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

FINANCIAL RESULTS

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

REVIEW OF OPERATIONS/STATE OF AFFAIRS OF THE COMPANY

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

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

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

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

CHANGE IN NATURE OF BUSINESS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Details of Wholly Owned Subsidiaries

A. Gurgaon Sohna Highway Private Limited (GSHPL)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Consolidated Financial Statements

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

BUSINESS OVERVIEW

During the financial year your Company won following orders:

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

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

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

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

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

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

Projects Completed during the financial year 2021-22

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

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

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

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

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

Morshi- Chandur Bazar- Achalpur (Maharashtra):

Rehabilitation and up-gradation of Morshi-Chandur-

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

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

YEAR AHEAD AND PROSPECTUS

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

NON-CONVERTIBLE DEBENTURES (NCDs)

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

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

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

DIVIDEND

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

There was no interim dividend declared during the financial year.

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

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

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

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

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

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

TRANSFER TO RESERVES

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

DEPOSITS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

CAPITAL STRUCTURE OF THE COMPANY

The Current Capital Structure of the Company is given below:

Authorized Capital:

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

Issued Capital:

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

Subscribed & Paid-up Capital:

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

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

ANNUAL RETURN

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

WOMAN DIRECTOR

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

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

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

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

RETIREMENT BY ROTATION

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

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

DECLARATION FROM DIRECTORS

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL

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

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

COMMITTEES OF THE BOARD

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

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility (CSR) Committee;

5. Finance Committee;

6. Management Committee;

7. Risk Management Committee;

8. Debenture Committee;

9. Fund Raising Committee;

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

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

NUMBER OF MEETINGS OF BOARD

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

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

MEETING OF INDEPENDENT DIRECTORS

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

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CREDIT RATING

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

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

NOMINATION & REMUNERATION POLICY

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

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

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

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

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

(c) Liquidity Risk: -

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

(d) Regulatory Risk: -

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

(e) Human Resource Risk: -

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

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

(f) Commodity Price Risk: -

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

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

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

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

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

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

Corporate Governance and Management Discussion and Analysis

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

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

BUSINESS RESPONSIBILITY REPORT

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

AUDITORS AND AUDITORS' REPORT Statutory Auditors

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

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

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

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

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

Secretarial Auditors

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

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

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

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

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

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

Cost Auditors

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

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

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

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

Internal Auditors

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

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

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

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

Reporting of Fraud by Auditors

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

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

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

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

REGISTRAR AND TRANSFER AGENT AND INVESTOR GRIEVANCE REDRESSAL

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

All shares of the Company are in dematerialized form.

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

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

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

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

CODE OF CONDUCT

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

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

CONFLICT OF INTERESTS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

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

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

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

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

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

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

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

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

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

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

INVESTOR RELATIONS

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

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

ENVIRONMENT HEALTH AND SAFETY (EHS) PROTECTION

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

HUMAN RESOURCE DEVELOPMENT

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

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

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

SECRETARIAL STANDARDS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

INSIDER TRADING CODE

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

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D & O)

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

INDUSTRIAL RELATIONS

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

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

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

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

APPRECIATION

The Directors of the Company would like to express their

appreciation and thank to Government of India, Governments

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

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

Harendra Singh

Chairman & Managing Director DIN-00402458

Place: Jaipur Date: May 23, 2022