H.G. Infra Engineering Ltd Directors Report

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

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

CHANGE IN NATURE OF BUSINESS

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

CAPITAL, SHARES AND DEBENTURES

The following outlines the Companys current capital structure: Authorized Capital:

The Companys authorized capital remained unchanged during the financial year. As of March 31, 2026, it stands at Rs. 80,00,00,000 (Rupees Eighty Crore only) consisting

of 8,00,00,000 (Eight Crore) equity shares of a face value of Rs. 10 each.

Issued, Subscribed & Paid-up Capital:

The Companys issued, subscribed, and paid-up capital remained unchanged during the financial year. As of March 31, 2026, it stands at Rs. 65,17,11,110 (Rupees Sixty-Five Crores Seventeen Lakhs Eleven Thousand One Hundred Ten Only), comprising 6,51,71,111 (Six Crores Fifty-One Lakhs Seventy-One Thousand One Hundred Eleven) equity shares with a face value of Rs. 10 each.

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

Non-Convertible Debentures (NCDs):

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

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

DIVIDEND

The Board has recommended dividend as under:

The dividend has been recommended by the Board, at its meeting held on May 28, 2026. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

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

Following the Companys Dividend Distribution Policy and adhering to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing

Note:

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

A comprehensive five-year dividend history is available in the Corporate Governance Report section of this document.

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

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

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

TRANSFER TO RESERVES

During the financial year, the Company did not transfer any amount to its reserves. As of March 31, 2026, total Other Equity (comprising securities premium and retained earnings) stood at Rs. 31,998.36 Million on a consolidated basis and Rs. 31,937.14 million on a standalone basis, compared to a Paid- up Capital of Rs. 651.71 Million.

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

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

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

DEPOSITS

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

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

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

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BOARD POLICIES

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

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

HUMAN RESOURCES: DRIVING

PERFORMANCE, CAPABILITY & CULTURE

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

• Strengthening Governance & Operational Excellence

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

• Building a High-Performance Culture

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

• Enhancing Employee Experience & Engagement

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

- New Beginning to Positive Behaviours, Nirmaan

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

• Building Future-Ready Capabilities

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

• Strengthening Talent Acquisition &

Workforce Planning

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

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

• Internal Complaints Committee (ICC):

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

PARTICULARS OF EMPLOYEE

REMUNERATION

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

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

MEETINGS OF THE BOARD

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

• Re-appointment of the Directors

Pursuant to the Act and the Companys Articles of Association, Mr. Vijendra Singh Choudhary, Wholetime Director (DIN: 01688452), is due to retire by rotation at the forthcoming Annual General Meeting and is eligible for reappointment. The disclosures required under Regulation 36 of the Listing Regulations and Secretarial Standards-2 ("SS-2") on General Meetings are provided in the Notice of AGM, which is included in this Annual Report.

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

• Appointment / Resignation of the Directors

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

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

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

Mr. Gupta is a former IAS Officer with more than 37 years of diverse experience across industry sectors. After superannuation, he has also served as Advisor to the Chief Minister and later as the Chief Information Commissioner of Rajasthan for three years. He holds a bachelors degree (Honours in Economics) and has also done MBA and MA in Economics. His career culminated in significant leadership positions as Additional Chief Secretary, Finance, and finally as the Chief Secretary of Rajasthan from 2018 to July 2020.

• Independent Directors

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

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

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

Further, Ms. Pooja Hemant Goyal (DIN: 07813296) completed her second term as an Independent Director of the Company on May 14, 2025. Accordingly, Ms. Goyal ceased to be a Director of the Company with effect from the closure of business hours on May 14, 2025.

• Key Managerial Personnel

Pursuant to Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, the following officials served as the Key Managerial Personnel (KMPs) of the Company as on March 31, 2026:

• Mr. Harendra Singh, Managing Director

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

• Mr. Devendra Bhushan Gupta, Whole-time Director

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

• Ms. Ankita Mehra, Company Secretary & Compliance Officer

• Committees of the Board

As of March 31, 2026, the Board maintained five statutory committees to ensure specialized oversight in key areas: the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, and Risk Management Committee.

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

CERTIFICATE FROM PRACTICING COMPANY SECRETARIES

Pursuant to the SEBI Listing Regulations, the Company confirms that none of its Directors have been debarred or disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory authority.

A certificate to this effect, issued by M/s Deepak Arora & Associates (Firm Registration No. P2001RJ080000), Practicing Company Secretaries, is included as an integral part of the Corporate Governance Report.

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

FAMILIARIZATION PROGRAMS FOR INDEPENDENT DIRECTORS

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

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

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

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

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

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

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

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

POLICY ON DIRECTORS AND KMP APPOINTMENT & REMUNERATION

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

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

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

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

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

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

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

REPORTING OF FRAUDS BY AUDITORS

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

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

ANNUAL RETURN

SECRETARIAL STANDARDS

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

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors confirms that the Companys internal financial controls and compliance systems are robust, supported by the work of internal, statutory, cost, and secretarial auditors, as well as periodic reviews by Management and the Audit Committee. Based on this integrated framework, the Board is of the opinion that the internal financial controls were adequate and operating effectively during the financial year.

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

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

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

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

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

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

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

AUDITORS AND AUDIT REPORTS

Statutory Auditors

The Companys financial statements are audited jointly by two firms of repute. M/s. M S K A & Associates, LLP Chartered Accountants (Firm Registration No. 105047W/W101187, were appointed at the AGM held on August 03, 2022, for a first term of five consecutive years. M/s. Shridhar & Associates, Chartered Accountants (ICAI Firm Registration No. 134427W), were appointed at the AGM held on September 25, 2020, for a first term of five consecutive years.

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

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

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

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

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

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

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

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

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

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

Secretarial Auditors

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

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

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

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

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

Cost Records and Cost Audit

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

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

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

Pursuant to Section 148(3) of the Act, the remuneration proposed for the Cost Auditors for the financial year 202627 is subject to ratification by the shareholders. A relevant resolution for this purpose has been included in the Notice convening the ensuing Annual General Meeting.

Internal Auditors

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

RISK MANAGEMENT

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

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

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

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

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

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

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

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

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

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

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

CREDIT RATING

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

CONFLICT OF INTERESTS

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

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

SHAREHOLDERS AND INVESTORS

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

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

ENVIRONMENT HEALTH AND SAFETY (EHS) PROTECTION

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

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

INSIDER TRADING CODE

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

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

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

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

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

b) Periodic Communication and Email Intimations:

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

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

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

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

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O)

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

SUCCESSION PLANNING

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

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

INDUSTRIAL RELATIONS

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

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

OTHER DISCLOSURES

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

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

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

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

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

? Since the Company has not formulated any scheme of provision of money for the purchase of own shares by employees or by the trustee for the benefit of the employees in terms of Section 67(3) of the Act, no disclosures are required to be made;

? There was no revision of financial statements and the Boards Report of the Company during the year under review;

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

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

APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors expresses its sincere gratitude to the

Government of India, State Governments, and regulatory authorities for their continued support. They also thank the Companys bankers, clients, and vendors for their enduring partnership.

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