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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of HEC Infra Projects Ltd.

Mar 31, 2025

The Board of Directors of HEC Infra Projects Limited [("the Company") feel amiable in presenting 20th Annual Report of the Company for the F. Y. 2024-25 ended on March 31, 2025 covering the highlights of the finances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31, 2025

1. FINANCIAL PERFORMANCE:

The Company''s financial performance for the year under review along with previous year figures is given hereunder:

(''in Lakhs Except per Share data)
Particulars	March 31,2025	March 31,2024
Revenue from Operations	11209.91	7378.95
Other Income	105.31	334.84
Total Revenue	11315.22	7713.79
Profit before Interest, Depreciation , Extraordinary items & tax expense	1499.82	860.73
Less: Interest	315.59	182.23
Depreciation	14.02	16.64
Extraordinary Items	0	0
Profit before Exceptional item & tax	1170.21	661.86
Exceptional Item	00	00
Profit before Tax	1170.21	661.86
Current Tax	299.46	189.72
Deferred Tax	1.26	0.50
Taxation in respect of earlier year	(54.86)	0
Net Profit after tax	924.35	471.64
Other comprehensive income	0	0
EPS: Basic	9.08	4.65
Diluted	9.08	4.65

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure. The financial statements for the financial year 2024-25 of the company are prepared in accordance with relevant Indian Accounting Standards (Ind AS) issued by the Institute of Chartered Accountants of India and form part of this Annual Report as notified by the Companies Act,2013 read with Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("The SEBI Listing Regulations").

2. STATE OF AFFAIRS /COMPANY''S PERFORMANCE:

The Company has earned revenue from operation of '' 11,209.91 Lacs during the year ended on March 31, 2025 as against '' 7378.94 Lacs earned during the previous year ended on March 31, 2024 with the increase of 51.92%. The Company has also earned other income of '' 105.31 Lacs during the year ended on March 31,2025 as against '' 334.84 Lacs earned during the previous year March 31,2024 with the decrease of 68.55%.The Company earned Profit Before

Tax (PBT) of '' 1170.21 Lacs and Profit After Tax (PAT) of '' 924.35 Lacs during the year ended on March 31, 2025 as compared to previous year ended on March 31, 2024 of '' 661.86 Lacs and '' 471.64 Lacs showing rise of 76.81% and 95.99% respectively. During the year under review, there has been no change in the nature of the business of the Company which has an impact on the affairs of the company. For the further details on Company''s performance, operations and strategies for growth, please refer to Management Discussion and Analysis section which forms a part of this Annual report.

3. TRANSFER TO RESERVES AND SURPLUS:

During the year under review, the company has transferred ? 924.35 lakhs to the Reserve and Surplus account during the financial year ended March 31, 2025.

4. DIVIDEND:

The constant efforts add to the growth potential and improve upon previously set benchmarks add to the strong foundation and work ethos of the company. Keeping in view the growth prospects of the company the board of your company has not recommended any dividend for the financial year ended March 31, 2025. Since there was no unpaid/unclaimed dividend during the year under review, the Company is not required to transfer any amount to the Investor education and protection fund (IEPF) as required under the provision of Section 125 of the Companies Act, 2013.

There was no amount liable or due to be transferred to Investor Education and Protection fund (IEPF) during the financial year ended March 31,2025.

As per the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), your company has formulated a Dividend Distribution policy is as follows:

https://hecprojects.in/wp-content/uploads/2024/07/ Dividend Distribution Policy.pdf

5. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the business of Electro Mechanical. During the year under review 2024-25,

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

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2024-25 under review, there are no such material changes and commitments affecting the financial position of the Company, which has occurred during the year.

Further there are no material changes or commitments occurred subsequent to the year end and up to the date of the Directors Report.

The company will continue to closely monitor any material changes to future economic conditions.

There is no occasion whereby the Company has either revised or required to revise the financial statement or the Board''s report of the Company for any period prior to financial year 2024-25. Hence, no specific details are required to be given or provided.

7. SHARE CAPITAL STRUCTURE:

The Company has increased its Authorised Share Capital from ? 10. 20 Crores to ? 20 Cr, in the Annual General Meeting held on July 30, 2025.

During the financial year 2024-25 under review, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increase to ? 10,83,81,600/-divided into 1,08,38,160 Ordinary Shares of ? 10/-each. The Company, on March 12, 2025, has allotted 7,00,000 Equity Shares on preferential basis to Promoter Group and has also received In-principle approval for listing for the allotted equity shares from National Stock Exchange of India Limited dated April 9, 2025. The said equity shares are locked in pursuant to the SEBI (ICDR) Regulations applicable to Preferential Issue.

8. CREDIT RATING:

During the Financial year 2024-25 under review, the Company has neither issued nor required to obtain credit rating of its securities. As such, no specific details are required to be given or provided.

9. DISCLOSURE REGARDING SHARES:

The Company has not issued any Sweat Equity, Bonus Shares, ESOPS, equity shares with differential rights and also not bought back any of its securities during the year under review.

â¢ The Company has allotted 7,00,000 Equity Shares of ? 10/- each at premium of ? 119 per Equity Shares on March 12, 2025 to Promoter Group on Preferential Basis after complying with the provisions and guidelines under the Companies Act, 2013 and SEBI Regulations. The Company also obtained approval of National Stock Exchange of India Limited (NSE) for Listing & Trading of the said Equity Shares in due course of time.

The disclosure as required under Regulation 32(7A) of SEBI LODR Regulations, 2015 is as under:

Date of Raising Funds		1 March 8, 2025
Amount Raised		? 9,03,00,000/-
Monitoring Agency		Not applicable
Is there a Deviation / Variation / Modification in use of funds raised		No
Objects for which funds have been raised:
Original Object	Funds raised On March 8, 2025 (?)		Funds Utilised till March 31,2025 (?)	Funds Utilised till March 31,2025 & as on date of this report
To part finance for manufacturing unit of Transformer and Ring	3,00,00,000		3,00,00,000	N.A.
Main Unit (RMU) of Higher Voltage;
Working capital requirement	5,00,00,000		5,00,00,000	N.A.
General corporate purposes	1,03,00,000		1,03,00,000	N.A.

10. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31,2025, The Board of Directors comprises of six (6) directors which include three (3) executive directors, three (3) Independent Directors. The overall composition of Board of Directors include one women director. As on the date of this report, the Board of the company constitutes of the following Directors:

Name of Directors	Category & Designation
Mr. Gaurang Parmanand Shah	Managing Director
Mrs. Rupal Gaurang Shah	Executive Director
Mr. Rahul Gaurang Shah	Executive Director
Mr. Yash Mehta	Non-Executive Independent Director
Mr. Ronak Mehta	Non-Executive Independent Director
Ms. Rajkumari Udhwani	Non-Executive Independent Director

Further on January 25, 2025 Ms. Neetu Jalan (DIN: 08719470), Ms. Dipika Soni (DIN: 08846908) and Ms. Raina Singh (DIN: 09637543) stepped down from the position of Non-Executive Independent Director and Mr. Yash Mehta (DIN: 08194649), Mr. Ronak Mehta (DIN: 10525257) and Ms. Rajkumari Udhwani (DIN: 02636225) were appointed in the board meeting held on January 25, 2025 and the same were regularized in the Extraordinary General meeting held by the company on March 8, 2025. In accordance with the provisions, as on March 31,2025 following are the Key Managerial Personnel of the Company:

Mr. Gaurang Parmanand Shah-Managing Director

Mr. Arvindkumar Patel-Chief Financial Officer

Ms. Khushi Bhatt-Company Secretary

Brief profile of the Directors who are being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

10.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

As per Annexure II

10.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

11. DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

The Independent directors of the company have given declarations that they meet the criteria of the independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing regulations. 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. All the Independent Directors have been registered and are members of the Independent Directors Databank maintained by Indian Institute of Corporate Affairs. None of the Independent directors are liable to retire by rotation.

According to the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent directors of the company have been included in the data bank maintained by the Indian Institute of Corporate Affairs. The Independent Directors are fully kept informed of the Company''s business activities. A separate meeting of Independent Directors were held on February 8, 2025. All the Independent directors were present in the meeting.

12. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the company have met 07 (seven) times during the year viz (1) May 29, 2024, (2) July 1, 2024, (3) August 10, 2024, (4) November 11, 2024, (5) January 25, 2025, (6) February 8, 2025 and (7) March 12, 2025. The details of the Board meetings are provided in the Corporate Governance report forming part of this Annual report.

13. COMMITTEES OF THE BOARD:

The Board has established the following committees:

1. Audit committee

2. Nomination and remuneration committee

3. Stakeholders relationship committee

The compositions of the committees as on March 31,2025 are as detailed below:

Sr. No.	Name of committee members	Audit committee	Nomination & remuneration committee		Stakeholders relationship committee
1.	Mr. Yash Mehta	Chairman	Member		--
2.	Ms. Rajkumari Udhwani	Member	Chairman		Chairman
3.	Mr. Ronak Mehta	--	Member		--
4.	Mr. Gaurang P. Shah	Member	--		Member
5.	Mr. Rahul G Shah	--	--		Member
The detailed disclosures of all the committees of the Board of Directors are provided in				the Corporate Governance
report forming part of this Annual report.
There is no occasion wherein the Board of Directors of the company has not accepted any recommendations of the Audit committee of the company during the financial year 2024-25. As such, no specific details are required to be given or provided.

14. FAMILIARIZATION PROGRAMMEE FOR

INDEPENDENT DIRECTORS:

All Independent Directors are familiarized with the operation and functioning of the Company. The details of the familiarization program are provided in the Corporate Governance Report and the same is also available on the website of the company https://hecprojects.in/wp-content/uploads/2025/04/ familiarization-programme IDS 202425.pdf

15. ANNUAL PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The Company has in place a criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include performance evaluation of the non-executive directors and executive directors.

Pursuant to the provisions of Section 134(3)(p), 149 (8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. In terms of the framework of the Board Performance evaluation, the Nomination and Remuneration committee and the Board of Directors have carried out an annual performance evaluation of the performance of its own performance, Committee and Individual Directors.

The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters such as Board composition and structure, effectiveness of the Board, participation at the meetings, awareness, observance of governance and quality of contribution etc.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis such

as knowledge and skills, professional conduct, duties, roles and function, effectiveness etc. Further board opined that the Independent directors of the company appointed during the year has requisite integrity, expertise and experience.

16. APPOINTMENT AND REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel.

The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report and is also available on the Company''s website at https://hecprojects.in/wp-content/uploads/2021/05/5-Remuneration-Policy.pdf

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company''s CSR initiatives are aligned to the requirement of Section 135 of the Act.

A brief outline of CSR policy and the initiatives undertaken by the company on CSR activities during the year under review are set out in Annexure I of this report in the format. The company was required to undertake CSR expenditure of ? 5.59 lakhs and have spent ? 6 lakhs related to the CSR project activities.

For other details, refer to the corporate governance report which forms part of this report.

18. PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to Remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rule, 2014 is attached as Annexure- II.

18.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued

to give ever increasing importance to training at all levels and other aspects of H. R. D.

The number of Employees of the Company is 50. The relationship between average increase in remuneration and Company''s performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

19. DIRECTOR''S RESPONSIBILITY STATEMENT:

During the year under review 2024-25, the audited financial statements of the Company for the year under review are in conformity with the requirements of the Act read with the rules made thereunder and the Accounting Standards. To the best of the knowledge and ability, the Board of Directors makes the following statements in terms of Section 134 (5) of the Companies Act, 2013:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) 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 March 31, 2025 being end of the financial year 2024-25 and of the Profit of the Company for the financial year ended March 31,2025;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a ''going concern'' basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:

During the year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

21. DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the companies (Acceptance of Deposits) Rules, 2014.

The Directors have given a declaration stating that the amount deposited is out of own funds and not by way of borrowings from others.

22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:

During the year under review, the particulars of any loan, investments, guarantee or Security for the loans availed by others, pursuant to provision of Section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014 are given under notes to the Financial statements, which forms part of this Annual report. The loans given, investments made, guarantees given or security provided are for business purpose. No guarantee or security is provided for loan availed by others.

23. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

During the financial year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on arms'' length basis. The details of contracts and arrangements with Related Parties of your Company for the financial year ended March 31,2025 are given in notes to the Financial Statements, forming part of this Annual Report.

All related party transactions have been approved by the Audit Committee and the Board of Directors of your Company and are reviewed by them on periodic basis. Omnibus approvals were taken for all transactions entered in to by the company with related parties. During the year the policy is not changed and uploaded on the Company''s website. The Company''s Policy on Related Party Transactions is available on your Company''s website https://hecprojects.in/wp-content/uploads/2021/05/6-Related-Party-Transaction-Policy.pdf.

Since no material transactions with Related Party Transactions Form AOC-2 is not applicable.

Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts), 2014 are not applicable to HEC Infra Projects Limited ("the company") are either nil or not applicable. The details regarding foreign exchange earnings and expenditure, if any, is specified in the notes to the Balance Sheet.

25. RISK MANAGEMENT:

In terms of the provisions of Regulation 17 of the Listing Regulations, your company has established a well-defined risk management policy to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management. The Policy is available for at the Website of the Company https://hecprojects. in/wp-content/uploads/2021/05/7-Risk-Management-Policy.pdf

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of Companies (Meeting of Board and its Power) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a vigil mechanism/ Whistle Blower Policy for directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.

The company affirms that no employee has been denied access to the Audit committee.

The details of the Whistle Blower Policy/ Vigil Mechanism are explained in the Corporate Governance Report and also posted on the Company''s website at https://hecprojects.in/wp-content/uploads/2023/06/ Whistle-blower-and-vigil-mechanisam.pdf

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

28. AUDITORS AND AUDITOR''S REPORT:

A) STATUTORY AUDITOR AND THEIR REPORTS:

In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014,

In accordance with Section 139 of the Companies Act,2013 and rules made thereunder M/S Paresh Thothawala & Co., Chartered Accountants (FRN: 114777W), Ahmedabad, were appointed as Statutory Auditors of the company at 18th Annual General Meeting of the Company to hold office for the term of 5 years. M/s Paresh Thothawala & Co., Chartered Accountants, Ahmedabad have resigned from the office of Statutory Auditors of the Company due to diversification in practice and pre-occupation in other assignments for the remaining term.

In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, the Board of Directors has recommended the appointment of M/s. KDN & Associates LLP, Chartered Accountants, Ahmedabad, having FRN.: 131655W/ W100691 as Statutory Auditors of the Company for a period of 5 years and to hold office as Statutory Auditors from the conclusion of the ensuing 20th AGM till the conclusion of 25th AGM on remuneration to be decided by the Board or Committee thereof based on the recommendation of Audit Committee.

The Company has obtained consent from M/s. KDN & Associates LLP, Chartered Accountants, Ahmedabad to the effect that their appointment as Auditors of the Company for period of 5 years commencing from the Financial Year 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013.

The Shareholders are requested to consider and approve the appointment of the Statutory Auditors of the Company.

The Auditor''s report for financial year 2024-25 served is enclosed with the financial statements in this Annual

report and there are no qualification, reservation or adverse remark or disclaimers made by statutory auditor in their Audit report.

During the year under review,

a) The auditor''s report does not contain any reservation, qualification, disclaimer or adverse remark.

b) The Statutory Auditor has not reported any incident of fraud to the Audit committee or the Board of Directors under Section 143(12) of the Act.

B) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - III.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has recommended the appointment of M/s. Nishant Pandya & Associates, Practising Company Secretaries (Firm Registration No. S2019GJ700100) as Secretarial Auditors of the Company for a period of 5 years and to hold office as Secretarial Auditors from the conclusion of the ensuing 20th AGM till the conclusion of 25th AGM for approval of shareholders/members of the Company.

The Company has obtained consent from M/s. Nishant Pandya & Associates, Practising Company Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013.

As per Regulation 24A in SEBI (LODR) regulations, the Annual Secretarial compliance certificate is posted in the website of the company https://hecprojects.in/wp-content/uploads/2025/07/asc-march-2025.pdf

disqualifications as specified under Section 148(3) read with Section 141(4) of the Act. They have further confirmed their independent status and an arm''s length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members at the General Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration of M/s. P.H.Desai & Co., Cost Accountants, Ahmedabad (Firm Registration No. 100377) FY 2025-26 is included in the Notice convening the AGM.

29. EXPLANATION IN RESPONSE TO AUDITOR''S QUALIFICATIONS:

The Audit report submitted by the Statutory Auditors and Secretarial auditors for the financial year 2024-25 do not contain any qualification or adverse remarks. The observations made by all the Auditors in their respective report/s are self-explanatory and as such, do not call for any explanations.

30. SECRETARIAL STANDARD:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the ''Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the Financial year 2024-25 no application made or any proceedings are pending under the Insolvency and Bankruptcy Code.2016 (IBC).

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS/ FINANCIAL INSTITUTIONS:

During the financial year 2024-25 under review, there has been no One time settlement (''OTS'') of the loans taken from Banks and Financial institutions.

33. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the financial year 2024-25 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such no specific details are required to be given or provided.

C) INTERNAL AUDITOR/INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

In accordance with the provisions of section 138 of the Companies Act, 2013 and rules framed there under, your company had appointed M/S Shah Shah & Co. (Mr. Rushin Shah) as the Internal auditor of the company w.e.f July 07, 2023.

None of the Auditors of the company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The company ensures reliability in conducting its business, precision and comprehensiveness in maintaining accounting records and anticipation and detection of frauds and errors. There are no adverse remarks or qualification on accounts of the Company marked by the Internal auditor. The Internal Auditors team carries out the extensive Audits throughout the year across all the functional area and submit its report to the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required.

D) COST AUDITOR:

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly, as per the recommendation of the Audit Committee, the Board of Directors at its meeting held on August 1, 2025, appointed M/s. P.H.Desai & Co., Cost Accountants, Ahmedabad (Firm Registration No. 100377), a Firm of Cost Accountants as the Cost Auditor of the Company for maintaining such cost accounts and records. The Report of the Cost Auditors for the financial year shall be filed with the Ministry of Corporate Affairs within the prescribed period.

On the recommendation of the Audit Committee, has appointed M/s. P.H.Desai & Co., Cost Accountants, Ahmedabad (Firm Registration No. 100377), a Firm of Cost Accountants as the Cost Auditor of the Company for FY 2025-26 under Section 148 and all other applicable provisions of the Act at a remuneration of '' 20,000/- plus applicable taxes. The Cost Auditor has confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and they are free from

34. ANNUAL RETURN:

Pursuant to the Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 The Annual Return of the Company in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at i.e. https://hecprojects.in/wp-content/ uploads/2024/09/NEW-MGT7.pdf

35. OTHER DISCLOSURES:

â¢ INDUSTRIAL RELATIONS:

The Relations between the employees and management have remained cordial and harmonious during the year under review. The Company is dedicated to enhance and retain top talent through superior learning and organizational development as this is the pillar to support the Company''s growth and sustain ability in the future. The Company takes pride in the commitment, competence and dedication shown by its employees. The Company is dedicated to enhance and retain the top talent through superior learning and organizational development, as this being the pillar to support the Company''s growth and sustainability in the future.

â¢ HEALTH AND SAFETY:

The company firmly believes that pursuit of excellence is one of the most critical components for a competitive success. With Quality, health, safety and environment being an essential part of Company''s policy, it strives to deliver success by maintaining highest level of Quality, health, safety and environment. The operations of the company are conducted in such way that it ensures safety of all concerned and a pleasant working environment.

â¢ CERTIFICATE BY THE CFO OF THE COMPANY:

Pursuant to the Regulation 17(8) of SEBI (LODR) Regulations, 2015 the certificate as per Part B of Schedule II is annexed.

â¢ COMPANY''S POLICY ON DIRECTOR''S, KMP''S & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES,INDEPENDENCE ETC:

The Company has formulated and adopted the Remuneration Policy in accordance with the provisions

of Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy of the Company, inter alia, provides the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, Positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy is also available on the website of the Company www.hecprojects.in.

â¢ SEGMENT REPORTING:

The Company is engaged in the EPC Electro-Mechanical Project Business as an only reportable segment in accordance with Accounting Standard on Segment Reporting AS-17.

â¢ INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

â¢ GRATUITY:

The Company has made necessary provisions for the payment of Gratuity.

36. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

â¢ MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Schedule V (B) and (C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 stipulated under Regulation 34, "Management Discussion and Analysis Report" as well as "Corporate Governance Report", is attached as a separate section forming part of this Annual Report.

â¢ LISTING OF SHARES:

The equity shares of the Company have been listed and actively traded on the National Stock Exchange (Capital Market Segment-Main Board) effective December 30, 2021. There was no occasion wherein the equity shares

â¢ CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:

The Board of directors are pleased to report that the Company has complied with all the code/(s) and policies and are available on the Company''s website which are as follows:

a) Code of conduct - https://hecprojects.in/wp-content/uploads/2021/05/1-Code-of-Conduct.pdf

b) Remuneration Policy- https://hecprojects.in/ wp-content/uploads/2021/05/5-Remuneration-Policy.pdf

c) Related Party Transaction policy - https:// hecprojects.in/wp-content/uploads/2021/05/6-Related-Party-Transaction-Policy.pdf

d) Code of Conduct to Regulate, Monitor and Reporting of Trading by Insiders- https:// hecprojects.in/wp-content/uploads/2021/05/4-Insider-Trading-Code.pdf

e) Whistle Blower Policy- https://hecprojects.in/wp-content/uploads/2023/06/Whistle-blower-and-vigil-mechanisam.pdf

f) Risk Management Policy- https://hecprojects. in/wp-content/uploads/2021/05/7-Risk-Management-Policy.pdf

g) Code of Conduct and procedure for fair disclosure of unpublished price sensitive information- https://hecprojects.in/wp-content/ uploads/2021/05/8-Code-of-Practices-and-Procedures-for-fair-disclosure-of-Unpublished-Price-Sensitive-Information.pdf

h) Policy of preservation of documents- https:// hecprojects.in/wp-content/uploads/2021/05/9-Policy-for-Preservation-of-Documents.pdf

i) Archival Policy- https://hecprojects.in/wp-content/uploads/2021/05/10-Archival-Policy.pdf

j) Policy on determination of materiality of event or information- https://hecprojects.in/wp-content/ uploads/2024/06/Policy-for-Materiality-of-Events-.pdf

of the Company have been suspended for the trading during the financial year 2024-25. The Company, on March 12, 2025, has allotted 7,00,000 Equity Shares on preferential basis to Promoter Group and has also received In-principle approval for listing for the allotted equity shares from National Stock Exchange of India Limited on April 9, 2025. The said equity shares locked in pursuant to the SEBI (ICDR) Regulations applicable to Preferential Issue.

â¢ CORPORATE GOVERNANCE:

Your company continue to imbibe and emulate the best corporate governance practices aimed at building trust among the stakeholders. Your company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. In compliance with Regulations 17 to 22 and Regulation 34 of the Listing regulations, a separate report on Corporate governance is enclosed as forms part of the Director''s report.

37. OTHER MATTERS:

â¢ DEMATERIALIZATION OF THE SHARES:

As on March 31, 2025, the entire 100% issued, subscribed and paid up share capital 10838160 equity shares of the Company were held in dematerialized form through depositories National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

â¢ PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company has duly paid the requisite annual listing fees for the Financial year under to the National Stock Exchange of India Limited (NSE). The Company has also paid the requisite annual custodian and other fees for the Financial year 2025-26 to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

â¢ BUSINESS RESPONSIBILITY REPORT:

The business responsibility report under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is not applicable to the Company for the year under review ended March 31,2025. Therefore, there is no requirement to submit a separate report by the company.

k) Contact details of officials under Regulation 30 of SEBI(LODR) Regulations- https://hecprojects.in/ wp-content/uploads/2024/06/Contact-details-of-officials-under-Regulation-30.pdf

l) Terms and conditions of appointment of Independent directors- https://hecprojects.in/ wp-content/uploads/2023/08/NEW-Terms-and-Condition-of-Independent-Director.pdf

m) Familiarization program- https://hecprojects.in/ wp-content/uploads/2025/04/familiarization-programme_IDS_202425.pdf

n) Anti-Harassment policy- https://hecprojects. in/wp-content/uploads/2021/05/14-Anti-Harassment-Policy.pdf

o) Code of Conduct for trading- https://hecprojects. in/wp-content/uploads/2021/05/15-COC-for-Insider-Trading.pdf

p) Policy and procedure for enquiry in case of leak of UPSI or suspected leak of UPSI- https:// hecprojects.in/wp-content/uploads/2021/05/17-Policy-and-Procedure-regarding-Leak-of-UPSI-30032019.pdf

q) Policy on board Diversity: https://hecprojects. in/wp-content/uploads/2023/06/Final-Policy-on-Board-Diversity.pdf

s) Composition of Committee: https://hecprojects. in/wp-content/uploads/2025/04/Composition-of-Commitees-khushi-policy.pdf

t) Dividend distribution policy: https://hecprojects. in/wp-content/uploads/2024/07/Dividend_ Distribution_Policy.pdf

u) CSR policy: https://hecprojects.in/wp-content/ uploads/2024/12/CSR-Policy-202425.pdf

The aforesaid code/s and policy(ies) are available on Company''s website

â¢ SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013:

has formulated policy on prevention of Sexual harassment at workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.

Your Company is committed to provide a conducive work environment devoid of discrimination and harassment including sexual harassment.

The policy covers all employees (permanent, contractual, temporary, trainees) irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

During the year 2024-25, no case of Sexual Harassment was reported. The following is the summary for the F.Y 2024-25

â¢ DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

38. DISCLOSURES:

The Company has not entered into any transaction of material nature with the Promoters, the Directors or the Management that may have any potential conflict with the interest of the Company.

39. CAUTIONARY STATEMENT:

Certain statements in the Board''s report describing the Company''s objectives, projections, expectations or predictions may be forward looking statements within the meaning of the applicable securities laws and regulations. Actual results could differ from those expressed or implied. The company undertakes no obligation to publicly revise any forward-looking statements to reflect future events or circumstances.

(a)Number of complaints pending at the beginning of the year	NIL
(b) Number of complaints received during the year	NIL
(c)Number of complaints disposed off during the year	NIL
(d) Number of cases pending at the end of the year	NIL

The Board of Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

Mar 31, 2024

The Board of Directors of HEC Infra Projects Limited [("the Company") feel amiable in presenting 19th Annual Report of the Company covering the highlights of the finances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE:

The Company''s financial performance for the year under review along with previous year figures is given hereunder:

(RS. in Lakhs Except per Share data)
	Particulars	March 31,2024	March 31,2023
	Revenue from Operations	7378.95	5173.39
	Other Income	334.84	134.20
	Total Revenue	7713.79	5307.59
	Profit before Interest, Depreciation , Extraordinary items & tax expense	860.73	465.02
	Less: Interest	182.23	322.68
	Depreciation	16.64	22.04
	Extraordinary Items	0	0
	Profit before Exceptional item & tax	661.86	120.30
	Exceptional Item	0	0
	Profit before Tax	661.86	120.30
	Current Tax	189.72	38.50
	Deferred Tax	0.50	0.23
	Taxation in respect of earlier year	0	2.74
	Net Profit after tax	471.64	78.83
	Other comprehensive income	0	0
	EPS: Basic	4.65	0.78
	Diluted	4.65	0.78

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure. The financial statements for the financial year 2023-24 of the company are prepared in accordance with relevant Indian Accounting Standards(Ind-AS) issued by the Institute of Chartered Accountants of India and form part of this Annual Report as notified by the Companies Act,2013 read with Companies (Accounts) Rules,2014 and other relevant provisions of the Act and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations,2015 ("The SEBI Listing Regulations").

2. STATE OF AFFAIRS /COMPANY''S PERFORMANCE:

The Company has earned revenue from operation of R 7378.94 Lacs during the year ended on March 31,2024 as against R 5173.39 Lacs earned during the previous year ended on March 31,2023 with the increase of 42.63%. The Company has also earned other income of R 334.84 Lacs during the year ended on March 31,2024 as against R 134.20 Lacs earned during the previous year March 31,2023 with the increase of 149.50%.

The Company earned Profit Before Tax (PBT) of R 661.86 Lacs and Profit After Tax (PAT) of R 471.64 Lacs during the year ended on March 31, 2024 as compared to previous year ended on March 31, 2023 of R 120.30 Lacs and R 78.83 Lacs showing rise of 450.17% and 49.83% respectively. During the year under review, there has been no change in the nature of the business of the Company which has an impact on the affairs of the company. For the further details on Company''s performance, operations and strategies for growth, please refer to Management Discussion and Analysis section which forms a part of this Annual report.

3. TRANSFER TO RESERVES AND SURPLUS:

During the year under review 2023-2024 , the company has transferred Rs. 471.64 lakhs to the reserves and surplus account during the financial year ended March 31,2024.

4. DIVIDEND:

The constant efforts add to the growth potential and improve upon previously set benchmarks add to the strong foundation and work ethos of the company. Keeping in view the growth prospects of the company the board of your company has not recommended any dividend for the financial year ended March 31,2024. Since there was no unpaid/unclaimed dividend during the year under review, the Company is not required to transfer any amount to the Investor education and protection fund (IEPF) as required under the provision of Section 125 of the Companies Act,2013.

There was no amount liable or due to be transferred to Investor Education and Protection func( IEPF) during the financial year ended March 31,2024.

As per the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015("SEBI Listing Regulations"), your company has formulated a Dividend Distribution policy is as follows : hecprojects.in/i/wp-content/ uploads/2024/06/Dividend_Distribution_Policy.pdf

5. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the business of Electrical and Electro-mechanical projects. During the year under review 2023-24, there has been no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2023-24 under review, there are no such material changes and commitments affecting the financial position of the Company, which has occurred during the year.

Further there are no material changes or commitments occurred subsequent to the year end and upto the date of the Directors Report.

The company will continue to closely monitor any material changes to future economic conditions.

There is no occasion whereby the Company has either revised or required to revise the Financial statement or the Board''s report of the Company for any period prior to Financial year 2023-24. Hence, no specific details are required to be given or provided.

7. SHARE CAPITAL STRUCTURE:

During the financial year 2023-24 under review, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increase to Rs. 10,13,81,600/- divided in to 1,01,38,160 Ordinary Shares of Rs. 10/- each.

8. CREDIT RATING :

During the Financial year 2023-24 under review, the Company has neither issued nor required to obtain credit rating of its securities. As such, no specific details are required to be given or provided.

9. DISCLOSURE REGARDING SHARES:

The Company has not issued any Sweat Equity, Bonus Shares, ESOPS, equity shares with differential rights and also not bought back any of its securities during the year under review.

10. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31,2024, The Board of Directors comprises of six(6) directors which include three(3) executive directors, three(3) Independent Directors. The overall composition of Board of Directors include one women director. As on the date of this report, the Board of the company constitutes of the following Directors:

	Name of Directors	Category & Designation
	Mr. Gaurang Shah	Managing Director
	Mrs. Rupal Shah	Executive Director
	Mr. Rahul Shah	Executive Director
	Mrs. Neetu Jalan	Non-Executive Independent Director
	Mrs. Dipika Soni	Non-Executive Independent Director
	Mrs. Raina Singh	Non-Executive Independent Director

are provided in the Notice of Annual General meeting.

Further on April 24,2023 Mr. Asit Ramniklal Shah(DIN:05285162) and Mr. Nipam Chandrakant Shah (DIN:08808329) stepped down from the position of Non-Executive Independent Director and Mrs. Neetu Jalan(08719470) and Mrs. Dipika Soni (DIN:08846908) were appointed in the board meeting held on April 24,2023 and the same were regularized in the Extraordinary General meeting held by the company on July 24,2023. Whereas, Mrs.Raina Singh(DIN:09637543) was appointed as the Additional Director (Independent) w.e.f August 24,2023 and she was regularized in the 18th Annual General meeting. Mr. Yogesh Shah(DIN:06971596) resigned on August 24,2023.

During the year under review, there was a change in the Key Managerial Personnel(KMP) of the Company. In accordance with the provisions, as on March 31,2024 following are the Key Managerial Personnel of the Company:

â¢ Mr. Gaurang Shah-Managing Director

â¢ Mr. Arvindkumar Patel*-Chief Financial Officer

â¢ Ms. Khushi Bhatt-Company Secretary

â¢ Mr.Pannalal Surti ceased from the position of Chief financial officer from 1^st January 2024 and Mr.Arvindkumar Patel was appointed from 4^th January 2024 as the Chief financial officer of the company.

11. DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

According to the Rule 6 of the Companies(Appointment and Qualification of Directors)Rules,2014,as amended, the names of all the Independent directors of the company have been included in the data bank maintained by the Indian Institute of Corporate Affairs. The Independent Directors are fully kept informed of the Company''s business activities. A separate meeting of Independent Directors were held on March 14,2024. All the Independent directors were present in the meeting.

12. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the company have met 08 (eight) times during the year viz (1)24^th April 2023,(2) 27^th May 2023, (3) 7^th July 2023, (4) 11^th August 2023, (5) 2^nd September 2023, (6) 10^th November 2023, (7) 4^th January 2024 and (8) 12^th February 2024. The details of the Board meetings are provided in the Corporate Governance report forming part of this Annual report.

13. COMMITTES OF THE BOARD:

The Board has established the following committees:

1. Audit committee

2. Nomination and remuneration committee

3. Stakeholders relationship committee

4. Corporate Social responsibility committee*

*The company is required to form the Corporate social responsibility committee thus the same is in formation but no mandatory expenditure during the year on corporate social responsibility is envisafed as per Section 135 of the Act.

The compositions of the committees as on March 31,2024 are as detailed below:
Sr.No.	Name of committee members	Audit committee	Nomination & remuneration committee	Stakeholders relationship committee
1.	Mrs. Dipika P Soni	Chairperson	Chairperson	Chairperson
2.	Mrs. Raina Singh	Member	Member	Member
3.	Mrs. Neetu Jalan		Member
4.	Mr. Gaurang P. Shah	Member	--	Member

The detailed disclosures of all the committees of the Board of Directors are provided in the Corporate Governance report forming part of this Annual report.

There is no occasion wherein the Board of Directors of the company has not accepted any recommendations of the Audit committee of the company during the financial year 2023-24. As such, no specific details are required to be given or provided.

14. FAMILIARIZATION PROGRAMMEE FOR INDEPENDENT DIRECTORS:

https://hecproiects.in/wp-content/uploads/2024/05/Familiarization-Programme IDS-2023-24.pdf

15. ANNUAL PERFORMANCE EVALUATION:

The performance of the Board was evaluated after seeking inputs from all the directors on the basis such as knowledge and skills, professional conduct, duties, roles and function, effectiveness etc. Further board opined that the Independent directors of the company appointed during the year has requisite intergrity, expertise and experience.

16. APPOINTMENT AND REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act,2013 and Regulation 19 of listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel.

The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report.

17. PARTICULARS OF EMPLOYEES:

18. DIRECTOR''S RESPONSIBILITY STATEMENT:

During the year under review 2023-24, the audited financial statements of the Company for the year under review are in conformity with the requirements of the Act read with the rules made thereunder and the Accounting Standards. To the best of the knowledge and ability, the Board of Directors makes the following statements in terms of Section 134 (5) of the Companies Act, 2013:

â¢ in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards have been followed and there are no material departures from the same

â¢ 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 March 31,2024 and of the Profit & Loss of the Company for financial year ended March 31,2024

â¢ they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

â¢ they have prepared the annual accounts on a ''going concern'' basis

â¢ they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

â¢ they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:

During the year under review, no company has become or ceased to be subsidiary, ioint venture or associate of the Company.

20. DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the companies (Acceptance of Deposits) Rules, 2014.

Pursuant to Rule 2 (1) ( c ) ( viii ) of Companies ( Acceptance of Deposit ) Rules, 2014 an aggregate amount of deposit taken from the Directors is ^ 2382.70 Lac.

There is inter-corporate deposit of R 10 lacs.

The Directors have given a declaration stating that the amount deposited is out of own funds and not by way of borrowings from others.

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:

22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

During the financial year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on arms'' length basis. The details of contracts and arrangements with Related Parties of your Company for the financial year ended March 31,2024 are given in notes to the Financial Statements, forming part of this Annual Report.

All related party transactions have been approved by the Audit Committee and the Board of Directors of your Company and are reviewed by them on periodic basis. Omnibus approvals were taken for all transactions entered in to by the company with related parties. The details regarding material related party transactions in form AOC - 2 is disclosed During the year the policy is not changed and uploaded on the Company''s website.The Company''s Policy on Related Party Transactions is available on your Company''s website https://hecproiects.in/wp-content/uploads/2021/05/6-Related-Partv-Transaction-Policv.pdf.

23. CORPORATE SOCIAL RESPONSIBILITY(CSR) :

The Company is not covered under the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility Committee. Up till now, the company was not required to have a CSR committee, but now the company is in process of constituting the committee.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

25. RISK MANAGEMENT:

In terms of the provisions of Regulation 17 of the Listing Regulations, your company has established a well-defined risk management policy to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management. The Policy is available for at the Website of the Company https://hecproiects.in/wp-content/ uploads/2021/05/7-Risk-Management-Policy.pdf

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The company affirms that no employee has been denied access to the Audit committee.

The details of the Whistle Blower Policy/ Vigil Mechanism are explained in the Corporate Governance Report and also posted on the Company''s website at https://hecproiects.in/wp-content/uploads/2023/06/Whistle-blower-and-vigil-mechanisam.pdf

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

28. AUDITORS AND AUDITOR''S REPORT:A) STATUTORY AUDITOR AND THEIR REPORTS:

In compliance with the provisions of the Companies(Audit and Auditors)Rules,2014,

The Auditor''s report for financial year 2023-24 served is enclosed with the financial statements in this Annual report and there are no qualification, reservation or adverse remark or disclaimers made by statutory auditor in their Audit report.

During the year under review,

The auditor''s report does not contain any reservation, qualification, disclaimer or adverse remark.

The Statutory Auditor has not reported any incident of fraud to the Audit committee or the Board of Directors under Section 143(12) of the Act.

B) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Secretarial audit report does not contain any qualification, reservation, disclaimer or adverse remarks.

As per Regulation 24A in SEBI(LODR)regulations,the Annual Secretarial compliance certificate is posted in the website of the company https://hecproiects.in/wp-content/uploads/2024/05/asc31032024.pdf

C) INTERNAL AUDITOR/INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

In accordance with the provisions of section 138 of the Companies Act, 2013 and rules framed there under, your company had appointed M/S Virendra J Sutaria & Co., as the internal auditor of the company w.e.f February 4,2023.Whereas, M/S Virendra J Sutaria & Co. tendered his resignation on July 6,2023 and on July 7,2023 M/S Shah Shah & Co.(Mr.Rushin Shah) as the Internal auditor of the company w.e.f July 07,2023.

D) COST AUDITOR:

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section are not applicable, hence your company need not required to appoint Cost Auditor for the financial year 2023-24.

29. EXPLANATION IN RESPONSE TO AUDITOR''S QUALIFICATIONS:

The Audit report submitted by the Statutory Auditors and Secretarial auditors for the financial year 2023-24 do not contain any qualification or adverse remarks. The observations made by all the Auditors in their respective report/s are self-explanatory and as such, do not call for any explanations.

30. SECRETARIAL STANDARD:

31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CQDE.2016 (IBC):

During the Financial year 2023-24 no application made or any proceedings are pending under the Insolvency and Bankruptcy Code.2016 (IBC).

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS/FINANCIAL INSTITUTIONS:

During the financial year 2023-24 under review, there has been no One time settlement(''OTS'') of the loans taken from Banks and Financial institutions.

33. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the financial year 2023-24 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such no specific details are required to be given or provided.

34. ANNUAL RETURN:

35.OTHER DISCLOSURES:â¢ INDUSTRIAL RELATIONS:

The Relations between the employees and management have remained cordial and harmonious during the year under review.

The Company is dedicated to enhance and retain top talent through superior learning and organizational development as this is the pillar to support the Company''s growth and sustain ability in the future. The Company takes pride in the commitment, competence and dedication shown by its employees. The Company is dedicated to enhance and retain the top talent through superior learning and organizational development, as this being the pillar to support the Company''s growth and sustainability in the future.

â¢ HEALTH AND SAFETY:

The operations of the company are conducted in such way that it ensures safety of all concerned and a pleasant working environment.

â¢ CERTIFICATE BY THE CFO OF THE COMPANY:

Pursuant to the Regulation 17(8) of SEBI(LODR)Regulations,2015the certificate as per Part B of Schedule II is annexed.

â¢ COMPANY''S POLICY ON DIRECTOR''S, KMP''S & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES,INDEPENDENCE ETC:

The Company has formulated and adopted the Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy of the Company, inter alia, provides the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, Positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy is also available on the website of the Company www.hecprojects.in.

â¢ SEGMENT REPORTING:

The Company is engaged in the EPC Electro-Mechanical Project Business as an only reportable segment in accordance with Accounting Standard on Segment Reporting AS-17.

36. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:â¢ STATEMENT OF DEVIATIONS & VARIATIONS:

In compliance to the Regulations 32(8) of Listing regulations, there has been no deviations/variation in the utilization of the fund raised from the Initial Public officer as disclosed in the Company''s prospectus for the period ended March 31,2024 as it is utilized fully for the purpose for which funds was raised.

â¢ MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

â¢ LISTING OF SHARES:

The equity shares of the Company have been listed and actively traded on the National Stock Exchange (Capital Market Segment-Main Board) effective December 30,2021. There was no occasion wherein the equity shares of the Company have been suspended for the trading during the financial year 2023-24.

â¢ CORPORATE GOVERNANCE:

37.OTHER MATTERS:â¢ DEMATERIALIZATION OF THE SHARES:

As on March 31,2024, the entire 100% issued, subscribed and paid up share capital 10138160 equity shares of the Company were held in dematerialized form through depositories National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

â¢ PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company has duly paid the requisite annual listing fees for the Financial year 2023-24 and 2024-25 to the National Stock Exchange of India Limited (NSE). The Company has also paid the requisite annual custodian and other fees for the Financial year 2023-24 to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

â¢ BUSINESS RESPONSIBILITY REPORT:

The business responsibility report under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations,2015 is not applicable to the Company for the year under review ended March 31,2024. Therefore, there is no requirement to submit a separate report by the company.

â¢ CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:

The Board of directors are pleased to report that the Company has complied with all the code/(s) and policies and are available on the Company''s website which are as follows:

a) Code of conduct - https://hecproiects.in/wp-content/uploads/2021/05/1-Code-of-Conduct.pdf

b) Remuneration Policy- https://hecproiects.in/wp-content/uploads/2021/05/5-Remuneration-Policv.pdf

c) Related Party Transaction policy - https://hecproiects.in/wp-content/uploads/2021/05/6-Related-Party-Transaction-

Policy.pdf

d) Code of Conduct to Regulate, Monitor and Reporting of Trading by Insiders- https://hecproiects.in/wp-content/ uploads/2021/05/4-Insider-Trading-Code.pdf

e) Whistle Blower Policy- https://hecproiects.in/wp-content/uploads/2023/06/Whistle-blower-and-vigil-mechanisam.pdf

f) Risk Management Policy- https://hecproiects.in/wp-content/uploads/2021/05/7-Risk-Management-Policv.pdf

g) Code of Conduct and procedure for fair disclosure of unpublished price sensitive information- https://hecproiects.in/wp-content/uploads/2021/05/8-Code-of-Practices-and-Procedures-for-fair-disclosure-of-Unpublished-Price-Sensitive-Information.pdf

h) Policy of preservation of documents- https://hecproiects.in/wp-content/uploads/2021/05/9-Policy-for-Preservation-of-Documents.pdf

i) Archival Policy- https://hecproiects.in/wp-content/uploads/2021/05/10-Archival-Policy.pdf

j) Policy on determination of materiality of event or information- https://hecproiects.in/wp-content/uploads/2024/06/ Policy-for-Materiality-of-Events-.pdf

k) Contact details of officials under Regulation 30 of SEBI(LODR) Regulations- https://hecproiects.in/wp-content/ uploads/2024/06/Contact-details-of-officials-under-Regulation-30.pdf

l) Terms and conditions of appointment of Independent directors- https://hecproiects.in/wp-content/uploads/2023/08/ NEW-Terms-and-Condition-of-Independent-Director.pdf

m) Familiarization program- https://hecproiec 24.pdf

n) Anti-Harassment policy- https://hecproiects.in/wp-content/uploads/2021/05/14-Anti-Harassment-Policy.pdf

o) Code of Conduct for Insider trading- https://hecproiects.in/wp-content/uploads/2021/05/15-CQC-for-Insider-Trading.pdf

p) Policy and procedure for enquiry in case of leak of UPSI or suspected leak of UPS- https://hecproiects.in/wp-content/ uploads/2021/05/17-Policy-and-Procedure-regarding-Leak-of-UPSI-30032019.pdf

q) Policy on board Diversity: https://hecproiects.in/wp-content/uploads/2023/06/Final-Policv-on-Board-Diversitv.pdf s) Composition of Committee: https://hecproiects.in/wp-content/uploads/2024/06/2-Composition-of-Committee-1.pdf

The aforesaid code/s and policy(ies) are available on Company''s website

â¢ SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013:

As per the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment Act"), the Company has formulated policy on prevention of Sexual harassment at workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.

Your Company is committed to provide a conducive work environment devoid of discrimination and harassment including sexual harassment.

During the year 2023-24, no case of Sexual Harassment was reported. The following is the summary for the F.Y 2023-24

	(a)Number of complaints pending at the beginning of	NIL
	the year
	(b) Number of complaints received during the year	NIL
	(c)Number of complaints disposed off during the year	NIL
	(d) Number of cases pending at the end of the year	NIL

36. CAUTIONARY STATEMENT:

37. ACKNOWLEDGEMENT:

Mar 31, 2023

The Board of Directors of HEC Infra Projects Limited [("the Company") feel amiable in presenting 18th Annual Report of the Company covering the highlights of the finances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE:

The Company''s financial performance for the year under review along with previous year figures is given hereunder:

(^in Lakhs Except per Share data)

Particulars	March 31,2023	March 31,2022
Revenue from Operations	5173.39	4372.48
Other Income	134.20	75.05
Total Revenue	5307.59	4447.53
Profit before Interest, Depreciation , Extraordinary items & tax expense	465.02	338.95
Less: Interest	322.68	259.67
Depreciation	22.04	23.50
Extraordinary Items	00	00
Profit before Exceptional item & tax	120.30	55.78
Exceptional Item	00	00
Profit before Tax	120.30	55.78
Current Tax	38.50	15.00
Deferred Tax	0.23	(0.43)
Taxation in respect of earlier year	2.74	(10.24)
Net Profit after tax	78.83	51.45
Other comprehensive income	00	00
EPS: Basic	0.78	0.51
Diluted	0.78	0.51

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure. The financial statements for the financial year 2022-23 of the company are prepared in accordance with relevant Indian Accounting Standards(Ind-AS) issued by the Institute of Chartered Accountants of India and form part of this Annual Report as notified by the Companies Act,2013 read with Companies (Accounts) Rules,2014 and other relevant provisions of the Act and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulati''ons,2015 ("The SEBI Listing Regulations").

2. STATE OF AFFAIRS /COMPANY''S PERFORMANCE:

The Company has earned revenue from operation of ^ 5173.39 Lacs during the year ended on March 31,2023 as against ^ 4372.48 Lacs earned during the previous year ended on March 31,2022 with the increase of 18.31%. The Company has also earned other income of ^ 134.20 Lacs during the year ended on March 31,2023 as against ^ 75.05 Lacs earned during the previous year March 31,2022 with the increase of 78.81%.

The Company earned Profit Before Tax (PBT) of ^ 120.30 Lacs and Profit After Tax (PAT) of ^ 78.83 Lacs during the year ended on March 31, 2023 as compared to previous year ended on March 31, 2022 of ^ 55.78 Lacs and ^ 51.45 Lacs showing rise of 115.67% and 53.21% respectively. During the year under review, there has been no change in the nature of the business of the Company which has an impact on the affairs of the company.

3. TRANSFER TO RESERVES AND SURPLUS:

During the year under review, the company has transferred Rs. 78.83 lakhs to the General Reserve account during the financial year ended March 31,2023.

4. DIVIDEND:

In order to conserve the reserve and due to economic slowdown and the difficulties arising due to coronavirus your directors is of the opinion that it is prudent to not recommend any dividend for the financial year ended March 31,2023. Since there was no unpaid/unclaimed dividend during the year under review, the Company is not required to transfer any amount to the Investor education and protection fund(IEPF) as required under the provision of Section 125 of the Companies Act,2013.

There was no amount liable or due to be transferred to Investor Education and Protection func(IEPF) during the financial year ended March 31,2023.

5. CHANGE IN THE NATURE OF BUSINESS:

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

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2022-23 under review, there are no such material changes and commitments affecting the financial position of the Company, which has occurred between the end of the financial year 2022-23 to which the financial statements relate and the date of this report. The company will continue to closely monitor any material changes to future economic conditions.

There is no occasion whereby the Company has either revised or required to revise the Financial statement or the Board''s report of the Company for any period prior to Financial year 2022-23. Hence, no specific details are required to be given or provided.

7. SHARE CAPITAL STRUCTURE:

During the financial year 2022-23 under review, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increase to Rs. 10,13,81,600/- divided in to 1,01,38,160 Ordinary Shares of Rs. 10/- each.

8. CREDIT RATING :

During the Financial year 2022-23 under review, the Company has neither issued nor required to obtain credit rating of its securities. As such, no specific details are required to be given or provided.

9. DISCLOSURE REGARDING SHARES:

The Company has not issued any Sweat Equity, Bonus Shares, ESOPS, equity shares with differential rights and also not bought back any of its securities during the year under review.

10. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31,2023, The Board of Directors comprises of six(6) directors which include three(3) executive directors, three(3) Independent Directors. The overall composition of Board of Directors include one women director. As on the date of this report, the Board of the company constitutes of the following Directors:

Name of Directors	Category & Designation
Mr. Gaurang Parmanand Shah	Managing Director
Mrs. Rupal Gaurang Shah	Executive Director
Mr. Rahul Gaurang Shah	Executive Director
Mr. Asit Ramniklal Shah	Non-Executive Independent Director
Mr. Nipam Chandrakant Shah	Non-Executive Independent Director
Mr. Yogesh Popatlal Shah	Non-Executive Independent Director

No appointment or resignation of Directors and Key Managerial Personnel during the year.

Further during the year under review and pursuant to the applicable provisions of the Companies Act,2013, the Board of Directors of the company on recommendation of the Nomination and Remuneration committee of the Board consented to reappoint Mrs. Rupal Gaurang Shah (DIN: 01756092) and also to re-appoint Mr. Rahul Shah (DIN: 06862697) who retires by rotation and being eligible so offered for re-appointment. A brief resume and other details of the above directors seeking reappointment are provided in the Notice of Annual General meeting. Further on April 24,2023 Mr. Asit Ramniklal Shah (DIN:05285162) and Mr. Nipam Chandrakant Shah (DIN:08808329) stepped down from the position of Non-Executive Independent Director and Mrs. Neetu Jalan(08719470) and Mrs. Dipika Soni(DIN:08846908) were appointed in the board meeting held on April 24,2023 and the same were regularized in the Extraordinary General meeting held by the company on July 24,2023. Whereas, Mrs.Raina Singh(DIN:09637543) was appointed as the Additional Director (Independent) w.e.f August 24,2023 and Mr. Yogesh Shah(DIN:06971596) resigned on August 24,2023.

During the year under review, there was no change in the Key Managerial Personnel (KMP) of the Company. In accordance with the provisions, as on March 31,2023 following are the Key Managerial Personnel of the Company:

Mr. Gaurang Parmanand Shah-Managing Director

Mr. Pannalal Surti''-Chief Financial Officer

Ms. Khushi Bhatt-Company Secretary

11. DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

Out of 3 Independent directors, two has passed the Online Proficiency Self assessment test conducted by Indian Institute of Corporate Affair (IICA).

The Independent Directors are fully kept informed of the Company''s business activities. A separate meeting of Independent Directors were held on February 04,2023. All the Independent directors were present in the meeting.

12. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the company have met 06 (six) times during the year viz (1)28^th May 2022,(2) 12^th August 2022,(3) 2^ndSeptember 2022,(4) 10^th November 2022,(5) 4^th February 2023 and (6) 11^th February 2023. The details of the Board meetings are provided in the Corporate Governance report forming part of this Annual report.

13. COMMITTES OF THE BOARD:

The Board has established the following committees:

1. Audit committee

2. Nomination and remuneration committee

3. Stakeholders relationship committee

The compositions of the committees as on March 31,2023 are as detailed below:

Sr.No.	Name of committee members	Audit committee	Nomination & remuneration committee	Stakeholders relationship committee
1.	Mr. Yogesh P. Shah	Chairman	Chairman	Member
2.	Mr. Asit R. Shah	Member	Member	Chairman
3.	Mr. Nipam C. Shah	Member	Member	Member
4.	Mr. Gaurang P. Shah	--	--	Member

The detailed disclosures of all the committees of the Board of Directors are provided in the Corporate Governance report forming part of this Annual report.

As Mr. Asit R Shah and Mr. Nipam C Shah stepped down from being the Non-Executive Independent Directors , Ms. Neetu Jalan and Mrs. Dipika Soni were appointed and resultantly the composition of committees were reconstituted the details wef April 24,2023 are as under:

Sr.No.	Name of committee members	Audit committee	Nomination & remuneration committee	Stakeholders relationship committee
1.	Mrs. Dipika P Soni	Chairperson	Chairperson	Chairperson
2.	Mr. Yogesh P Shah	Member	Member	Member
3.	Mr. Gaurang P. Shah	Member		Member
4.	Ms.Neetu Jalan	--	Member	--

With the cessation of Mr. Yogesh Shah from the position of Independent director with effect from August 24,2023, the committee had reconstituted which is as follows:

Sr.No.	Name of committee members	Audit committee	Nomination & remuneration committee	Stakeholders relationship committee
1.	Mrs. Dipika P Soni	Chairperson	Chairperson	Chairperson
2.	Mrs. Raina Singh	Member	Member	Member
3.	Mr. Gaurang P. Shah	Member		Member
4.	Ms.Neetu Jalan	--	Member	--

There is no occasion wherein the Board of Directors of the company has not accepted any recommendations of the Audit committee of the company during the financial year 2022-23. As such, no specific details are required to be given or provided.

14. FAMILIARIZATION PROGRAMMEE FOR INDEPENDENT DIRECTORS:

All Independent Directors are familiarized with the operation and functioning of the Company. The details of the familiarization program are provided in the Corporate Governance Report and the same is also available on the website of the company https://hecproiects.in/wp-content/uploads/2023/06/Familiarization-Programme IDS-2022-23.pdf

15. ANNUAL PERFORMANCE EVALUATION:

16. APPOINTMENT AND REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act,2013 and Regulation 19 of listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel.

The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report.

17. PARTICULARS OF EMPLOYEES:

18. DIRECTOR''S RESPONSIBILITY STATEMENT:

During the year under review, the audited financial statements of the Company for the year under review are in conformity with the requirements of the Act read with the rules made thereunder and the Accounting Standards. To the best of the knowledge and ability, the Board of Directors makes the following statements in terms of Section 134 (5) of the Companies Act, 2013:

â¢ in the preparation of the annual accounts for the financial year ended March 31,2023, the applicable accounting standards have been followed and there are no material departures from the same;

â¢ 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 March 31,2023 and of the Profit & Loss of the Company for financial year ended March 31,2023;

â¢ they have prepared the annual accounts on a ''going concern'' basis;

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

â¢ they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:

During the year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

20. DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the companies (Acceptance of Deposits) Rules, 2014.

Pursuant to Rule 2 (1) ( c ) ( viii ) of Companies ( Acceptance of Deposit ) Rules, 2014 an aggregate amount of deposit taken from the Directors is ^ 1875.88 Lac.

The Directors have given a declaration stating that the amount deposited is out of own funds and not by way of borrowings from others.

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:

22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

During the financial year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on arms'' length basis. The details of contracts and arrangements with Related Parties of your Company for the financial year ended March 31,2023 are given in notes to the Financial Statements, forming part of this Annual Report.

The Company''s Policy on Related Party Transactions is available on your Company''s website https://hecproiects.in/wp-content/uploads/2021/05/6-Related-Partv-Transaction-Policy.pdf

Since no material transactions with Related Party Transactions Form AOC-2 is not applicable.

23. CORPORATE SOCIAL RESPONSIBILITY(CSR) :

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts), 2014 are not applicable to HEC Infra Projects Limited ("the company") and the details regarding foreign exchange earnings and expenditure, if any, is specified in the notes to the Balance Sheet.

During the financial year 2022-23 under review, there are no foreign exchange earnings and outgo. As such particulars are either nil or not applicable.

25. RISK MANAGEMENT:

In terms of the provisions of Regulation 17 of the Listing Regulations, your company has established a well-defined risk management policy to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management. The Policy is available for at the Website of the Company https://hecproiects.in/wp-content/ uploads/2021/05/7-Risk-Management-Policy.pdf

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The company affirms that no employee has been denied access to the Audit committee.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

28. AUDITORS AND AUDITOR''S REPORT:

A) STATUTORY AUDITOR AND THEIR REPORTS:

In compliance with the provisions of the Companies(Audit and Auditors)Rules,2014,

In accordance with Section 139 of the Companies Act,2013 and rules made thereunder M/S Paresh Thothawala & Co., Chartered Accountants (FRN: 114777W), Ahmedabad, be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s. Parth P Shah & Co., Chartered Accountants (FRN.: 141540W), Ahmedabad and they shall hold office as Statutory Auditors of the Company until the conclusion of this 23rd Annual General Meeting. The Auditor''s report for financial year 2022-23 served by M/s Parth P Shah & Co., does not contain any qualification, reservation or adverse remark. The Auditor''s report is enclosed with the financial statements in this Annual report.

During the year under review,

â¢ The auditor''s report does not contain any reservation, qualification, disclaimer or adverse remark.

â¢ The Statutory Auditor has not reported any incident of fraud to the Audit committee or the Board of Directors under Section 143(12) of the Act.

B) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company, in compliance with the provisions of Section 204 of the Companies Act, 2013, and rules made in this behalf, appointed M/s. Jalan Alkesh & Associates, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the financial year 2022-23. The Report of Secretarial Auditor is annexed to this Report as Annexure-III. Accordingly, the Board of Directors, on recommendations of the Audit committee of the Company has approved The Secretarial Audit Report in Form MR-3 does not contain any qualification, reservation or adverse remark. The report provides sufficient information and needs no clarification, so no further explanations or comments are required/given in this report with respect thereto.

Accordingly, the Board of Directors, on recommendations of the Audit committee of the Company has approved

The Secretarial Audit Report in Form MR-3 have stated the following qualification :

However there was delay in filing of few forms with the Ministry of Corporate Affairs.

The Board reply is as under:

The Company will ensure timely filing of forms. The forms could not be filed in time due to technical error.

Other than above there is no qualification, reservation or adverse remark. The report provides sufficient information and needs no clarification, so no further explanations or comments are required/given in this report with respect thereto.

As per Regulation 24A in SEBI(LODR)regulations,the Annual Secretarial compliance certificate is posted in the website of the company: https://hecproiects.in/wp-content/uploads/2023/08/ASC31032023.pdf

C) INTERNAL AUDITOR/INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

In accordance with the provisions of section 138 of the Companies Act, 2013 and rules framed there under, your company had appointed M/S N.M.Pathak & Co., was appointed as the internal auditor of the company w.e.f August 12,2022.

During the period on February 4.2023 M/S N.M.Pathak & Co tendered his resignation and same was accepted and M/S Vi-rendra J Sutaria & Co., was appointed as the internal auditor of the company w.e.f February 4,2023.

Whereas, M/S Virendra J Sutaria & Co. tendered his resignation on July 6,2023 and on July 7,2023 M/S Shah Shah and Co. (Mr.Rushin Shah) as the Internal auditor of the company w.e.f July 07,2023.

D) COST AUDITOR:

this section are not applicable, hence your company need not required to appoint Cost Auditor for the financial year 2022-23.

29. EXPLANATION IN RESPONSE TO AUDITOR''S QUALIFICATIONS:

The Audit report submitted by the Statutory Auditors and Secretarial auditors for the financial year 2022-23 do not contain any qualification or adverse remarks. The observations made by all the Auditors in their respective report/s are self-explanatory and as such, do not call for any explanations.

30. SECRETARIAL STANDARD:

31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE.2Q16 (IBC):

During the Financial year 2022-23 no application made or any proceedings are pending under the Insolvency and Bankruptcy Code.2016 (IBC).

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS/FINANCIAL INSTITUTIONS:

During the financial year 2022-23 under review, there has been no One time settlement(''OTS'') of the loans taken from Banks and Financial institutions.

33. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the financial year 2022-23 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such no specific details are required to be given or provided.

34. ANNUAL RETURN:

The Annual Return of the Company as on March 31,2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at i.e. https:// hecproiects.in/wp-content/uploads/2023/05/mgt-7-fresh.pdf

35.OTHER DISCLOSURES:

â¢ INDUSTRIAL RELATIONS:

The Relations between the employees and management have remained cordial and harmonious during the year under review. The Company is dedicated to enhance and retain top talent through superior learning and organizational development as this is the pillar to support the Company''s growth and sustain ability in the future. The Company takes pride in the commitment, competence and dedication shown by its employees. The Company is dedicated to enhance and retain the top talent through superior learning and organizational developments this being the pillar to support the Company''s growth and sustainability in the future.

â¢ HEALTH AND SAFETY:

The operations of the company are conducted in such way that it ensures safety of all concerned and a pleasant working environment.

â¢ COMPANY''S POLICY ON DIRECTOR''S. KMP''S & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION. ATTRIBUTES. INDEPENDENCE ETC:

â¢ SEGMENT REPORTING:

The Company is engaged in the EPC Electro-Mechanical Project Business as an only reportable segment in accordance with Accounting Standard on Segment Reporting AS-17.

36. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

â¢ STATEMENT OF DEVIATIONS & VARIATIONS:

In compliance to the Regulations 32(8) of Listing regulations,there has been no deviations/vatiation in the utilization of the fund raised from the Initial Public officer as disclosed in the Company''s prospectus for the period ended March 31,2023 as it is utilized fully for the purpose for which funds was raised.

â¢ MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

as a separate section forming part of this Annual Report.

â¢ LISTING OF SHARES:

The equity shares of the Company have been listed and actively traded on the National Stock Exchange(Capital Market Segment-Main Board)effective December 30,2021. There was no occasion wherein the equity shares of the Company have been suspended for the trading during the financial year 2022-23.

â¢ CORPORATE GOVERNANCE:

As the members know that the equity shares of the company have been migrated from SME platform(NSE EMERGE) to the main board of National Stock Exchange of India Limited with effective from December 30,2021. Therefore the provisions relating to Corporate Governance provided in the SEBI(Listing Obligations and Disclosure Requirements)Regulati''ons,2015 (SEBI LODR Regulations/Listing Regulations) are applicable to the Company consequent to such migration. Therefore, provisions relating to Corporate Governance provided in SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015 are applicable to the Company consequent to such migration.

The copy of report on Corporate governance is enclosed as Annexure and forms part of the Director''s report.

37.OTHER MATTERS:

â¢ DEMATERIALIZATION OF THE SHARES:

As on March 31,2023, the entire 100% issued, subscribed and paid up share capital 10138160 equity shares of the Company were held in dematerialized form through depositories National Securities Depository Limited(NSDL) and Central Depository Services(India)Limited(CDSL).

â¢ PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company has duly paid the requisite annual listing fees for the Financial year 2022-23 to the National Stock Exchange of India Limited(NSE). The Company has also paid the requisite annual custodian and other fees for the Financial year 2022-23 to the National Securities Depository Limited(NSDL) and Central Depository Services(India)Limited(CDSL).

â¢ CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:

The Board of directors are pleased to report that the Company has complied with all the code/(s) and policies and are available on the Company''s website which are as follows:

a) Code of conduct - https://hecproiects.in/wp-content/uploads/2021/05/1-Code-of-Conduct.pdf

b) Remuneration Policy- https://hecproiects.in/wp-content/uploads/2021/05/5-Remuneration-Policv.pdf

c) Related Party Transaction policy - https://hecproiects.in/wp-content/uploads/2021/05/6-Related-Party-Transaction-Policy.pdf

d) Code of Conduct to Regulate, Monitor and Reporting of Trading by Insiders- https://hecprojects.in/wp-content/ uploads/2021/05/4-Insider-Trading-Code.pdf

e) Whistle Blower Policy- https://hecproiects.in/wp-content/uploads/2023/06/Whistle-blower-and-vigil-mechanisam.pdf

f) Risk Management Policy- https://hecproiects.in/wp-content/uploads/2021/05/7-Risk-Management-Policy.pdf

h) Policy of preservation of documents- https://hecproiects.in/wp-content/uploads/2021/05/9-Policy-for-Preservation-of-Documents.pdf

i) Archival Policy- https://hecproiects.in/wp-content/uploads/2021/05/10-Archival-Policy.pdf

j) Policy on determination of materiality of event or information- https://hecproiects.in/wp-content/uploads/2023/06/ Policv-for-Materialitv-of-Events-030122.pdf

k) Contact details of officials under Regulation 30 of SEBI(LODR) Regulations- https://hecproiects.in/wp-content/ uploads/2023/06/Contact-details-of-officials-under-Regulation-30.pdf

l) Terms and conditions of appointment of Independent directors- https://hecproiects.in/wp-content/uploads/2023/08/ NEW-Terms-and-Condition-of-Independent-Director.pdf

m) Familiarization program- https://hecproiects.in/wp-content/uploads/2023/06/Familiarization-Programme IDS-2022-23.pdf

n) Anti-Harassment policy- https://hecproiects.in/wp-content/uploads/2021/05/14-Anti-Harassment-Policy.pdf

o) Code of Conduct for Insider trading- https://hecproiects.in/wp-content/uploads/2021/05/15-COC-for-Insider-Trading.pdf

p) Policy and procedure for enquiry in case of leak of UPSI or suspected leak of UPSI- https://hecproiects.in/wp-content/ uploads/2021/05/17-Policy-and-Procedure-regarding-Leak-of-UPSI-30032019.pdf

q)Policy on board Diversity: https://hecproiects.in/wp-content/uploads/2023/06/Final-Policv-on-Board-Diversitv.pdf The aforesaid code/s and policy(ies) ae available on Company''s website

â¢ SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013:

Your Company is committed to provide a conducive work environment devoid of discrimination and harassment including sexual harassment.

During the year 2022-23, no case of Sexual Harassment was reported. The following is the summary for the F.Y 2022-23

(a)Number of complaints pending at the beginning of the year	NIL
(b) Number of complaints received during the year	NIL
(c)Number of complaints disposed off during the year	NIL
(d) Number of cases pending at the end of the year	NIL

38. CAUTIONARY STATEMENT:

39. ACKNOWLEDGEMENT:

Date:02/09/2023

Place:Ahmedabad

Registered Office:	By order of the Board of Directors
Sigma 1 Corporate, Corporate House No. 6, Sindhu Bhavan Road, Nr. Mahan Party Plot Cross Road, Bodakdev, Ahmedabad- 380054.	For, HEC Infra Projects Limited
Tel: - 91-79-40086771-74;	SD/-
Web: - www.hecprojects.in;	Gaurang Parmanand Shah
Email: - elect@hecproject.com	(Chairman & Managing Director)
	DIN:01756079

A)ANNEXURE-I	PARTICULARS OF EMPLOYEES
C)ANNEXURE-II	FORM MR-3 SECRETARIAL AUDITOR''S REPORT
D)ANNEXURE-III	CERTIFICATE OF NONDISQUALIFICATION OF DIRECTORS

Mar 31, 2018

The Members of

HEC Infra Projects Limited

The Directors have pleasure in presenting the 13th Annual Report of HEC Infra Projects Limited for the financial year ended 31st March, 2018.

1. Financial Results and Appropriations :

Financial Results of the Company for the year under review along with the figures for the previous year is as follows:

(Rs. in Lakhs Except per Share data)

Particulars	31st March, 2018	31st March, 2017
Revenue from Operations	8263.49	8399.70
Other Income	77.91	84.98
Total Revenue	8341.40	8484.68
Profit before Interest, Depreciation , Extraordinary items & tax	871.90	837.04
Less : Interest	355.78	320.66
Depreciation	31.49	31.96
Extraordinary Items	00	0.06
Profit before Exceptional item & tax	484.63	484.36
Exceptional Item	(8.60)	00
Profit before tax	493.24	484.36
Current Tax	162.00	170.00
Deferred Tax	(2.89)	(1.93)
Net Profit after tax	334.13	316.29
Add: Balance brought forward from last year	1340.57	1048.68
Amount available for Appropriation
Less: Appropriation
Dividend paid on Equity Shares*	--	20.28
Tax on Dividend on Equity Shares*	--	4.13
Transfer to General Reserve	â	â
Balance to be carried forward	1674.70	1340.57
EPS (Basic & Diluted)	16.48	15.60

* Since the payment of dividend is subject to the declaration at the ensuing annual general meeting the amount is not shown in the appropriation.

The Financial Results for the Half year ended and year ended are available on the company website of the company www.hecprojects.in

2. State of Companyâs Affairs:

The Company has earned revenue from operation of Rs. 8263.49 Lacs during the year ended on 31st March, 2018 as against Rs. 8399.70 Lacs earned during the previous year ended on 31st March, 2017, with a fall of 1.62 % as compared to previous year. The Company has also earned other income of Rs. 77.91 Lacs during the year under review as against Rs. 70.81 Lacs earned during the previous year, with an increase in 10.03 % as Compared to previous year.

The Company earned Profit Before Tax (PBT) of Rs. 493.24 Lacs and Profit After Tax (PAT) of Rs. 334.13 Lacs during the year ended on 31st March, 2018 as compared to previous year ended on 31st March, 2017 Rs. 484.36 Lacs and Rs. 316.29 Lacs respectively, showing a rise of 1.83 % in Profit Before Tax and 5.64 % in Profit After Tax (PAT).

Some of the major factors which have impacted the revenue as well as profit of the Company are as under:

a. During the year under review there was implementation of Goods and Services Tax. There were issues requiring certain clarification over the Credit of GST. The delay in clarifications have impacted the revenue of the Company.

b. Bank of India from which the Company continues to avail Credit facility has been put under Prompt Corrective Action. Due to this the Company faced the difficulty in getting the bank guarantee and thus the Company cannot apply for big tenders.

3. Change in Nature of Business:

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

4. Material Changes and Commitment affecting financial position:

There is no material change and commitments affecting the financial position of the Company, which has occurred during the financial year 2017-18 and till the date of this Boardâs Report.

5. Reserves and Surplus:

The Opening Balance of Surplus of Profit and Loss as shown in the Reserves and Surplus is Rs. 1340.57 Lacs. The whole of net profit for the year of Rs. 334.13 Lacs is transferred to Surplus of Profit and Loss as shown in the Reserves and Surplus. The Closing Balance of Surplus of Profit and Loss as shown in the Reserves and Surplus is Rs. 1674.70 Lacs. The Opening and Closing Balance of Securities Premium stands at Rs. 741.03 Lacs. The Opening and Closing Balance of General Reserves stands at Rs. 10 Lacs.

6. Dividend:

The Board of Directors has recommended a final dividend of Rs. 1/- per Equity Share of Rs. 10/- each (previous year Rs. 1/- per equity Share of Rs. 10/- Each) for the financial year ended 31st March, 2018 amounting to Rs. 24.40 lakhs (inclusive of Dividend Distribution Tax of Rs. 4.13 Lakh). The dividend payment is subject to approval of Shareholders at the ensuring Annual General Meeting of the company.

7. Deposits:

The Company does not invited and accepts any such deposit under clause V of the companies Act, 2013 during the year ended 31st March, 2018.

8. Subsidiary, Associate and Joint Venture:

During the year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

9. Particulars of Loans given, Investments made, Guarantees given and Securities provided:

The company has not given any loans, guarantee or investments made covered under the provisions of section 186 of the Companies Act, 2013.

10. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts), 2014 are not applicable to HEC Infra Projects Limited (âthe companyâ) and the Company does not have any foreign exchange earnings and expenditure.

11. Directorâs Responsibility Statement:

As required under the provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) 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 loss of the Company for the period under review;

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

(iv) they have prepared the annual accounts on a âgoing concernâ basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Particulars of Employees:

13. Directors and Key Managerial Personnel:

Director:

Your Board Comprised of 5 (Five) Directors which includes 1 (One) Managing Director, 1 (One) Executive Director and 3 (Three) Non-Executive Independent Directors. Your Directors on the Board possess experience, competency and are renowned in their respective fields. All Directors are liable to retire by rotation except independent Directors.

In accordance with the provision of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Rupal Gaurang Shah, retires by rotation and being eligible, has offered herself for re-appointment. Item seeking your approval on the above re-appointment is included in the Notice convening the Annual General Meeting.

During the year, there is no change in the Board of Directors, none of the Directors have been appointed and resigned.

Key Managerial Personnel:

During the year under review, there was no change in the Key Managerial Personnel of the Company for the financial year ended 31st March, 2018.

14. Declaration by Independent Director:

Pursuant to Section 149(7) of the Companies Act, 2013 read with the schedules and Rules issued thereunder as well as Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independent as prescribed under Section 149(6) of the companies Act, 2013 and SEBI Listing Regulations.

15. Annual Performance Evaluation:

Pursuant to the provisions of Section 134(3)(p), 149 (8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent directors was carried out by the entire Board and the performance Evaluation of the Board, its Chairman, Non-Independent Directors and working of Committees was carried out by the Independent Directors.

16. Extract of Annual Return:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the extract of Annual Return in prescribed format form part of the Boardâs Report as Annexure-B.

17. Auditors and Auditorâs Report:

Statutory Auditor & Audit Report:

M/s. Parth P. Shah & Co., Chartered Accountants (Firm Registration Number: 141540W) were appointed as the Statutory Auditor of the Company to hold office for the period of 5 (five) consecutive years, at the Extraordinary General Meeting held on 16th December, 2015 till the 15th Annual General Meeting of the company (for the financial year 2020) subject to ratification by the members at every Annual General Meeting.

In accordance with the companies Amendment Act, 2017 enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of statutory Auditors is not required to be ratified at every Annual General Meeting. Accordingly, the 13th Annual General Meeting Notice does not carry any resolution on ratification of appointment of Statutory Auditors.

Further, they have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the act and that they are not disqualified for the appointment.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorâs Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. The Auditorâs Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to provision of Section 204 of the Companies Act, 2013, the Board of Directors of the Company appointed M/s. Jalan Alkesh & Associates, Practicing Company Secretary, as the Secretarial Auditor of the company for the financial year ended 31st March, 2018. The Secretarial Audit Report relating thereto is annexed herewith as an Annexure-C to this Report.

The Secretarial Auditorâs Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark.

Internal Auditor:

M/s. N. K. Kapadia & Co., a reputed firm of Chartered Accountants, is the Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

Cost Auditor:

The provision of Cost Audit is not applicable to the Company; hence Company has not appointed cost Auditor.

18. Companyâs policy on Directorâs, KMPs & other employees appointment & remuneration including criteria for determining Qualification, Attributes, Independence, etc.:

19. Details on Internal Financial Controls Related to Financial Statements:

Your Company has in place adequate internal control systems commensurate with the size of its operations. These systems enable the Company to comply with applicable laws and standard guidelines to protect Companyâs interest against financial losses and unauthorized use. Further, Company has appointed Internal Auditor. The findings of internal audit report are reviewed periodically by the internal auditors, and are subject to management reviews with significant audit observations and follow up actions reported to the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required.

20. Risk Management:

Your company has established a well-defined risk management policy to ensure that risk to the Companyâs continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management. The Policy is available for at the Website of the Company https://www.hecprojects.in/investors/

21. Industrial Relation:

The Relations between the employees and management have remained cordial and harmonious during the year under review.

22. Segment Reporting:

The Company is engaged in the EPC Electro-Mechanical Project Business as an only reportable segment in accordance with Accounting Standard on Segment Reporting AS-17.

23. Number of Board Meeting:

During the year 6 (Six) meeting were held on 27th May, 2017, 2nd September, 2017, 14th November, 2017, 20th November, 2017, 5th February, 2018 and 28th March, 2018. The particulars of Directors, their attendance during the financial year 2017-18 has been disclosed in the Corporate Governance Report forming part of this Annual Report.

24. Composition of Audit Committee:

The Audit Committee Comprises of the following Members:

Name	Designation	Status
Mr. Sachin K. Kansal	Non- Executive Independent Director	Chairman
Mr. Asit R. Shah	Non- Executive Independent Director	Member
Mrs. Ritu V. Chaudary	Non- Executive Independent Director	Member

Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms as an integral part of the Annual Report.

All the recommendations made by Audit Committee were accepted by the Board.

25. Significant and material orders passed by the Regulators or Courts or Tribunal:

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

26. Secretarial Standard:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the âBoard of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

27. Vigil Mechanism/ Whistle Blower Policy:

The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the Companyâs website at www.hecprojects.in.

28. Corporate Social Responsibility:

29. Particulars of contracts or arrangements with related party:

During the financial year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on armsâ length basis. The details of contracts and arrangements with Related Parties of your Company for the financial year ended 31 March, 2018, are given in notes to the Financial Statements, forming part of this Annual Report.

All related party transactions have been approved by the Audit Committee and the Board of Directors of your Company and are reviewed by them on periodic basis. Omnibus approvals are taken for transactions which are repetitive in nature. The details of the related party transactions during the year under review are provided in Form AOC-2, which is attached as Annexure-D to this report.

In accordance with the provisions of the SEBI Listing Regulations, the Company has formulated a Related Party Transactions Policy (the Policy). The Policy, as approved by the Board, is available on your Companyâs website http://www.hecprojects.in/investors.

30. Management Discussion and Analysis Report & Corporate Governance Report:

As required under Schedule V (B) and (C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, âManagement Discussion and Analysis Reportâ as well as âCorporate Governance Reportâ, are attached as a separate section forming part of this Annual Report

Further, during the year under review, the Company has complied with all the mandatory requirements of the Corporate Governance. A certificate from the statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance as an Annexure-E.

31. Listing:

Listing The Equity Shares of the Company continue to remain listed on National Stock Exchange of India Limited (NSE) SME Platform. The stipulated listing fees for Financial Year 2018-19 have been paid to the Stock Exchanges.

32. Policy on prevention of sexual harassment at workplace:

Your Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. Your company has a well formulated an Anti-harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace. The Company has also constituted an internal complaint committee pursuant to Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

During the year 2017-18, no case of Sexual Harassment was reported.

33. Acknowledgements:

For and on behalf of Board of Directors

Gaurang Shah

Date: 30/08/2018 (Chairman & Managing Director)

Place: Ahmedabad DIN :07956079

Mar 31, 2016

To,

The Members,

HEC INFRA PROJECTS LIMITED

The Directors are pleased to present the 11th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2016.

1. Financial Results and Appropriations :

The Summarized Standalone Result of your Company is given in the table below.

(Amount Rs. In Lacs)

SR. No.	Particulars	Current year 2015-16	Previous Year 2014-15
1.	Operational Income	11595.05	12501.39
2.	Other Income	81.08	63.29
3.	Total Revenue	11676.13	12564.69
4.	Profit before interest, Depreciation, Exceptional items and taxes (EBIDTA)	740.39	639.29
5.	Depreciation	31.92	37.2
6.	Finance Cost	313.25	287.08
7.	Exceptional Items (Net)	-	-
8.	Extra Ordinary Items	1.15	-
9.	Profit before Taxes	394.07	368.99
10.	Current Tax	140.00	125.00
11.	Deferred Tax	(0.95)	(5.45)
12.	Taxation in respect of Earlier year	-	2.28
13.	Net Profit/(Loss)	255.02	247.16

During the year under review the company has transferred whole profit of Rs. 255.02 Lacs to the Profit and Loss.

The Company discloses financial results on a half yearly basis of which results are subjected to limited review. The Financial Statements as stated above are also available on the website of the Company i.e. www.hecprojects.in

2. Results of Operations:

The total sales and other income during the year have been Rs. 11676.13 Lacs compared to Rs. 12564.69 Lacs in previous year. The Company''s Net Profit after interest, depreciation, prior period adjustments & taxes areRs. 255.02 Lacs compared to Rs. 247.16 Lacs in previous year.

3. Transfer to Reserve:

The opening balance of Securities Premium was Rs. 256.11Lacs, during the year under review there was addition of Rs. 484.92Lacs due to proceeds of issue of Shares. The Opening and closing balance of General Reserve was Rs. 1.00 Lacs. The opening balance of Profit & Loss Account was Rs. 818.07 Lacs. During the year under review the company has transferred whole of profit of Rs. 255.02 Lacs to the Profit and Loss and consequently the closing Balance of Profit and Loss as at 31st March, 2016 was Rs. 1048.68 Lacs.

4. Dividend:

The Board of Directors are pleased to recommend a dividend of Rs. 1/- per Equity Share for the year ended on 31st March, 2016.

5. Material Changes and Commitment:

During the year under review, the Authorized Share Capital of the Company is increased from Rs. 15,000,000 ( Rupees One Crore fifty Lacs Only) to Rs. 21,000,000 ( Rupees Two crore Ten Lacs Only) by alteration in capital clause of Memorandum of Association in its Extra Ordinary General Meeting held on 16th September, 2015.

6. Particulars of Loan/Guarantees/Investments:

The Company has not given any loan (Other than the loans and advances for its ordinary course of Business) /guarantee or provided any Security or made any investment to any person.

7. Changes in Nature of Business:

The Company is engaged in electro mechanical and turnkey projects. During the year under review, there is no change in the Nature of Business.

8. Deposits:

The Company does not have "Deposits" as contemplated under Chapter V of the Companies Act, 2013. Further, the Company has not invited or accepted any such deposits during the year ended 31st March, 2016.

9. Changes in Directors and Key Managerial Personnel:

During the year under review, Mr. Yogesh Popatlal Shah and Mr. Anirudhasnh Harendrasinh Gohil, an Additional Director of the Company resigned as director with effect from 10th October, 2015and 29th September, 2015 respectively. The Board of Directors of the Company places on record its appreciation for the services rendered by him during his long association with the Company. Mr. Gaurang Parmananddas Shah was Re-appointed as Managing Director with effect from 30th September, 2015.

In accordance with the provision of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Rupal Shah, Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment, subject to the approval of Shareholders of the Company. A brief Resume of Mrs. Rupal Shah is attached with the Notice of Annual General Meeting.

Mr. Asit Ramniklal Shah and Mr. Sachin Kanwarlal Kansal have been appointed as the Independent Directors subject to the approval of shareholders of the company in the General Meeting. Hence, the shareholders are requested to approve the appointment of above mentioned independent directors.

During the period under review Mrs. Rupal Gaurang Shah was appointed as CEO with effect from 29th June, 2015 and she resigned on 10th August, 2015, but she continued as Director of the Company. Ms. Hema Advani was appointed as Company secretary of the Company with effect from 22nd July, 2015 and she resigned from office with effect from 10th August, 2015. Ms. Hema Lakhmichand Advani (ACS No. 40537) was further appointed form 1st January, 2016.

10. Number of Meetings:

During the year the Board of Directors met 18 times. The details of the Board Meeting are provided in Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

11. Director''s Responsibility Statement:

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the "Directors'' Responsibility Statement" and confirm that:

(a) In the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies and applied them consistently and made judgment 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;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis; and

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

12. Audit Committee:

The audit committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013. The composition of audit committee is given below:

1) Mr. Sachin Knawarlal Kansal

2) Mr. Asit Ramniklal Shah

3) Mrs. Ritu Vinodkumar Chaudary

Mr. Sachin Knawarlal Kansal is the Chairman of the Audit Committee. The Company Secretary of the Company shall act as a Secretary of the Company.

13. Formal Annual Evaluation:

In compliance with the provisions of the Act and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

14. Internal Financial Controls:

The existing internal financial controls are adequate and commensurate with the nature, size, complexity of the Business and the Business Processes followed by the Company. Internal Financial Controls have been reviewed by Independent Experts who have reported that their audit did not disclose any serious material internal control problem or weakness which could be considered pervasive in their effect on the overall effectiveness and efficiency of the operations.

15. Auditors:

A) Statutory Auditor & Audit Report:

Pursuant to provision of Section 139 of the Act and rules framed there under M/s. Parth P. Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 141540W) was appointed as an Auditor of the Company from the resolution passed at the Extra ordinary General Meeting of the Company, to the conclusion of the 5th Annual General Meeting (i.e 15th Annual General Meeting for the financial year 2020) on such remuneration as may be fixed by the Board, apart from re-imbursement of out of pocket expense as may be incurred be them for the purpose of audit.

B) Internal Auditor:

M/s. N. K. Kapadia & Co., a reputed firm of Chartered Accountants, is the Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

C) Secretarial Auditor:

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 and rules made in this behalf, the Board of Directors of the Company after taking approval of members in Annual general meeting, appointed M/s. Jalan Alkesh & Associates, practicing Company Secretary, Ahmedabad to carry out Secretarial Audit of the Company for the financial year 2015-16.

16. Explanations or Comments by the Board on every qualification, Reservation or Adverse remark or disclaimer made:

a) By Auditor in his report

b) By Practicing Company Secretary in his Secretarial Audit Report

Auditor''s report and Secretarial Auditor''s report does not contain any qualification, Reservation or Adverse remark or disclaimer so there is no need to give any explanation. The Secretarial Audit Report is attached as ANNEXURE-I to this report

17. Corporate Social Responsibility:

The Company is not covered under the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

18. Extract of annual Return:

Pursuant to provision of Section 92 and 134 and other applicable provision of Companies Act, 2013 and of Rule 12(1) of Companies (Management and administration) Rules, 2014 the extract of annual return in Form MGT-9 for the Financial Year ended on 31st March, 2016 is annexed as ANNEXURE-II to this Report.

19. Declaration by Independent Director:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

20. Particulars of Employee:

During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under Secti''on197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures 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 attached as ANNEXURE-III.

21. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The Company is engaged in providing service activity. The Company is not engaged in any manufacturing activity and hence the particulars required to be reported for the conservation of energy, technology absorption are either nil or not applicable. There is no foreign exchange earnings and outgo during the year under review.

22. Particulars of contracts or arrangements with related party:

All related party transactions that were entered into during the year under report were on an arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. No advance is / was paid for entering into related party transactions. The prices paid to the related party transactions are based on the ruling market rate at the relevant point of time. The requisite details in form AOC-2 is attached herewith as ANNEXURE-IV which forms part of the Directors Report.

23. Delisting From EMERGE ITP:

During the year under Review, company voluntary delisted its Shares from Institutional Trading Platform of NSE vide letter dated 4th February, 2016.

24. Listing of Shares on EMERGE SME:

The Company issues Shares by way of issue of Initial Public Officer and listed on the NSE EMERGE PLATFORM, therefore Paid-up Share Capital of the Company increase from 14,88,832 to 20,27,653.

25. CEO & CFO Certification:

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Pannalal Jatashanker Surti, Chief Financial Officer of the Company, for the year ended 31st March, 2016 is also attached herewith which forms part of Corporate Governance Report.

26. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed Companies. All our Corporate Governance policies are available on our website (http://www.hecprojects.in/investors/). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of Policy	Brief Description	Web Link
Code of Conduct	The Company has formulated and adopted code of Conduct for the Senior Management and officers of the Company.	http://www.hecprojects.in/files/c ode-of-conduct _. pdf
Remuneration Policy	The policy formulated the criteria for determining qualifications, Competencies, Positive affixture and independence for appointment of a Director (Executive/Nonexecutive) and also the Criteria for determining the remuneration of the directors, Key Managerial Personnel and other employees.	http://www.hecprojects.in/invest ors/
Insider Trading Policy	The Company has adopted the policy for regulate, monitor, and report trading by insiders & code of fair disclosure of unpublished price sensitive information for the Directors, KMP and other designated officers and connected persons of the Company	http://www.hecprojects.in/invest ors/
Risk Management Policy	The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.	http://www.hecprojects.in/invest ors/
Related Party Transaction Policy	The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation.	http://www.hecprojects.in/invest ors/
Whistle Blower Policy	The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companies code of conduct and ethics.	www.hecprojects.in/files/vigilmec hanism.pdf

27. Corporate Governance and Management Discussion and Analysis Report:

In terms of the provisions Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and management Discussion and Analysis is presented as a Separate section forming integral part of Annual Report.

28. Auditor''s Certificate of corporate Governance:

As required by SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Auditor''s certificate on corporate Governance is enclosed as ANNEXURE-V to the Board''s Report. The Compliance certificate for the year 2015-16 does not contain any qualification, Reservation or adverse remark.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.

30. Acknowledgements:

We take this Opportunity to thank our Customers, Vendors, Investors, Bankers and Government Agencies & Regulators, Suppliers & Customers, Shareholders, National Stock Exchange, Merchant Bankers and all the Business Associates for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support in the future.

By order of the Board of Directors

For, HEC INFRA PROJECTS LIMITED

Place : Ahmedabad Gaurang Shah

Date : 29/08/2016 ( Chairman Cum Managing Director)

By order of the Board of Directors

For, HEC INFRA PROJECTS LIMITED

Rupal Shah

( Director)

Mar 31, 2015

To,

The Members of

HEC INFRA PROJECTS LIMITED

Ahmedabad

The Directors hereby present the 10^th Annual Report together with Audited Statement of Accounts for the year ended on 31st March'' 2015 which they trust, will meet with your approval.

1. FINANCIAL RESULTS AND APPROPRIATIONS :	Year Ended	Year Ended
	31 .03.2015	3 1 .03.2014
	(Rs. in Lacs)	(Rs. in Lacs)
Operational Income	12501.40	6046.11
Other Income	63.29	49.61
Profit before Interest , Depreciation & Taxes	12564.69	6095.72
Less :
Finance Cost	287.09	278.77
Depreciation	37.20	17.68
Profit Before T ax	368.99	160.63
Current Tax Provision	125.00	50.00
Deferred Tax Provision	-5.45	9.40
Taxation of Earlier Years	2.28	0.15

Net Profit After Tax	247.15	101.08

Balance Profit for the year available for appropriation	247.15	101.08
Less. (1.) Proposed Dividend on Equity Shares	(14.89)	(6.98)
(2.) Prov. for Tax on Dividend on Equity Shares	(3.03)	(1.17)
( 3 ) Proposed Dividend for Preference Shares	0	(0.93)
( 4 ) Prov. For Tax on Dividend for Preference Shares	0	(0.16)

	(17.92)	(9.24)
Less: Transferred to General Reserve	(10.00)	(10.00)

Balance carried to Balance Sheet	219.23	81.84

2. OPERATIONS:

The total sales and other income during the year have been Rs. 12564.69 Lacs compared to Rs. 6095.72 Lacs in the previous year. The CompanyRs.s Net Profit after interest, depreciation, prior period adjustments & taxes are Rs. 247.15 Lacs (P.Y. Rs. 101.08 Lacs).

3. DIVIDEND:

Your Directors are pleased to recommend a dividend of Re 1.00 per share equivalent to 10 % (ten percent) on the paid up share capital of the Company for the year ended 31.03.2015 (previous year Re 1.00 per share) to the Equity Shareholders. The dividend will be paid when declared by the shareholders in accordance with the law. The dividend will be free of tax in the hands of the shareholders, subject to the provision of Income Tax Act, 1961, as amended from time to time. However, the Company will have to pay dividend distribution tax as prescribed under the Income Tax Act, 1961.

4. Disclosure under Rule 5 of Companies ( Accounts ) Rules, 2014 : Change in Nature of Company Business :

The Company is engaged in electro mechanical infrastructure projects. During the year there is no change in the nature of Company''s Business.

Details of Directors / Key Managerial Personnel Appointed / Resigned :

During the year under the review, Mr. Yogesh Popatlal Shah was appointed as Additional Director of the Company. During the year under the review Mr. Aniruddhasnh Harendrasinh Gohil was appointed as Additional Director.

In terms of provision of Section 152 ( 6 ) of the Companies Act, 2013 Mr. Gaurang Shah and Mrs. Rupal Gaurang Shah, retires by rotation and being eligible offers themselves for reappointment.

During the year under the review, no Directors have resigned. During the year under the review, Mrs. Ekta Rajpurohit was appointed as a Company Secretary and she has resigned during the year itself.

Details of Holding / Subsidary Companies / Joint Ventures / Associate Companies :

During the year under review, there was no holding / Subsidary Company / Joint Ventures / Associate Companies were there.

Deposit :

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 ( 5 ) ( v ) and ( vi ) of Companies ( Accounts ) Rules, 2014.

Details of Significant and Material Orders passed by Regulators or Courts or Tribunals :

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company''s operation in future.

Internal Financial Controls :

The Company has appoint an internal auditor for an adequate internal financial controls to support the preparation of the financial statements.

5. INSURANCE:

The properties of the Company stand adequately insured against risks of fire, strike, riot, earthquake, explosion and malicious damage.

6. DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

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

(b) 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 profits of the Company for that period.

(c) 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.

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

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

7. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 ( 2 ) of Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014.

8. CONVERSION :

During the year under the review, your Company has converted from Private Limited to the Limited.

9. AUDITORS AND AUDITORS REPORT :

The Auditors M/s. Raj P. Shah & Associates, Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be reappointed. The Company has received a letter from a member of the Company proposing the name of M/s. Raj P. Shah & Associates, Chartered Accountants as a Statutory Auditor of the Company. In accordance with the provision of Section 139 of the Companies Act, 2013 M/s. Raj P. Shah & Co., shall hold office up to the annual general meeting for the year 2020, subject to ratification by the members at each annual general meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013

The Notes on Financial Statements referred to in the Auditorâs Report are Self-explanatory and do not call for any further comments.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is engaged in in providing service activity. The Company is not engaged in any manufacturing activity and hence the particulars required to be reported for the conservation of energy, technology absorption are either nil or not applicable. There is no foreign exchange earnings and outgo during the year under review.

11. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE558R01013. As on 31^st March, 2015 total 1488832 equity shares of the Company have been dematerialized. 100% shares of the company are in demat form.

12. LISTING AND CORPORATE GOVERNANCE:

During the year under the review, your Company has been Listed on the Emerge Platform of National Stock Exchange of India Limited. Your Company has been listed with effect from 9^th January, 2015.

13. Related Party Transactions

All related party transactions that were entered into during the year under report were on an armâs length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. No advance is / was paid for entering into related party transactions. The prices paid to the related party transactions are based on the ruling market rate at the relevant point of time. The requisite details in form AOC - 2 is attached herewith as Annexure - I which forms part of the Directors Report. Related Party Transactions Policy is available on the website of the Company at www.hecproject.com.

14. Particulars of Loans / Guarantees / Investment :

The Company has not given any loan / guarantee or provided any Security or made any investment to any person (except those required for business purpose).

15. Risk Management Policy

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Company''s website at www.hecproject.com

16. Declaration by Independent Directors :

The following Directors are independent in terms of Section 149(6) of the Act and Clause 42 of the Listing Agreement:

( a ) Shri Yogesh P. Shah

( b ) Shri Aniruddhasnh Harendrasinh Gohil

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

17. Extract of the Annual Return

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as Annexure II to this Report.

18. Number of Board Meetings

During the year the Board of Directors met 14 times. The details of the Board Meetings are provided in the Corporate Governance Report.

19. Corporate Social Responsibility :

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

20. Disclosure under the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal ) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees ( permanent, contractual, temporary , trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

21. SECRETARIAL AUDIT REPORT :

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2015 given by M/s. Jalan Alkesh & Associates, Practicing Company Secretary is annexed as Annexure III to this Report. The observations are self explanatory.

22. ANNUAL PERFORMANCE EVALUATION :

In compliance with the provisions of the Act and Clause 42 of the Listing Agreement, the performance evaluation was carried out as under:

Board :

Committees of the Board :

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement.

Individual Directors :

23. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement is attached herewith and forms part of the Directors Report.

The details in respect Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure IV of the Report.

The details of the remuneration policy of the Company as required in terms of the Clause 42 of the Listing agreement is provided in Annexure V of the Report.

24. SECRETARIAL STANDARDS:

Pursuant to provision of Section 110 of the Companies Act, 2013 mandatory compliance of Secretarial Standards were not notified during the year.

25. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

26. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Pursuant to Clause 42 of the listing agreement, the Corporate Governance Report and management discussion and analysis report forms part of the Directors Report which are attached herewith as annexure VI and VII respectively.

27. APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from the Central Government, Shareholders, Banks and other Lenders, suppliers and Dealers.

The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every member of Group.

By order of the Board of Directors

For, HEC INFRA PROJECTS LIMITED

Place : Ahmedabad Gaurang Shah

Date : 07/09/2015 ( Director)

By order of the Board of Directors

For, HEC INFRA PROJECTS LIMITED

Rupal Shah

( Director)

Mar 31, 2014

The Directors have pleasure in presenting the ninth Annual Report of the Company together with audited Balance Sheet and Profit & Loss Account for the period ended 31.3.2014.

Working:

The Company has achieved targeted Results and your Directors are very hopeful that the performance of the Company will improve further in the coming years considering the order position and the developments around the globe and the expertise the Company in carrying out the work. Projects of more than worth Rs. 60 crore has been under pipeline and will be completed in the fiscal year 2014-15 further in reference to the vision of the new central government, company expect a big push in the development of basic infrastructure of the country like water & sanitation project, metro rail project, DMIC projects etc will help company to grow further in the future. Company is likely to get a order more than worth for Rs. 30 crore from Ahmedabad Municipal Corporation for the automation of WPS & STP stations as a first stage of smart city project of Ahmedabad city. Company see a great opportunity for the growth of company in the next 10 year.

Brief financial figures are as under.

	2013-14	2012-13
Sales	604611125	597138148
Profit before Depreciation, exceptional and Extraordinary items and tax	17832354	16767157
Depreciation	1768660	1781949
Profit before exceptional and Extraordinary items and tax	16063694	14985208
Exceptional items depreciation written back	0	0
Profit on sale of assets	0	(9000)
Profit before extraordinary items and tax	16063694	14994208
Extra ordinary items	0	0
Profit before tax	16063694	14994208
Provision for taxation Current tax	5000000	4500000
Deferred tax	939892	(237908)
Taxation in respect of the earlier years(Written back)	15023	284046
Net profit	10108779	10448070

Bonus share & Dividend

During the year under review the company has issued , 697666 equity shares as bonus shares to the existing equity shareholders. The board of directors of your company has recommended a dividend of 10 % on prorate basis to both equity & preference shares subject to Income Tax for the year ended March 2014. â

Employees

The Company has no employee who is covered Under Section 217(2A) of the Companies Act, 1956.

Auditors

Raj P. Shah & Co., Chartered Accountants, the present auditors are eligible for reappointment.

The Company has not entered in to any dealings in Foreign Exchange.

Directors appreciate the efforts put in by the employees of the Company for their whole- hearted co-operation.

DIRECTORSâ RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956 the Directors of the Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the PROFIT of the Company for the year ended on that date;

c) that proper and sufficient care has taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

For and on behalf Board.

Place: Ahmedabad (MR. GAURANG P. SHAH )

Date : 05.09.2014 CHAIRMAN

Mar 31, 2013

The Directors have Pleasure in presenting the Eighth Annual Report of the Company together with audited Balance Sheet and Profit & Loss Account for the period ended 31.3.2013.

Operations & outlook

The Company has achieved targeted Results in spite of high competition and the recession The high input costs resulted in narrowing the margins. It is hoped that with the continued efforts in exploring new markets in the established markets, the growth will be sustained during the coming years The turnover was satisfactory during the year.

Brief financial figures are as under.

	2012-13	2011-12
Sales	597138148	572922002
Profit before Depreciation, exceptional and Extraordinary items and tax	16767157	14138844
Depreciation	1781949	1611185
Profit before exceptional and Extraordinary items and tax	14985208	12527659
Exceptional items Depreciation written back	0	(5042201)
Profit on sale of assets.	(9000)	0
Profit before extraordinary items and tax	14994208	17569860
Extraordinary items	0	120285
Profit before tax	14994208	17449575
Provision for Taxation Current tax Deferred Tax Taxation in respect of the earlier years/(Written back)	4500000 (237908) 284046	3750000 2400359
Net Profit	104480/0	11299216

Dividend

Your Directors recommend dividend of 10 % on Equity shares & Pref. shares of Rs. 10 each subject to Income Tax for the year ended March, 2013.

Employees

The Company has no employee who is covered Under Section 217(2A) of the Companies Act, 1956.

Auditors

Raj P. Shah & Co., Chartered Accountants, the present auditors are eligible for reappointment.

The Company has not entered in to any dealings in Foreign Exchange.

Directors appreciate the efforts put in by the employees of the Company for their whole-hearted co-operation.

DIRECTORSâ RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956 the Directors of the Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the PROFIT of the Company for the year ended on that date;

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

For and on behalf of Board.

Place: Ahmedabad (MR. GAURANG P.SHAH )

Date : 06.09.2013 CHAIRMAN

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Directors Report of HEC Infra Projects Ltd.

3. TRANSFER TO RESERVES AND SURPLUS:

4. DIVIDEND:

5. CHANGE IN THE NATURE OF BUSINESS:

7. SHARE CAPITAL STRUCTURE:

8. CREDIT RATING:

10.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

10.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

11. DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

12. MEETINGS OF THE BOARD OF DIRECTORS:

14. FAMILIARIZATION PROGRAMMEE FOR

INDEPENDENT DIRECTORS:

15. ANNUAL PERFORMANCE EVALUATION:

16. APPOINTMENT AND REMUNERATION POLICY:

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

18. PARTICULARS OF EMPLOYEES:

18.1 INDUSTRIAL RELATIONS:

19. DIRECTOR''S RESPONSIBILITY STATEMENT:

20. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:

21. DEPOSITS:

22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:

23. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

25. RISK MANAGEMENT:

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

28. AUDITORS AND AUDITOR''S REPORT:

A) STATUTORY AUDITOR AND THEIR REPORTS:

In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014,

B) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

C) INTERNAL AUDITOR/INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

D) COST AUDITOR:

34. ANNUAL RETURN:

35. OTHER DISCLOSURES:

â¢ INDUSTRIAL RELATIONS:

â¢ HEALTH AND SAFETY:

â¢ CERTIFICATE BY THE CFO OF THE COMPANY:

â¢ CORPORATE GOVERNANCE:

37. OTHER MATTERS:

â¢ DEMATERIALIZATION OF THE SHARES:

â¢ PAYMENT OF LISTING AND DEPOSITORIES FEES:

â¢ BUSINESS RESPONSIBILITY REPORT:

1. FINANCIAL PERFORMANCE:

2. STATE OF AFFAIRS /COMPANY''S PERFORMANCE:

3. TRANSFER TO RESERVES AND SURPLUS:

4. DIVIDEND:

5. CHANGE IN THE NATURE OF BUSINESS:

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

7. SHARE CAPITAL STRUCTURE:

8. CREDIT RATING :

9. DISCLOSURE REGARDING SHARES:

10. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

11. DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

12. MEETINGS OF THE BOARD OF DIRECTORS:

13. COMMITTES OF THE BOARD:

14. FAMILIARIZATION PROGRAMMEE FOR INDEPENDENT DIRECTORS:

15. ANNUAL PERFORMANCE EVALUATION:

16. APPOINTMENT AND REMUNERATION POLICY:

17. PARTICULARS OF EMPLOYEES:

18. DIRECTOR''S RESPONSIBILITY STATEMENT:

19. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:

20. DEPOSITS:

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:

22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

23. CORPORATE SOCIAL RESPONSIBILITY(CSR) :

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

25. RISK MANAGEMENT:

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

28. AUDITORS AND AUDITOR''S REPORT:

A) STATUTORY AUDITOR AND THEIR REPORTS:

B) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

C) INTERNAL AUDITOR/INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

D) COST AUDITOR:

29. EXPLANATION IN RESPONSE TO AUDITOR''S QUALIFICATIONS:

30. SECRETARIAL STANDARD:

31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE.2Q16 (IBC):

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS/FINANCIAL INSTITUTIONS:

33. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

34. ANNUAL RETURN:

35.OTHER DISCLOSURES:

â¢ INDUSTRIAL RELATIONS:

â¢ INDUSTRIAL RELATIONS:

â¢ HEALTH AND SAFETY:

â¢ CERTIFICATE BY THE CFO OF THE COMPANY:

â¢ CORPORATE GOVERNANCE:

â¢ DEMATERIALIZATION OF THE SHARES:

â¢ PAYMENT OF LISTING AND DEPOSITORIES FEES:

â¢ BUSINESS RESPONSIBILITY REPORT:

â¢ INDUSTRIAL RELATIONS:

â¢ HEALTH AND SAFETY:

â¢ COMPANY''S POLICY ON DIRECTOR''S. KMP''S & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION. ATTRIBUTES. INDEPENDENCE ETC:

â¢ SEGMENT REPORTING:

â¢ STATEMENT OF DEVIATIONS & VARIATIONS:

â¢ MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

â¢ LISTING OF SHARES:

â¢ CORPORATE GOVERNANCE:

â¢ DEMATERIALIZATION OF THE SHARES:

â¢ PAYMENT OF LISTING AND DEPOSITORIES FEES:

â¢ CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:

â¢ SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013: