HGIEL/HO/COMPLIANCE/2026-27/708 October 11, 2026

Background and Purpose

The disclosure refers to the company's earlier announcements dated July 13, 2026, and August 11, 2026, regarding the receipt of a Letter of Award from the Department of Skill, Employment & Entrepreneurship, Government of Rajasthan. The award was for the project "Operation and Management of ITI Bhiwadi Cluster under Component-I of PM-SETU (Pradhan Mantri Skilling and Employability Transformation through Upgraded ITIs)".

A condition stipulated in the project's Request for Proposal (RFP) required H.G. Infra Engineering Limited to establish a Special Purpose Vehicle (SPV) in the form of a not-for-profit company under Section 8 of the Companies Act, 2013.

Key Event and Details

In fulfillment of the above requirement, the company incorporated H.G. Talent Edge Foundation ITI Bhiwadi on October 10, 2026, as a not-for-profit organization under Section 8 of the Companies Act, 2013.

The details as required under SEBI Regulation 30 are provided in the enclosed Annexure A:

  • a) Name and Size of Entity: H.G. Talent Edge Foundation ITI Bhiwadi (CIN: U85500RJ2026NPL118837). It has been incorporated as a subsidiary (Section 8 Company) of H.G. Infra Engineering Limited. Its authorized capital is ₹100,000, divided into 10,000 equity shares of ₹10 each. Its subscribed capital is ₹100,000, divided into 10,000 equity shares of ₹10 each. It is noted that the entity has not yet commenced business operations, so size and turnover are not applicable.
  • b) Related Party Transaction: The acquisition falls within the ambit of related party transactions as H.G. Talent Edge Foundation ITI Bhiwadi is a subsidiary. Except for the shareholding by H.G. Infra and directorships held, the promoters/promoter group/group companies do not have any other interest in the entity. The transaction is characterized as being at "arm's length".
  • c) Industry: The acquired entity is a Non-Profit Organization.
  • d) Objects and Impact: The object is to establish, operate, and act as a non-profit special purpose vehicle for supporting the implementation of the PM-SETU scheme of the Government of India. The impact of the acquisition is stated as nil since it is a newly incorporated company that is yet to commence operations.
  • e) Government/Regulatory Approvals: Not applicable.
  • f) Time Period for Completion: Not applicable.
  • g) Form of Consideration: Cash Consideration.
  • h) Cost of Acquisition: The initial subscription was for 51% of the share capital, amounting to ₹51,000, divided into 5,100 Equity Shares of ₹10 each.
  • i) Shareholding Acquired: 51%.
  • j) Background: H.G. Talent Edge Foundation ITI Bhiwadi was incorporated in India on October 10, 2026, as a Section 8 company and is yet to commence business operations.

Financial and Capital Structure Impact

The transaction involves an cash outflow of ₹51,000 for the acquisition of a 51% stake (5,100 shares) in the new entity. The disclosure explicitly states there is no immediate financial impact on the company as the subsidiary is newly formed and has not begun operations. There is no dilution or change to the capital structure of H.G. Infra Engineering Limited itself.