlights of performance of HGRV OD-5 and its contribution to the overall performance of the Company during the period under report: (Amount in Rs. Million)

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

HGKR has been incorporated as Special Purpose Vehicle (SPV) on March 21, 2023 for domiciling a project allotted by the National Highways Authority of India i.e. "Construction of 6-lane Greenfield Karnal Ring Road starting from NH-44 near Village Shamgarh (Design km 0+000) and terminating at Karnal -Munak Road (MDR 115) near Village Samalakha (Design km 34 + 500) under Bharatmala Pariyojana in the state of Haryana on Hybrid Annuity Mode." Highlights of performance of HGKR and its contribution to the overall performance of the Company during the period under report: (Amount in Rs. Million)

(b) Associate Company

During the Financial year, the Company made the following acquisitions:

(1) Safety First Engineering Private Limited (SFEPL)

The Company has acquired a stake of 26% in SFEPL on August 24, 2022, a Gurgaon based Company, engaged in the business of operations of supply and service of safety items including metal beam crash barrier, wire rope safety barriers, pavement marking, noise barriers etc. Highlights of performance of SFEPL during the period under report: (Amount in Rs. Million)

(2) Safety First

The Company has acquired 26% control in Safety First on May 01, 2022, a New Delhi based registered partnership firm engaged in the business of supply and service of safety items including metal beam crash barrier, wire rope safety barriers, pavement marking, noise barriers etc. Highlights of performance of Safety First during the period under report: (Amount in Rs. Million)

(c) Jointly controlled operations

The Company and its three (3) Jointly Controlled Operations (JCO) are primarily engaged in the business of Engineering,

Procurement, and Construction (EPC) relating to roads, bridges, _yovers and infrastructure contract works and related activities. Details of JCO are given below:

(1) HGIEPL-Ranjit JV

The Company and Ranjit Buildcon Limited associated themselves into Joint venture on May 15, 2015 to act in collaboration with each other in the name and style of HGIEPL-Ranjit JV for "Development and Construction of Four Laning of Babatpur -Varanasi Section of NH-56 (km 263/000 to 280/250) in the state of Uttar Pradesh on Engineering, Procurement and Construction (EPC) basis." Highlights of performance of HGIEPL-Ranjit JV during the period under report: (Amount in Rs. Million)

(2) HGIEPL-MGCPL JV

The Company and M.G. Contractors Private Limited associated themselves into Joint venture on August 30, 2014 to act in collaboration with each other in the name and style of HGIEPL- MGCPL JV for "Rehabilitation and augmentation of Two-Laning from Chanlang District Boundary to Khonsa section of NH-52B (New NH-215) from km. 0.00 to km. 42.844 in the state of Arunachal Pradesh under Arunachal Pradesh Package of SARDP_ NE on Engineering, Procurement and Construction (EPC) basis." Highlights of performance of HGIEPL-MGCPL JV during the period under report: (Amount in Rs. Million)

(3) HGIEPL-RPS JV

The Company and Rameshwar Prasad Sharma, Contractor, a Partnership Firm, associated themselves into Joint venture on May 31, 2013 to act in collaboration with each other in the name and style of HGIEPL-RPS JV for "Development of Bari-Baseri-Weri-Bhusawar- Chhonkarwara-Kherli-Nagar-Pahari Road upto Haryana Border: Bari to Kherli from km. 0/0 to 122/0: (iii) from km. 45/0 to 90/0 including CD works (Near Samri to Naharpur) [Package No. 3] & Development of Bari-Baseri-Weri-Bhusawar-Chhonkarwara-Kherli-Nagar-Pahari Road upto Haryana Border: Bari to Kherli from km. 0/0 to 122/0: (iv) from km. 90/0 to 122/0 including CD works (Naharpur to kherli) [Package No. 4]." Highlights of performance of HGIEPL-RPS JV during the period under report:

(Amount in Rs. Million)

During the Financial year, HGIEPL-RPS JV has dissolved on October 04, 2022.

CAPITAL, SHARES AND DEBENTURES

The Current Capital Structure of the Company is given below:

Authorized Capital:

There was no change in the Authorized Capital of the Company during the Financial year. The Authorised Capital of the Company as on March 31, 2023 stood at Rs.80,00,00,000/- (Rupees Eighty Crore Only) consisting of 8,00,00,000 (Eight Crore) Equity Shares of the face value of RS.0/- each.

Issued, Subscribed & Paid-up Capital:

There was no change in the issued, subscribed and paid-up Capital of the Company during the year under review. The issued, subscribed and paid-up Capital of the Company as on March 31, 2023 stood at RS.5,17,11,110/- (Rupees Sixty Five Crore Seventeen

Lakh Eleven Thousand One Hundred Ten Only) consisting of 6,51,71,111 (Six Crore Fifty One Lakh Seventy One Thousand One Hundred Eleven) Equity Shares of RS.0/- each.

Non-Convertible Debentures (NCDs)

The Company has 970 outstanding Rated, Listed, Senior, Secured, Redeemable, Non-Convertible Debentures ("NCDs") (ISIN: INE926X07017) each having a face value of RS.0,00,000 for an aggregate nominal value of RS.70 Million issued on private placement basis on December 21, 2021. The NCDs of the Company are listed on the Wholesale Debt Market segment of BSE Limited.

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

The Company has appointed MITCON Credentia Trusteeship Services Limited as the debenture trustee for the benefit of the debenture holders. The details of the Debenture Trustee are available on the Company's website at https://hginfra.com/ investors-relation.html#btn-investor The Company is exempted from the requirement of creating a Debenture Redemption Reserve (DRR) on privately placed debentures. Therefore, the Company has not created DRR.

DIVIDEND

The Company recommended /declared dividends as under:

The dividend has been recommended by the Board of Directors, at its meeting held on May 10, 2023. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company's website at https:// hginfra.com/investors-relation.html#btn-policy and forming part of this report as "Annexure-II".

Note:

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

The Dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company which is in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

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

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

In compliance 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/investors-relation.html#open and also submitted with 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, there was no amount transferred to any of the reserves by the Company. The Total Other Equity (including securities premium and retained earnings) as on March 31, 2023 is RS.8,567.04 Million (on Consolidate Basis) as against the Paid- up Capital of RS.51.71 Million.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

• Re-appointment of Director

The members of the Company at their 20^th Annual General Meeting ("AGM") held on August 03, 2022, based on the recommendations of the Board and Nomination and Remuneration Committee, have approved the re-appointment of Ms. Pooja Hemant Goyal (DIN: 07813296) as an Independent Director for the second term of 3 (three) consecutive years with effect from May 15, 2022 to May 14, 2025.

The Company has taken consent from members of the Company in the 20^th AGM held on September 06, 2021 to re-appoint Mr. Harendra Singh (DIN: 00402458) as Managing Director (‘MD') and Mr. Vijendra Singh (DIN: 01688452) as Whole-time Director (‘WTD') and Mr. Ashok Kumar Thakur (DIN: 07573726) as Non Executive Independent Director of the Company for their second term of Five consecutive years commencing from May 15, 2022 to May 14, 2027.

• Appointment of Directors

During the Financial year, the Board based on the recommendation of the Nomination and Remuneration Committee ("NRC"), has appointed Mr. Manjit Singh (DIN: 02759940), as an Additional Independent Director of the Company commencing from May 13, 2022, subject to the approval of the members of the Company. Further, the shareholders of the Company at their 20^th AGM held on August 03, 2022, based on the recommendations of the Board and Nomination and Remuneration Committee, have approved the appointment of Mr. Manjit Singh (DIN: 02759940) as an Independent Director of the Company for the first term of 5 (Five) consecutive years with effect from May 13, 2022 to May 12, 2027.

Further, the Board, based on the recommendations of the NRC, has appointed Ms. Sharada Sunder (DIN: 07599164) and Ms. Monica Widhani (DIN: 07674403) as an Additional Independent Woman Directors of the Company commencing from February 08, 2023, subject to the approval of the members of the Company. Further after the closure of the Financial year the shareholders of the Company at their Extra Ordinary General Meeting ("EGM") held on May 04, 2023, based on the recommendations of the Board and NRC, have approved the appointments of Ms. Sharada Sunder (DIN: 07599164) and Ms. Monica Widhani (DIN: 07674403) as Independent Directors of the Company for the first term of 5 (Five) consecutive years with effect from February 08, 2023 to February 07, 2028.

• Cessation of Director

Mr. Onkar Singh (DIN: 07853887) ceased to hold Office as an Independent Director of the Company, with effect from the close of business hours on September 07, 2022, pursuant to the completion of his first term of Five (5) consecutive years.

• Retirement by Rotation

Section 152(6) of the Act, provides that not less than two-thirds of the total number of directors of a public Company shall be liable to retire by rotation, and that one-third of such directors as are liable to retire by rotation shall retire from Office at every AGM.

In accordance with the provisions of the Act, Mr. Vijendra Singh (DIN: 01688452), Whole-time Director, being longest in Office since his last appointment, who retires by rotation and being eligible, offers himself for re-appointment at the 21^st AGM.

As required under Regulation 36(3) of the Listing Regulations, particulars of directors seeking appointment/ re-appointment/ liable to retire by rotation at this AGM are given in the Annexure to the explanatory statement enclosed to the notice of the AGM.

• Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the ‘Criteria of Independence' as specified under Section 149(6) of the Act and the Rules made thereunder and applicable provisions of Regulation 16(1)(b) of the Listing Regulations and are independent of the management.

In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014 (including any amendments thereunder), Independent Directors are required to undertake an online pro_ciency self-assessment test conducted by Indian Institute of Corporate Affairs, Manesar (‘IICA') within a period of two years from the date of inclusion of their names in the Databank. The online pro_ciency self-assessment test was completed by all the Independent Directors who were required to undergo the same.

(b) Certificate from Practicing Company Secretaries

None of the directors of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by the SEBI or the Ministry of

Corporate Affairs or any such statutory authority. The Company has received a certificate in this regard from M/s ATCS & Associates (FirmRegistration No. P2017RJ063900), Practicing Company Secretaries forming part of this Report. The present directors of the Company are as follows:

The Board Composition of the Company can be accessed on the Company's website at https://hginfra.com/board-of-directors.html

(c) Key Managerial Personnel and changes, if any

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendments thereunder), the following employees were holding the position of Key Managerial Personnel (‘KMP') of the Company as on March 31, 2023:

During the Financial year, Mr. Harendra Singh (DIN: 00402458) as Managing Director (‘MD') and Mr. Vijendra Singh (DIN: 01688452) as Whole-time Director (‘WTD') of the Company were re-appointed for Five consecutive years commencing from May 15, 2022 to May 14, 2027. Except this there were no changes to the KMPs of the Company.

MEETINGS OF THE BOARD AND ITS COMMITTEES, ATTENDANCE AND CONSTITUTION OF VARIOUS COMMITTEES

During the Financial year, Four (4) Board meetings were convened and duly held. The intervening gap between the said meetings were in accordance with the provisions of the Act, relevant Rules made thereunder, Secretarial Standards issued by the Institute of Company Secretaries of India and provisions of the Listing Regulations.

The details of meetings of the Board and Committees of the Board held during the year, attendance of Directors thereat and other details of various Committees of the Board are given in the Report on Corporate Governance, forming part of this Report as " Annexure-V. "

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company familiarizes its Independent Directors through various programs/presentations whenever new Independent Director is appointed on the Board. Such programs/presentations provide an opportunity to the Independent Directors to interact with the Senior Management of the Company and help them to understand the Company's strategies, operations, products, organization structure, market and other relevant areas etc. New Independent Directors are provided with the copy of Latest Annual Report, Code of Conduct, Memorandum & Articles of Association of the Company and Code of Conduct for Prevention of Insider Trading. New Independent Directors are made aware of their role, rights and responsibilities at the time of their appointment or reappointment though a formal appointment letter which also specifies the various terms and conditions of their engagement.

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

For details of familiarization programmes imparted to the Independent Directors are given in the Report on Corporate Governance, forming part of this Report as "Annexure-V".

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

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

COMMITTEES OF THE BOARD

The Company believes that Board's Committees are crucial to promote best Corporate Governance practices within the Company. Accordingly, the Company has constituted various Board Committees to improve the Board efficiency and to support in decision making. The constitution of these Committees is in acquiescence of provisions of the Act, and relevant rules made thereunder, Listing Regulations, Articles of Association of the Company and other guidelines issued from time to time. The details of the Board's Committees including number & dates of meetings of Committees held during the FY 2022-23 and attendance thereat are given in the Report on Corporate Governance, forming part of this Report as "Annexure-V".

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

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

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

The performance of the Committees was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

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

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. All directors responded through structured questionnaire, based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India dated January 5, 2017, requirement of section 178 read with clause VII of schedule IV of the Act and the Guidance Note on Board Evaluation issued by Institute of Company Secretaries of India ("ICSI") dated June 14, 2017, about the performance of the Board, its Committees, Individual directors, and the Chairman.

The criteria for the evaluation and the outcomes thereto are set out in the Report on Corporate Governance, forming part of this Report as "Annexure-V".

For details of previous year annual evaluation, please refer to the Annual Report for the FY 2022-23, which is accessed through https://hginfra.com/investors-relation.html#btn-gover

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:

During the Financial year, ICRA limited has revised the assigned long-term credit rating from ICRA A+ to ICRA AA-. ICRA has also upgraded the Short-term rating at A1+. Further, during the Financial year, ICRA has also upgraded its credit rating at ICRA AA- for Non-Convertible Debentures.

POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION

The Board on the recommendation of the Nomination and Remuneration Committee adopted a Policy on Nomination

& Remuneration of Directors, Key Managerial Personnel, Senior Management and Other Employees, which, inter-alia, lays down the criteria for determining qualifications, positive attributes and independence of a director, appointment and removal of Directors, Key Managerial Personnel and other Senior Management of the Company, along with the criteria for determination of their remuneration and evaluation and includes other matters, as prescribed under the provisions of Section 178 of the Act and the Listing Regulations. The policy is available on the website of the Company at https://hginfra.com/investors-relation.html#btn-policy We afirm that the remuneration paid to the directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company.

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

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

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

During the Financial year, all recommendations made by the NRC were approved by the Board.

RECONCILIATION OF SHARE CAPITAL

During the Financial year, an audit was carried at the end of every quarter by a practicing company secretaries for reconciling the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares held in physical form and the total number of dematerialized shares held with NSDL and CDSL. The reports for every quarter upon reconciliation of capital were submitted to the BSE Limited and The National Stock Exchange of India Limited (the "Stock Exchanges") and was also placed before the Board of Directors at their meetings.

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

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

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

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

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2023, are set out in Note No. 43 to the Standalone Financial Statements of the Company.

CONFLICT OF INTERESTS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

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

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

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report forming part of this report. The Managing Director and Whole-time Directors of the Company do not receive remuneration or commission from any of the subsidiaries of the Company except sitting fees as entitled as Non- Executive Directors in subsidiary companies.

The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of directors/employees of the Company is annexed as "Annexure-VII" forming part of this Report and can be accessed on the website of the Company at https://hginfra.com/investors-relation.html#btn-annual

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

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

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

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

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

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

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

DEPOSITS

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

DIRECTORS' RESPONSIBILITY STATEMENT

The Financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) on accrual basis, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by SEBI. The IND AS are prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Pursuant to Section 134 of the Act, the directors of the Company state that:

• In preparation of the annual accounts for the Financial year ended March 31, 2023, the applicable accounting standards have been followed and 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 towards 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, which are adequate and are 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis (‘MD & A') Report is presented in separate sections, forming the part of this report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34(2)(f ) of the Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is annexed as "Annexure-VIII" forming part of this report.

Environmental, Social and Governance (ESG)

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

Statutory Auditors

During the Financial year, the term as mentioned in Section 139 (2) (b) has been completed by one of the Joint Statutory Auditors of the Company i.e. M/s. Price Waterhouse & Co., Chartered Accountants LLP (ICAI FirmRegistration No. 304026E/E300009) upon conclusion of 20^th AGM held on August 03, 2022, therefore they have retired as a Joint Statutory Auditors of the Company and in place of above-mentioned firm, the Board of Directors of the Company has recommended to appoint and Members in their AGM held on August 03, 2022, appointed M/S. M S K A & Associates, Chartered Accountants (FirmRegistration No. 105047W), as one of the Joint Statutory Auditors of the Company for first term of 5 consecutive years.

M/s. Shridhar & Associates, Chartered Accountants (ICAI FirmRegistration No. 134427W) were appointed as one of the Joint Statutory Auditors of the Company for the first term of 5 consecutive years at the AGM held on September 25, 2020. The reports given by the Joint Statutory Auditors on the Financial statement 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, 2023. During the year under review, the Joint Statutory Auditors had not reported any matter under Section 143(12) of the Act.

Secretarial Auditors

M/s. ATCS & Associates, Company Secretaries in Practice, (FirmRegistration No. P2017RJ063900) have carried out the Secretarial Audit for the Financial year ended March 31, 2023.

On the recommendation of the Audit Committee, the Board has appointed M/s. Deepak Arora & Associates, Company Secretaries in Practice, (FirmRegistration No. P2001RJ080000) as Secretarial Auditors of the Company for the FY 2023-24, as required under Section 204 of the Act and Rules thereunder.

Cost Records and Cost Audit

The Company has maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. Rajendra Singh Bhati & Co., Cost Accountants (FirmRegistration No. 101983) have carried out the cost audit during the FY 2022-23.

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 2023-24 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The remuneration proposed to be paid to the Cost Auditor is subject to rati_cation by the Members of the Company at the ensuing 21^st Annual General Meeting.

Internal Auditors

The Board has appointed M/s. Mahajan & Aibara Chartered Accountants LLP, (FirmRegistration No. 105742W) as Internal Auditors for conducting Internal Audit for the FY 2022-23. The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

On the recommendation of the Audit Committee, the Board has re-appointed M/s. Mahajan & Aibara, Chartered Accountants LLP, as Internal Auditors of the Company for the FY 2023-24.

Reporting of Fraud by Auditors

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

Audit Reports

• The Independent Auditors' Report for the Financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark or disclaimer. The Report is enclosed with the Financial statements in this Annual Report;

• The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations is annexed as "Annexure-V" forming part of this Report. Certificate from M/s ATCS & Associates, the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

• The Secretarial Auditors' Report issued by M/s. ATCS & Associates, for the Financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors' Report is annexed as "Annexure-VI (i)" forming part this Report;

• The Auditor's certificate confirming compliance with conditions of corporate governance as stipulated under the Listing Regulations, for the Financial year ended March 31, 2023, forming part of this Report;

• The Secretarial Compliance Report issued by M/s. Deepak Arora & Associates, Practicing Company Secretaries, for Financial year ended March 31, 2023, 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-VI (ii)" forming part of this Report; and

• As per regulation 24A of the Listing Regulations, the Company is required to annex the secretarial audit report of its material unlisted subsidiaries to its directors report. The secretarial audit reports for the Financial year ended March 31, 2023 of material subsidiaries viz. Gurgaon Sohna Highway Private Limited, Rs..G. Rewari Ateli Highway Private Limited and Rs..G. Ateli Narnaul Highway Private Limited issued by M/s. Rahul S & Associates (FirmRegistration No. S2017RJ506300), are annexed herewith. The Secretarial Audit Reports of aforesaid material subsidiaries do not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the Company. The composition of CSR committee is as stated in the "Committees of the Board" section of "Corporate Governance report.

The Company has spent RS.5.98 Million towards CSR expenditure for the Financial year. The CSR initiatives of the Company were under the thrust area of education, healthcare, rural development, animal welfare and environment sustainability.

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of the Company lays down the philosophy and approach of the Company towards its CSR commitment. The policy can be accessed on the website of the Company at https://hginfra.com/investors-relation.html#btn-policy The Annual Report on Corporate Social Responsibility Activities of the Company is annexed as in "Annexure-IV" forming part this Report.

RISK MANAGEMENT

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

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

In terms of Regulation 21 of the Listing Regulations, the Board has constituted the Risk Management Committee. The composition of committee is in conformity with the Listing Regulations, with the majority of members being directors of the Company. The Committee is responsible for oversight on overall risk management processes of the Company and to ensure that key strategic and business risks are identified and addressed by the management including framing of policy, identify current and emerging risks; develop risk assessment and measurement systems; establish policies, practices and other control mechanisms to manage risks. The detailed terms of reference of the Risk Management Committee is disclosed in the Corporate Governance Report annexed as "Annexure-V" forming part of this report.

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

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company encourages an open and transparent system of working and dealing amongst its stakeholders. In accordance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company is required to establish a Vigil Mechanism for directors and employees to report genuine concerns.

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

Further details of the Vigil Mechanism/ Whistle Blower Policy of the Company are provided in the Report on Corporate Governance, forming part of this report. The Whistle Blower Policy is hosted on the Company's website at https://hginfra.com/investors-relation. html#btn-policy

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

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

CONTRACT AND ARRANGEMENTS WITH RELATED PARTY

All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company.

The SEBI vide amendments to the Listing Regulations had introduced substantial changes in the related party transactions framework, inter alia, by enhancing the purview of the definition of related party, and overall scope of transactions with related parties, effective April 01, 2022.

The Board of Directors on recommendations of the Audit Committee approved the revised ‘Policy on dealing with and materiality of related party transactions' and related party framework of the Company to align it with the amendments notified by SEBI. All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arm's length basis in terms of provisions of the Act. Further, there are no contracts or arrangements entered into under Section 188(1) of the Act, hence no justification has been separately provided in this regard.

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

The Related Party Transactions Policy of the Company ensures timely approvals and reporting of the concerned transactions between the Company and its related parties to the concerned authorities. The Policy on Related Party Transactions is hosted on the website of the Company at https://hginfra.com/investors-relation.html#btn-policy During the Financial year, the Company has entered into Material Related Party Contracts/ arrangements with wholly owned subsidiaries of the Company. These contracts / arrangements too were in the ordinary course of business of the Company and were on arm's length basis, details of which, as required to be provided under Section 134(3)(h) of the Act are disclosed in Form AOC-2 is annexed as "Annexure-III" forming the part of this report. As per the requirements of the IND AS-24 issued by the Institute of Chartered Accountants of India (ICAI) on ‘Related Party Disclosures', the details of related party transactions entered into by the Company are covered under Notes forming part of the Financial statements.

The Company in terms of Regulation 23(9) of the Listing Regulations submits on the date of publication of its standalone and consolidated Financial results for the half-year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the Stock Exchanges. The said disclosures can be accessed on the website of the Company at https://hginfra.com/investors-relation. html#open

Internal Complaints Committee (ICC):

The Company has instituted an Internal Complaints Committee (ICC) for redressal and timely management of sexual harassment complaints. The Committee is chaired by Company Secretary of the Company. The Committee also has an external senior representative member who is a subject matter expert. The Board is periodically updated on matters arising out of the policy/ framework, as well as on certain incidents, if any.

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

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

To create awareness on this sensitive and important topic, training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace. Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2022-23, pertaining to incidents under the above framework/ law are as follows:

SHAREHOLDERS AND INVESTORS

The Company regularly interacts with its shareholders and investors through results announcements, annual report, performance highlights, media releases, Company's website and subject-specific communications. The AGM gives the shareholders an opportunity to come in direct communication with the Board of Directors and the Management. During this meeting, the Board engages with shareholders and answers their queries on varied subjects.

The Company has a designated e-mail address for shareholders i.e. cs@hginfra.com.

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

Investor and Analyst Interactions in FY 2022-23

ENVIRONMENT HEALTH AND SAFETY (EHS) PROTECTION

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

HUMAN RESOURCE (HR) DEVELOPMENT

The Company has shown a strong growth trajectory over the years, driven by its successful execution of infrastructure projects and its focus on quality and timely delivery. FY 2022-23 has opened up new opportunity to grow and build a sustainable business landscape. To meet the organizational goals and make it a great place to work, HR department has following focus areas in FY 2023-24.

Fresh Talent Acquisition:

Frontline team plays crucial role in civil execution works. Company's core focus is to create robust frontline team in time efficient manner. Your Company is in the process to collaborate with various institutions for quality hiring of trainees.

Workplace Culture and Employee Experience:

Company's focus is on fostering an inclusive and diverse culture that promotes collaboration, transparency and open communication. Your Company is also prioritizing on the employee experience initiatives, ensuring that employees feel valued, supported, and empowered in their roles.

Managerial & Leadership Development Programs:

Managerial and Leadership Development Programs are of utmost importance for the Company. Through these programs, the Company will nurture and enhance the skills and capabilities of its managers and leaders, enabling them to effectively navigate complex challenges and drive organizational success.

SECRETARIAL STANDARDS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the Financial position of the Company which have occurred between the end of the Financial year and the date of this report except the followings: (1) Rs..G. Varanasi-Kolkata PKG-13 Private Limited has been incorporated as a wholly owned subsidiary as a Special Purpose Vehicle (SPV) on April 25, 2023 for domiciling a project allotted by National Highways Authority of India i.e. "Construction of 6-lane Greenfield Varanasi-Ranchi-Kolkata Highway from junction with NH-320 in Lepo village to Kamlapur village (JH/WB border) from km 358.500 to km 387.200 under Bharatmala Pariyojana in the state of Jharkhand on Hybrid Annuity Mode (Package 13) on Hybrid Annuity Mode;

(2) Rs..G. Varanasi-Kolkata PKG-10 Highway Private Limited has been incorporated as a wholly owned subsidiary as a Special Purpose Vehicle (SPV) on April 27, 2023 for domiciling a project allotted by National Highways Authority of India i.e "Construction of 6-lane Greenfield Varanasi-Ranchi-Kolkata Highway from Deoria village to Donoreshan village from km 253.000 to km 288.600 under Bharatmala Pariyojana in the State of Jharkhand (Package 10) on Hybrid Annuity Mode; and (3) Company has entered into Share Purchase Agreement on May 03, 2023 with Highways Infrastructure Trust ("Buyer"), Highway Concessions One Private Limited, Rs..G. Ateli Narnaul Highway Private Limited, Rs..G. Rewari Ateli Highway Private Limited, Gurgaon Sohna Highway Private Limited and Rs..G. Rewari Bypass Private Limited pursuant to which the Company shall sell its 100% (one hundred percent) shareholding in four wholly owned subsidiaries namely: (a) Gurgaon Sohna Highway Private Limited; (b) Rs..G. Rewari Ateli Highway Private Limited; (c) Rs..G. Ateli Narnaul Highway Private Limited: and (d) Rs..G. Rewari Bypass Private Limited, (collectively referred to as "SPVs") to the Buyer.

PARTICULARS OF EMPLOYEE REMUNERATION

The directors would like to place on record their sincere appreciation for the contributions made by employees of the Company at all levels. The ratio of the remuneration of each Director to the median employee's remuneration including other details and the list of top 10 employees in terms of remuneration drawn in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in "Annexure-VII" to this Report. Other details as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available on the website of the Company, at https://hginfra.com/investors-relation. html#btn-annual

INSIDER TRADING CODE

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

The objective of this Code is to prevent misuse of any UPSI and prohibit any insider trading activity, in order to protect the interest 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 SEBI PIT Regulations. The Company Secretary has been appointed as the Compliance Officer for ensuring implementation of the Code.

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

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D & O)

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

SUCCESSION PLANNING

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

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

INDUSTRIAL RELATIONS

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

ANNUAL REPORT

The MCA has issued General circular No.10/2022 dated December 28, 2022, read with General circular No. 02/2022 dated May 05, 2022, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 19/2021 dated December 08, 2021, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 28/2020 dated August 17, 2020, General Circular No.20/2020 dated May 05, 2020, General Circular No.18/2020 dated April 21, 2020 and the SEBI has issued Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/

CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 in relation to ‘Relaxation from compliance with certain provisions of the Listing Regulations in view of the prevailing situation and owing to the difficulties involved in dispatching of physical copies of the Annual Report and the Notice convening the AGM.' Members who wish to have physical copy may write to the Company Secretary of the Company at cs@hginfra.com or submit a written request to the Registered Office of the Company. In accordance with the aforesaid circulars, the web link of the Annual Report and the Notice convening the AGM of the Company is being sent in electronic mode only to members whose e-mail address are registered with the Company or the Depository Participant(s). Those members, whose email address are not registered with the Company or with their respective Depository Participant(s) and who wish to receive the Notice of the AGM and the Annual Report for the Financial year ended March 31, 2023, can get their email address registered by following the steps as detailed in the Notice convening the AGM.

The Annual Report of the Company and its subsidiaries are available on the Company website viz., https://hginfra.com/ investors-relation.html#btn-annual

ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company and can be viewed at https://hginfra.com/investors-relation.html#btn-annual. By virtue of amendment to Section 92(3) of the Act, the Company is not required to provide an extract of the Annual Return (Form MGT-7) as part of the Board's Report.

OTHER DISCLOSURES

The Board state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: (1) As per rule 4(4) 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 option; (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 purchase of own shares by employees or by the trustee for 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) There has been no change in the nature of business of the Company; (8) No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial year is not applicable; and (9) The requirement to disclose the details of 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 would like to express their appreciation and thank the Government of India, the Governments of various states in India, and concerned Government departments and agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. clients, members, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future.

The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of Board

Rs..G. Infra Engineering Limited