Hindustan Construction Company Ltd

<dhhead>BOARD’s REPORT</dhhead>

To,

The Members of Hindustan Construction Company Ltd.

1. Report

The Board of Directors ("The Board") is pleased to present the 99^th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2025.

2. Financial Highlights (As per IND AS)

Standalone ( in crore)

3. Dividend

In order to conserve the resources, the Board has not recommended any dividend for the financial year ended March 31, 2025.

4. Transfer to Reserves

During the year under review, an amount of 54.99 crore lying in Debenture Redemption Reserve has been transferred to General Reserve.

5. Strategic Developments

HCC has set its long-term strategic goals by identifying key focus areas that leverage the Company’s proven strengths in executing complex infrastructure projects. These goals are aligned with its core competencies in engineering excellence, project management, and innovation. At the same time, the Company is actively working to enhance its existing capabilities by embracing new technologies, entering high-growth sectors, and building a future-ready talent pool. Parallelly, HCC is prioritizing financial resilience by optimizing operations, monetizing non-core assets, and strengthening its balance sheet to support sustained growth and long-term value creation.

EPC projects remain HCC’s core strength, with proven expertise in conceptualizing, designing, executing, and commissioning large, complex works across transportation, power, and water and irrigation sectors. India continues to be the Company’s primary market, with a focused approach towards leveraging its strong geographical presence to tap into emerging opportunities.

Historically, nearly 100% of HCC’s order book consisted of government clients. However, with the growing private sector investment in Pumped Storage Hydro (PSH) projects, HCC is now actively engaging with leading private developers for the construction of these projects. Recently, HCC was appointed by Tata Power to execute a PSH project in Maharashtra. Given the close similarity between PSH and conventional hydro projects, HCC’s deep expertise and proven capabilities in the hydro sector position it strongly to contribute to this emerging segment.

The recent upgrade of HCC’s credit rating to investment grade ("CARE BBB-; Stable") marks a key milestone in its financial recovery and operational stability. This improved rating reflects enhanced debt servicing capacity and financial discipline, which is expected to reduce borrowing costs, improve access to capital, and strengthen stakeholder’s confidence. It also enhances HCC’s credibility with clients, partners, and investors, reaffirming its leadership in the infrastructure sector. The Company is selectively focusing on new geographies to undertake projects in its core sectors.

HCC’s business development strategy focuses on consolidating its order book in existing geographies while targeting high-value projects in less competitive sectors. In FY2025, the Company secured three contracts totalling 5,692.6 crore (HCC’s share: 3,472 crore). It is also the lowest bidder in projects worth 3,513 crore, where contracts are yet to be signed. Additionally, HCC has submitted bids worth 22,760 crore currently under evaluation and has identified a robust project pipeline of 70,000 crore across railways, roads, metros, and urban infrastructure. The Company is also exploring strategic partnerships to participate in road PPP projects.

HCC continues to engage proactively with the government on policy formulation and plays an active role in shaping the infrastructure sector through its involvement in leading industry bodies.

Mr. Ajit Gulabchand, Chairman of HCC and a founding member and long-serving President of CFI for over 24 years, has been honoured with the title of President Emeritus, in recognition of his enduring leadership and contribution to the Indian construction industry.

Mr. Arjun Dhawan, Vice Chairman & Managing Director of HCC, has been elected as a National Council Member of the Construction Federation of India (CFI) and contributes to the Confederation of Indian Industry’s (CII) infrastructure initiatives.

In addition to his industry roles in India, Mr. Dhawan serves as an active member of the World Economic Forum’s Engineering and Construction Industry Strategy Officers group and Global Commission on Nature-Positive Cities. This high-level platform brings together global leaders, including city mayors, business executives, international organisations, NGOs, and academic institutions, to champion nature-positive urban transformation. The Commission serves as a trusted forum for addressing real-time challenges to sustainable urbanisation, offering actionable guidance, sharing global best practices, and identifying innovative financing mechanisms for nature-based solutions. Mr. Dhawan also collaborates with various World Economic Forum communities and participates in global dialogues and platforms that foster public-private collaboration for resilient and inclusive cities.

HCC further strengthened its financial position with the successful completion of a 600 crore Qualified Institutional Placement (QIP) in December 2024. Shares were issued at a price of 43.01, including a premium of 42.01 per share. The QIP attracted a diverse set of top-tier institutional investors, both domestic and global, reflecting strong market confidence in HCC’s strategic direction and long-term growth potential.

This marks HCC’s second successful capital raise in FY2025, following the 350 crore Rights Issue completed in April 2024, which was oversubscribed by 2.5 times.

The proceeds from the QIP are being deployed to support business expansion, strengthen working capital, and reduce debt, in line with the Company’s strategy to enhance financial flexibility and balance sheet health.

To further improve liquidity, HCC is selectively pursuing out-of-court settlements with clients to unlock longstanding disputed receivables. The Company has also successfully prepaid the entire fund-based debt of three lenders by utilizing arbitration award proceeds deposited in court. HCC remains committed to continuing similar transactions as part of its ongoing efforts to deleverage and meet its debt obligations ahead of schedule.

In line with HCC’s strategic focus on its core EPC business, and pursuant to a Court-approved Scheme of Arrangement, the Company has divested its stake in Steiner AG (SAG) held through its wholly owned subsidiaries, HCC Mauritius Investment Limited (HMIL) and HCC Mauritius Enterprises Limited (HMEL) to Uniresolv SA, an affiliate of m3 Immobilier Holding SA, a leading player in Geneva’s real estate and financial sectors.

This transaction enables Steiner Development AG (SDAG), a key subsidiary of SAG, to begin a new chapter as a direct subsidiary of m3 Immobilier, with ambitions to prepare for a future Swiss IPO. HCC stands to benefit from SDAG’s success through potential earnout liquidity of up to 205 crore, tied to SDAG’s future performance.

At closure, HCC retained ownership of two SAG subsidiaries – H56 Immo AG (formerly Steiner Eagle AG) and Steiner India Ltd (SIL) – which collectively hold approximately 1,174 crore in contractual receivables and claims, and 43 crore in Indian land assets. These assets are expected to be monetised over the next five years. m3 will actively support HCC in realising value from SEAG’s assets, with HCC agreeing to share up to 205 crore with m3 from any recoveries. The partnership between HCC and the m3 Group reflects a collaborative approach to advancing each company’s strategic priorities.

The company has also sold a land parcel in Panvel, Maharashtra, for a total consideration of 95 crore, as part of its ongoing strategy to monetize non-core assets and strengthen its balance sheet by reducing debt.

The Company is actively executing an accelerated deleveraging strategy to enhance its financial strength. In addition to the scheduled debt repayment of 530 crore in March 2025, it has also successfully prepaid the entire outstanding Optionally Convertible Debentures (OCDs) amounting to approximately 134 crore, held by one of its key lenders. Since the implementation of the Resolution Plan, the Company has cumulatively repaid around 1,462 crore to its lenders, representing nearly 32% of the principal debt outstanding at the time the Plan was adopted.

Looking ahead, the Company is exploring further prepayments to lenders through mechanisms such as court-backed bank guarantees, claim conciliations, realization of arbitration awards, and potential capital market fundraisers. These initiatives are aimed at further reducing debt and reinforcing the Company’s balance sheet.

6. Share Capital of the Company

As on March 31, 2025, the paid-up Equity Share Capital of the Company was 1,81,93,83,225/- comprising of 1,81,93,83,225 Equity Shares having face value of 1/- each.

During the year under review, following Equity Shares were allotted by the Company :

7. Operations

The Company achieved turnover of 4,801.05 crore during financial year 2024-25 as compared to 5,042.78 crore during financial year 2023-24 and secured 3 contracts aggregating to 5,692.6 crore (The Company’s Share 3,471.6 crore) in joint venture.

The total balance value of works on hand as on March 31, 2025 is 11,852 crore.

HICL serves as the investment and development arm of HCC for infrastructure projects implemented under the Public Private Partnership (PPP) framework. HICL undertakes projects through various models such as Build-Operate-Transfer (BOT), Build-Own-Operate-Transfer (BOOT), and Hybrid Annuit Model (HAM) playing a pivotal role in shaping long-term infrastructure assets across the country.

HICL is a debt-free entity, reflecting prudent financial management and a conservative capital structure. Its revenue streams include income from overloading charges collected at operational highway assets such as Baharampore-Farakka Highways Ltd. (BFHL) and Farakka-Raiganj Highways Ltd. (FRHL). In addition, HICL anticipates further inflows from pending arbitration and claim awards related to Raiganj-Dalkhola Highways Ltd. (RDHL), enhancing its financial robustness and reinforcing its position in the infrastructure development space.

During the year under review, Raiganj-Dalkhola Highways Limited (Step-Down Subsidiary) was amalgamated into HCC Infrastructure Company Limited (Wholly Owned Subsidiary) pursuant to Order passed by Hon’ble NCLT Mumbai and filed with Ministry of Corporate Affairs on February 14, 2025.

Pursuant to the Order passed by Zurich District Court on December 19, 2024, HCC Mauritius Investment Limited and HCC Mauritius Enterprises Limited, (collectively, "HMILEL"), the wholly owned subsidiaries of Hindustan Construction Company Limited ("HCC"), have signed an Agreement with Uniresolv SA, Geneva on December 20, 2024 to acquire the entire equity shareholding in Steiner AG (‘’SAG’s’’) wholly owned subsidiaries, H56 Immo AG (formerly Steiner Eagle AG and Steiner India Limited ("SIL"), against swap of shares of SAG and deferred payment of 43 crore over 9 months. The Company through HMILEL has completed all the required conditions for acquisition of H56 Immo AG (formerly Steiner Eagle AG. Accordingly, H56 Immo AG (formerly Steiner Eagle AG has become wholly owned, step down subsidiary of the Company with effect from December 20, 2024.

The entire equity shareholding of HMILEL in SAG has been divested on December 20, 2024 per the Court Order to Uniresolv SA, Geneva. Accordingly, Steiner AG, Switzerland along with its subsidiaries ceased to be a subsidiary of HMILEL and the Company with effect from December 20, 2024.

The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and financial position of the Subsidiaries, Associates and Joint Ventures of the Company are provided in Form AOC-1, which forms part of the Consolidated Financial Statements of the Company for the financial year ended March 31, 2025.

The Company’s policy for determining material subsidiaries can be accessed by weblink https:// hccindia.com/uploads/Investors/Policy%20for%20 determining%20Material%20Subsidiaries.pdf

9. Public Deposits

The Company has not accepted any deposit falling under Chapter V of the Companies Act, 2013 ("The Act") during the year under review. There were no such deposits outstanding at the beginning and end of the FY 2024-25.

Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of this Annual Report.

Disclosures pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") have been made in the notes to the Financial Statements forming part of this Annual Report.

3,71,748 stock options were granted to an eligible employee under the HCC Employee Stock Option Scheme 2008 ("HCC ESOP Scheme’’) on March 16, 2023. Each option, when exercised, would entitle the holder to subscribe for one equity share of the Company of face value 1/- each.

1,85,874 Equity Shares having face value of 1/- each for cash were allotted at an issue price of 13.45 (including a share premium of 12.45) per Equity Share upon exercise of the vested stock options on April 13, 2024. Also, 82,71,402 stock options were available for grant to the eligible employees as on March 31, 2025.

Disclosures pursuant to provisions of the Companies (Share Capital and Debentures) Rules, 2014 read with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out at Annexure I to this Report.

A certificate from BNP & Associates, Secretarial Auditors of the Company, certifying that the Company’s ESOP Scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Resolution passed by the Members for approving the Scheme shall be placed in the ensuing Annual General Meeting.

In accordance with the Act and implementation requirements of Indian Accounting Standards ("IND-AS") on accounting and disclosure requirements and as prescribed by the SEBI Listing Regulations, the Audited Consolidated Financial Statements are provided in this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Subsidiaries, Associates and Joint Ventures of the Company in the prescribed form AOC-1 is annexed to this Annual Report.

Pursuant to Section 136 of the Act, the Financial

Statements of the Subsidiaries are available on the website of the Company under the Investors Section and can be accessed by weblink https://www.hccindia.com/investors/ subsidiary-companies-financial-statements.

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Securities and Exchange Board of India ("the SEBI"). The report on Corporate Governance as prescribed in the SEBI Listing Regulations forms an integral part of this

Annual Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance along with a declaration signed by Vice Chairman & Managing Director of the Company stating that the Members of the Board and Senior Management have affirmed the compliance with Code of Conduct of the Board and Senior Management, is attached to the report on Corporate Governance.

Mr. Arjun Dhawan, Executive Vice Chairman was appointed as the Vice Chairman & Managing Director of the Company, for a period of 5 (five) consecutive years with effect from June 26, 2025, not liable to retire by rotation, subject to approval of the Members of the Company.

Mr. Jaspreet Bhullar has ceased to be MD & CEO of the Company with effect from June 23, 2025.

Mr. Ramesh Subramanyam was appointed by the Board as an Additional (Non-Executive Independent) Director of the Company, not liable to retire by rotation, for a period of 5 (five) consecutive years with effect from December 16, 2024, and the said appointment was approved by the Members in their Extra Ordinary General Meeting held on March 13, 2025.

Mr. N. R. Acharyulu has ceased to be an Independent Director of the Company with effect from September 17, 2024.

Mr. Aditya Pratap Jain, Non-Executive & Non-Independent Director of the Company is liable to retire by rotation at the ensuing 99^th Annual General Meeting and, being eligible, has offered himself for re-appointment.

Brief profiles of the Directors seeking appointment/reappointment have been given as an annexure to the Notice of the ensuing 99^th AGM.

The Independent Directors of the Company viz. Mr. Santosh Janakiram, Mr. Mahendra Singh Mehta, Dr. Mita Dixit, Mr. Arun Karambelkar and Mr. Ramesh Subramanyam have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Mr. Rahul Rao resigned from the position of Chief Financial Officer with effect from April 18, 2024, and Mr. Girish Gangal was appointed as Chief Financial Officer in his place.

As on March 31, 2025, the following persons were the Key Managerial Personnel ("KMP") of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder:

i. Mr. Arjun Dhawan, Executive Vice Chairman*. ii. Mr. Jaspreet Bhullar, MD & CEO**. iii. Mr. Girish Gangal, Chief Financial Officer***.

iv. Mr. Nitesh Kumar Jha, Company Secretary & Compliance Officer.

* Appointed as Vice Chairman & Managing Director w.e.f. June 26, 2025.

** Resigned w.e.f. June 23, 2025.

***Retired with effect from May 31, 2025 and Mr. Rahul Shukla was appointed as CFO of the Company w.e.f. June 1, 2025.

The Board had constituted / re-constituted various Committees in compliance with the provisions of the Act and the SEBI Listing Regulations. All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board. The details of the role and composition of these Committees, including the number of Meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of this Annual Report.

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of the Company. The Board met 6 times during the financial year 2024-25 on April 18, 2024, May 24, 2024, August 5, 2024, October 29, 2024, December 4, 2024 and February 13, 2025. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc. The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company and can be accessed by weblink https://hccindia.com/ uploads/Investors/Policy%20for%20Familiarisation%20 Program%20for%20Independent%20Directors.pdf

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one Meeting in a financial year without the attendance of Non-Independent Directors and Members of Management.

During the year under review, Independent Directors met separately on February 13, 2025, inter-alia, for

reviewing the performance of Non-Independent

Directors and the Board as a whole.

reviewing the performance of the Chairperson of the

Company, taking into account the views of executive and Non-Executive Directors.

assessing the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Independent Directors and the working of its Committees based on the evaluation criteria specified by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors.

The Board’s functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the management outside Board/ Committee Meetings.

As mentioned earlier, the performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Company’s website and can be accessed by weblink https://hccindia.com/uploads/ Investors/Nomination-and-Remuneration-Policy.pdf

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management and lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Company’s website and can be accessed by weblink https://hccindia.com/uploads/ Investors/Nomination-and-Remuneration-Policy.pdf

CSR provisions as contained in the Section 135 of the Act are applicable to the Company. However, no CSR amount was required to be spent on CSR activities during the financial year ended March 31, 2025.

A brief outline of the Corporate Social Responsibility ("CSR") Policy as recommended by the CSR Committee and approved by the Board, and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this Report in the prescribed format.

The said Policy is available on the Company’s website and can be accessed by weblink https://hccindia.com/uploads/ Investors/Corporate_Social_Responsibility_Policy.pdf

The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit Committee and/ or Board and/or Members for necessary review/approval.

The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

There are no details to report in Form AOC-2 with respect to the contracts/arrangements/transaction with related parties in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 for the financial year 2024-2025.

The Related Party Transaction Policy is available on the Company website and can be accessed by weblink https://hccindia.com/uploads/Investors/Policy%20for%20 Related%20Party%20Transactions.pdf

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI Listing Regulations, Business Responsibility and Sustainability Report for the financial year 2024-25 in the format prescribed by the SEBI is furnished as Annexure III of this Report.

In accordance with the provisions of Section 134(3) of the Act, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) the selected accounting policies were applied consistently, and the Directors 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 as at March 31, 2025 and of the Profit of the Company for the year ended on that date;

(c) proper and sufficient care has been taken 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.

(d) the annual accounts have been prepared on a going concern basis.

(e) the internal financial controls have been laid down to be followed by the Company and such controls are adequate and are generally operated effectively during the year.

(f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.

The Statutory Auditors have opined that the Company has in, all material respects, maintained adequate internal financial controls over financial reporting and that they were operating effectively.

The industrial relations continued to be generally peaceful and cordial during the year under review.

Pursuant to the applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to IEPF. During the year under review, there were no unclaimed dividend or equity shares due to be transferred to the IEPF Authority pursuant to IEPF Rules.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-IV. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding statement containing particulars of top 10 employees and the employees, drawing remuneration in excess of limits prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which forms part of this Report. The said statement is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial@hccindia.com.

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014 is given as Annexure V forming part of this Annual Report.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

The Members of the Company, at their 98^th Annual General Meeting (‘AGM’) held on September 17, 2024, had approved the appointment of M/s. Mukund M Chitale and Co., Chartered Accountants, Mumbai, bearing Firm Registration No. 106655W, for term of 5 consecutive years, as the Statutory Auditors of the Company, to hold office from the conclusion of that AGM until the conclusion of the 103^rd AGM to be held in the year 2029.

The explanations on the qualifications/observations/matter of emphasis given by the Statutory Auditors in their Audit Reports have been provided in the respective Notes to the Standalone and Consolidated Financial Statements.

Secretarial Audit for the financial year 2024-25 was conducted by M/s. BNP & Associates, Company

Secretaries in Practice in accordance with the provisions of Section 204 of the Act. The Secretarial Auditor’s Report is attached to this Annual Report as Annexure VI.

The Secretarial Auditor’s observations are self-explanatory.

The Company is maintaining the accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and Rules made thereunder.

In compliance with the provisions of Section 148 of the Act, the Board had at its Meeting held on August 5, 2024, appointed M/s. Joshi Apte and Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2024-25.

In terms of the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors is required to be ratified by the Members. Accordingly, necessary resolution is proposed at the 99^th Annual General Meeting for ratification of the remuneration payable to the Cost Auditors for financial year 2024-25.

The Company has established a well-documented and robust risk management framework under the provisions of the Act. Under this framework, risks are identified across all business processes of the Company on a continuous basis. Once identified, these risks are managed systematically by categorizing them into Enterprise Level Risk and Project Level Risk. These risks are further broken down into various subcategories of risks such as operational, financial, contractual, order book, project cost and time overrun etc. and proper documentation is maintained in the form of activity log registers, mitigation reports, and monitored by respective functional heads. Review of these risk and documentation is undertaken by Risk Management Committee regularly at agreed intervals. Further, the Risk Management Committee has been assigned the roles and responsibilities as specified in Schedule II of the SEBI Listing Regulations.

The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that:

assets are safeguarded and protected against loss from unauthorized use or disposition.

all significant transactions are authorised, recorded and reported correctly.

financial and other data are reliable for preparing

financial information.

other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audit program and review by management along with documented policies, guidelines and procedures.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink https://hccindia.com/uploads/ Investors/Vigil_Mechanism_Policy.pdf

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

Number of complaints filed during the financial year: Nil

Number of complaints disposed of during the financial year: Nil

Number of complaints pending as on end of the financial year: Nil

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made thereunder.

There are no significant or material Orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

The Company has uploaded Annual Return on the website of the Company and can be accessed by weblink https://www.hccindia.com/investors.

In line with the Green Initiatives, the Notice of 99^th Annual General Meeting of the Company is being sent to all Members whose email addresses are registered with the Company/Depository Participant(s). Members who have not registered their e-mail addresses, are requested to register their e-mail IDs with their Depository Participant(s)/ Company’s Registrar and Share Transfer Agents, MUFG Intime India Pvt Ltd.

Dividend Distribution Policy of the Company endeavours for fairness, consistency and sustainability while distributing profits to the Members and same is attached to this Report as Annexure VI.

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

During the year under review:

no proceedings are admitted under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

no shares with differential voting rights and sweat equity shares have been issued;

there has been no change in the nature of business of the Company.

The Directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Company’s valued Investors and all other

Business Partners, for their continued co-operation and support extended during the year.

The Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

For and on behalf of Board of Directors