Other Restructuring

HGIEL/HO/COMPLIANCE/2026-27/708 October 11, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G Dalal Street Bandra Kurla Complex, Bandra (East) Mumbai- 400 001 Mumbai- 400 051 Scrip Code- 541019/ 977063 Scrip Symbol- HGINFRA Dear Sir/Madam, Sub: Incorporation of a Section 8 Company We refer to our earlier announcements dated July 13, 2026, and August 11, 2026, wherein we had informed about the receipt of letter of award from Department of Skill, Employment & Entrepreneurship Government of Rajasthan for the project of Operation and Management of ITI Bhiwadi Cluster under Component-I of PM-SETU (Pradhan Mantri Skilling and Employability Transformation through Upgraded ITIs). In accordance with the conditions stipulated under the Request for Proposal (RFP) of the aforesaid project, the Company (“H.G. Infra Engineering Limited”) was required to establish a Special Purpose Vehicle (SPV) in the form of a not-for-profit company under Section 8 of the Companies Act, 2013. Accordingly, we are pleased to inform you that the Company has incorporated a company named “H.G. Talent Edge Foundation ITI Bhiwadi” on October 10, 2026, under Section 8 of the Companies Act, 2013, as a not-for- profit organization. The details required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure A. This is for your information and records. Thanking you, Yours faithfully, For H.G. Infra Engineering Limited Ankita Mehra Company Secretary & Compliance Officer Mem. No. A33288 Encl: As above Annexure A Sr. No Particulars Details a) Name of the target entity, details in brief such as H.G. Talent Edge Foundation ITI Bhiwadi (CIN: size, turnover etc. U85500RJ2026NPL118837) has been incorporated as a Subsidiary (Section 8 Company) of H.G. Infra Engineering Limited (the ‘Company’) having authorised capital of Rs. 100,000 divided into 10,000 equity shares of Rs 10/- each and subscribed capital of Rs. 1,00,000 divided into 10,000 equity shares of Rs 10/- each. Size/Turnover: Not applicable (yet to commence business operations). b) Whether the acquisition would fall within related H.G. Talent Edge Foundation ITI Bhiwadi being a party transaction(s) and whether the Subsidiary is a related party. The Transaction falls promoter/promoter group/ group companies have within the ambit of related party transactions. any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the Except to the extent of shares held by the Company same is done at "arm's length" in H.G. Talent Edge Foundation ITI Bhiwadi and the Directorship held by promoters/ promoter group/ group companies does not have any interest. c) Industry to which the entity being acquired belongs Non-Profit Organization d) Objects and impact of acquisition (including but not To establish, operate and act as a non-profit special limited to, disclosure of reasons for acquisition of purpose vehicle for supporting the implementation target entity, if its business is outside the main line of the PM Setu (Pradhan Mantri skilling and of business of the listed entity) employability transformation through upgraded ITIs) scheme of Government of India. Impact of acquisition as it is a newly incorporated company, hence there is no impact on the Company. e) Brief details of any governmental or regulatory Not applicable approvals required for the acquisition f) Indicative time period for completion of the Not applicable acquisition g) Consideration - whether cash consideration or share Cash Consideration swap or any other form and details of the same h) Cost of acquisition and/or the price at which the Initial subscription to 51% of share capital shares are acquired amounting to Rs. 51,000/- divided into 5,100 Equity Shares of Rs. 10/- each. i) Percentage of shareholding / control acquired and / 51% or number of shares acquired j) Brief background about the entity acquired in terms H.G. Talent Edge Foundation ITI Bhiwadi is of products/line of business acquired, date of incorporated in India vide certificate of incorporation, history of last 3 years turnover, incorporation received on October 10, 2026 as a country in which the acquired entity has presence Section 8 Company under the Companies Act, 2013 and any other significant information (in brief) and is yet to commence its business operations.