HEC Infra Projects Limited — Proxy Solicitation & Information Statement 2021

Sep 6, 2021

Date: 6th September, 2021

To, National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051 Symbol: HECPROJECT Series: SM

Dear Sir /Madam,

Sub: Submission of Postal Ballot Notice of HEC Infra Projects Limited

Pursuant to Regulation 30 read with Schedule III of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Postal Ballot Notice dated 2nd September, 2021 as sent to the members of the Company for seeking their approval for passing of Special Resolution.

The aforesaid Notice is being sent to those members whose names appear in the Register of Members/List of Beneficial Owners as on the Cut-off date being Friday, 3rd September, 2021, on their registered email address, seeking approval for Migration of Listing/ Trading of Equity Shares of the company from SME Platform (Emerge) of National Stock Exchange of India Limited (NSE) to Main Board of NSE.

The Company has engaged the services of National Securities Depository Limited (NSDL) for providing remote e-voting facility to all its members. The e-voting period commences on Wednesday, 8th September, 2021 at 09:00 A.M. (IST) and ends on Thursday, 7th October, 2021 at 05:00 P.M. (IST). The said Postal Ballot Notice is also made available on the website of the Company i.e. www.hecprojects.in

You are requested to take note of the same on record.

Thanking you.

FOR, HEC INFRA PROJECTS LIMITED

JEEL PATEL COMPANY SECRETARY MEM NO.: A46202

Registered Office: Sigma-1 Corporates, Corporate House No. 6, SindhuBhavan Road,Nr. Mann Party Party Plot Cross Road, Boadakdev, Ahmedabad- 380054 Tel. No.: +91-79-40086771-74; E-mail: elect@hecproject.com; Web: www.hecprojects.in

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013, as amended, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and "MCA Circulars" as defined below]

To,

The Member of the HEC Infra Projects Limited

Notice is hereby given that pursuant to Sections 110 and other applicable provisions if any of the Companies Act, 2013 ("the Act") as amended read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any Statutory modification(s) or re-enactment(s) thereof for the time being in force), read with General Circular No. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020 and 10/2021 dated 23rd June, 2021, in respect of "clarification on passing of Ordinary and Special Resolutions by Companies under the Companies Act, 2013 and the Rules made thereunder on account of the threat posed by COVID-19" issued by the Ministry of Corporate Affairs, Government of India (collectively called as "MCA Circulars") and pursuant to applicable provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time including any statutory modification or re-enactment thereof for time being in force, that the resolution appended are proposed to be passed as Special Resolution through Postal Ballot.

The Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons for proposing the same is annexed herewith for your consideration and approval.

As permitted under the MCA Circular, the Company is sending the Notice in electronic form only. Hence, hard copy of Postal Ballot Notice along with Postal Ballot form and pre-paid business reply envelop will not be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e-voting facility or voting through postal ballot by sending scanned copy of postal ballot form on e-mail to scrutiniser. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 read with the rules framed thereunder and MCA Circulars, the company has extended the remote e-voting facility for its members, to enable them to cast their votes electronically alogwith the voting through postal ballot. The members can vote on resolutions through remote e-voting facility or sending postal ballot form duly filled in and signed through e-mail to Scrutinizer. Assent or dissent of the members on the resolution mentioned in the Notice would be taken through the remote e-voting system as per the MCA Circulars and through Postal Ballot form sent by way of sending email.

Members desiring to exercise their vote are requested to carefully follow the instructions in the notes under section "The Instruction for the members for remote e-voting" and instructions provided in postal ballot form appended with this Notice and cast their votes not later than 5:00 P.M. (IST) on Thursday, 7th October, 2021.

The Board of Directors of the Company, as its meeting held on Thursday, 2nd September, 2021 has appointed Mr. Alkesh Jalan, Practicing Company Secretaries, Ahmedabad, Membership Number F 10620, Certificate of Practice Number 4580, Proprietor of M/s. Jalan Alkesh & Associates, as Scrutinizer for

conducting the postal ballot through Remote E-voting as well as postal ballot form received through e-mail process in a fair and transparent manner.

The Scrutinizer after completion of the scrutiny will submit the report to the Chairman or any authorized person of the Company. Thereafter the result of the postal ballot would be announced by the Chairman or the Company Secretary of the Company on or before Saturday, 9th October, 2021 at the registered office of the Company. The aforesaid result would be displayed at the Registered office of the company, intimated to the National Stock Exchange of India www.nseindia.com where the shares of the Company are listed and displayed along with the scrutinizer's report on the Company's website viz. www.hecprojects.in

The resolution, if approved shall be deemed to have been passed on the last date specified by the Company for receipt of votes i.e. Thursday, 7th October, 2021.

ITEM NO. 1:- SPECIAL BUSINESS

MIGRATION OF LISTING/TRADING OF EQUITY SHARES OF THE COMPANY FROM SME PLATFORM (EMERGE) OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE) TO MAIN BOARD OF NSE.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

Note: In accordance with Regulation 277 of the Securities and Exchange Board of India ("SEBI") (Issue of Capital and Disclosure Requirements) Regulations, 2018, the below mentioned Resolution shall be acted upon if and only if the votes cast by the Shareholders other than Promoters in favor of the proposal, amount to at least two times the number of votes cast by Shareholder other than Promoter Shareholders against the proposal.

"RESOLVED THAT pursuant to the Regulation 277 and other relevant provisions, laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable provisions, if any, of the Companies Act, 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and rules framed there under, including any amendment, modification, variation or re-enactment thereof, the consent of the members of the company be and is hereby accorded for purpose of migration of the Company's present listing from SME Platform (EMERGE) of National Stock Exchange of India (NSE) to Main Board of NSE."

"RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby authorized jointly and /or severally to deal with any Government or semi government authorities or any other concerned intermediaries including but not limited to National Stock Exchange of India Limited, Securities and Exchange Board of India, Registrar of Companies, to apply, modify, rectify and submit any application and/ or related documents on behalf of the Company for the purpose of migration of the Company's present listing from SME Platform (EMERGE) of National Stock Exchange of India Limited (NSE) to Main Board of NSE."

"RESOLVED FURTHER THAT the Board of Director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, expedient or desirable for the purpose of giving effect to the aforesaid resolution and in connection with any matter incidental thereto."

By Order of Board of Directors For HEC Infra Projects Limited

Sd/- Jeel Patel Company Secretary Place: Ahmedabad Membership Number: A46202

Date: 02/09/2021

Registered Office:

Sigma-1 Corporates, Corporate House No. 6, Sindhu Bhavan Road, Nr. Maan Party Plot Cross Road, Bodakdev, Ahmedabad-380054

Notes:

• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts and the reasons for the proposal relating to the Special Business is annexed herewith.
• 1. The Notice of Postal ballot is being sent electronically (by e-mail to those members who have registered their e-mail IDs with the Company) to those members who have registered their e-mail IDs with their Depository Participants or with Company or with Company's Registrar and Share Transfer Agent (RTA) and whose names appear on the Register of Member/ List of Beneficial Owners on Friday, 3rd September, 2021. A copy of this Postal Ballot Notice is also available on the website of the Company at www.hecprojects.in and NSDL's e-voting website at www.evoting.nsdl.com
• 1. On account of the threat posed by COVID-19 and in terms of the MCA Circulars, The Company will send this postal ballot notice is electronic form only. The hard copy of this Postal Ballot Notice along with postal ballot forms and pre-paid business envelope will not be sent to the members for the postal ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system and through Postal Ballot form sent by way of sending email. Shareholders whose names appear on the Register of Members/List of Beneficial Owners as on Friday, 3rd September, 2021 will be considered for the purpose of e-voting and voting through ballot paper by sending e-mail to scrutiniser.
• 1. In compliance with the provisions of Sections 108 and 110 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides Members the facility to exercise their right to vote by electronic means through remote e-voting services provided by NSDL and those members who are facing any difficulty in casting their vote through remote e-voting may send scanned copy of duly filled in and signed postal ballot form appended with this Notice to the scrutiniser at his e-mail address jalanalkesh@gmail.com on or before Thursday, 7th October, 2021 at 05:00 P.M. (IST). The instructions for remote e-voting are annexed to this Notice. The voting period begins on Wednesday, 8th September, 2021 at 09:00 a.m. and ends on Thursday, 7th October, 2021at 05:00 p.m. During this period, members of the Company, holding shares as on cut-off date of Friday, 3rd September, 2021, may cast their vote electronically or sending valid postal ballot form through e-mail to scrutinizer. The e-voting module shall be disabled by NSDL for voting thereafter and voting shall not be allowed beyond the said date and time.
• 1. Resolutions passed by the members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the members.
• 1. The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the members as on Friday, 3rd September, 2021. A person who is not a member on the relevant date should treat this notice for information purpose only.
• 1. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut-off date are requested to register their e-mail Ids to their respective Depository Participant, it will automatically be reflected in the RTA Record or to mail the company at cs@hecproject.com with the name of registered member(s), folio number(s)/ DP Id/Client Id and Number of equity shares held from the email address they wish to register to enable them exercise their vote on special businesses as set out in the Postal Ballot notice through remote e-voting facility provided by NSDL or sending valid postal ballot form through e-mail to scrutinizer . The instructions for remote e-voting are provided as part of this Postal Ballot Notice.
• 1. Voting right in e-voting cannot be exercised by a proxy. However, corporate and institutional members shall be entitled to vote through their authorized representative with proof of their authorization.
• 1. Members desiring to exercise their vote are requested to carefully follow the instructions in the notes under section "The Instruction for the members for remote e-voting" and instructions provided in postal ballot form appended with this Notice and cast their votes not later than 5:00 P.M. (IST) on Thursday, 7th October, 2021, failing which it will be strictly considered that no vote has been received from the members.
• 1. The Company has appointed Mr. Alkesh Jalan, Practicing Company Secretaries, Ahmedabad (Membership Number F 10620, Certificate of Practice Number 4580) to act as the Scrutinizer for conducting the postal ballot and remote e-voting process as well as postal ballots received through e-mail process in a fair and transparent manner. The Scrutinizer will submit the report to the Chairman or any authorized person after the completion of scrutiny and the result of the voting will be announced by the Chairman or by any director or the Company Secretary of the Company on or before Saturday, 9th October, 2021 and will be displayed on the Company's website viz. www.hecprojects.in and will be communicated to the National Stock Exchange of India www.nseindia.com where the shares of the Company are listed as on said date. The scrutinizer's decision on the validity of the postal ballot shall be final and binding.
• 1. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for receipt of votes i.e. Thursday, 7th October, 2021.
• 1. All the material documents referred to in the Notice and explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to cs@hecproject.com
• 1. All the Members of the Company are holding Shares in Demat mode, and none of the members are having Shares in Physical Mode.

The Instruction for the members for remote e-voting are as under:

The remote e-voting facility will be available during the following period:

Commencement of remote e-voting	From 09:00 A.M.(IST) on Wednesday, 8th September, 2021
End of remote e-voting	Upto 05:00 P.M. (IST) on Thursday, 7th October, 2021

During this period, members of the Company, holding shares as on the cut-off date of Friday, 3rd September, 2021, may cast their vote electronically or sending valid postal ballot form through e-mail to scrutinizer. The e-voting module shall be disable by NSDL for voting thereafter. Once the vote on the resolution is cast by a member, he or she will not be allowed to change it subsequently

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

Step 2: Cast your vote electronically on NSDL e-Voting system

Details on step 1 is mentioned below:

A. Login method for e-Voting for Individual Members holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual members holding securities in demat mode is given below:

Type of members	Login Method
Individual Members holding securities in	1. If you are already registered for NSDL IDeAS facility, please visit the e Services website of NSDL. Open web browser by typing the following URL:

demat mode with NSDL.	https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under "IDeAS" section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period. 2. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS" Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
Individual Members holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E
	Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
	3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e Voting is in progress.
Individual Members (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name or e-Voting service provider-NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Members holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Members holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

B) Login Method for members other than Individual members holding securities in demat mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL.	For example if your DP ID is IN300*** and Client ID is
	12** then your user ID is IN30012*.
b) For Members who hold shares in	16 Digit Beneficiary ID
demat account with CDSL.	For example if your Beneficiary ID is 12**
	then your user ID is 12**

• 1. Password details for members other than Individual members are given below:
• a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c. How to retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last

8 digits of client ID for CDSL account. The .pdf file contains your 'User ID' and your 'initial password'.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those members whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a. Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• c. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for members

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to jalanalkesh@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" option available on www.evoting.nsdl.com to reset the password.

• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Pratik Bhatt (Tel No.: 022-24994738) at evoting@nsdl.co.in

Process for those members whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@hecproject.com. If you are an Individual members holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual members holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ("THE ACT") SETTING OUT MATERIAL FACTS:

Item No. 1:-

Migration of Listing/Trading of Equity Shares of the Company from SME Platform (Emerge) of National Stock Exchange of India Limited (NSE) To Main Board of NSE.

The Company is actively listed on the NSE EMERGE, the SME platform of the National Stock Exchange of India Limited (NSE) w.e.f. 30th March, 2016. The Company has made Initial Public Offer in March, 2016 on SME Platform of NSE EMERGE and raised Net proceeds form Issue 538.80 lakh (Five Crore Thirty Eight Lakh Eighty Thousand Rupees Only). Which has been used for the object as stated in the Prospectus.

The Company has completed more than 2 year on the NSE SME Platform, and in terms of current Rules/ Regulations, the Equity Shares of the company are listed on SME Platform can be migrated to Main Board of NSE. The Listing on the Main Board of National Stock Exchange of India will enhance participation of retail Investors in Large number and overall Market capitalization may also increase.

As per regulation 277 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with National Stock Exchange (NSE) circular NSE/SME/37551 dated 18th April, 2018, an Issuer whose Specified securities are listed on a SME Platform may migrate its Specified Securities to the main Board of the stock exchange if its shareholders approve such a migration by passing a Special Resolution through Postal Ballot to this effect, on fulfillment of eligibility criteria for listing laid down by Main Board.

The Proposed resolution shall be acted upon if the votes casted by public shareholder in favor of the proposal, amount to at least 2 times the number of votes cast by the public shareholders against the proposal.

The consent of the Shareholder is sought for the purpose of migration of the Company's present listing from NSE SME (EMERGE) Segment to main Board of National Stock Exchange of India Limited (NSE) as set out in aforesaid resolution.

None of the Promoters, Directors, Key Managerial Personnel of the Company or their relatives are in any way, concerned or interested, financial or otherwise, except to their shareholdings, in the aforesaid resolution.

In Light of above, Board of Directors of the company recommended passing resolution set out in Item No.1 of the Notice.

By Order of Board of Directors For HEC Infra Projects Limited

Sd/- Jeel Patel Company Secretary Place: Ahmedabad Membership Number: A46202

Date: 02/09/2021

Registered Office:

Sigma-1 Corporates, Corporate House No. 6, Sindhu Bhavan Road, Nr. Maan Party Plot Cross Road, Bodakdev, Ahmedabad-380054

Registered Office: Sigma-1 Corporates, Corporate House No. 6, SindhuBhavan Road,Nr. Mann Party Party Plot Cross Road, Boadakdev, Ahmedabad- 380054 Tel. No.: +91-79-40086771-74; E-mail: elect@hecproject.com; Web: www.hecprojects.in

POSTAL BALLOT FORM

(To be returned to scrutinizer appointed by the Company through E-mail Only)

Name of the Sole/ First named Member(s):

Registered Address of Sole/ First named:

Name(s) of the joint Holder(s), if any:

Registered DP ID/ Client ID:

Number of Shares held:

I / We, hereby exercise my / our vote in respect of the following Special Resolution proposed for passing through Postal Ballot/ e-voting via Postal Ballot Notice dated 2nd September, 2021 of HEC Infra Projects Limited (the "Company") by sending my / our assent (FOR) / or dissent (AGAINST) to the said resolution by placing the tick mark (√) at the appropriate column below:

Sr. No.	Description of the Resolution	No. of Equity Shares for which votes cast	I assent to the Resolution (FOR)	I dissent to the Resolution (AGAINST)
1.	Migration of Listing/Trading of Equity Shares of the Company from SME Platform (Emerge) of National Stock Exchange of India Limited (NSE) To Main Board of NSE

____________________________________________

Signature of the Member (Must be as per specimen signature registered with the Company / Depository Participant)

Place: ____________________

Date: _____________________

INSTRUCTIONS:

• 1) The Postal Ballot Form ('Form') in loose-leaf is not being provided in physical copy, and is being sent through e-mail for the benefit of those Members who are unable to access / cast their votes through the remote evoting facility provided by NSDL, to enable them to send their assent or dissent on the Resolutions included in the Notice.
• 2) The voting period for Postal Ballot shall commence on Wednesday, 8th September, 2021 at 9:00 A.M (IST) and shall end on Thursday, 7th October, 2021 at 5:00 P.M. (IST). The Members are requested to carefully read the instructions provided in this Form and Notice and return the scanned copy (PDF/JPEG format) of the duly completed Form signed and authenticated by the person entitled to vote, along with the relevant documents to the Scrutiniser i.e. Mr. Alkesh Jalan at Jalanalkesh@gmail.com from their e-mail address on or before 5:00 P.M. (IST) on Thursday, 7th October, 2021.
• 3) No other form of the Postal Ballot Form is permitted other than as specified above.
• 4) In respect of shares held by Institutional / Corporate shareholders (i.e. other than individuals / HUF, NRI, etc.), the duly completed Postal Ballot Form should be signed by the authorised representative and shall be accompanied with the scanned copy (PDF/ JPG format) of certified resolution/ authorisation, etc. of its board or governing body with attested specimen signature of the duly authorized representative(s)/ signatory(ies) who are authorized to vote.
• 5) Last date for receipt of Postal Ballot Form by the Scrutinizer: Thursday, 7th October, 2021 (up to 5:00 P.M.). Alternatively, member can cast their vote on the above resolution electronically (e-vote) by using remote evoting facility provided by the Company (refer "The Instruction for the members for remote e-voting").
• 6) If the voting rights are exercised through remote e-voting facility, this form need not be used. However, in case Members cast their vote by sending ballot through e-mail to scrutinizer and remote e-voting, then voting done through valid remote e-voting shall prevail and voting done by physical ballot will be treated as invalid.
• 7) Please convey your assent/dissent in the Postal Ballot Form. The assent or dissent received in any other form shall not be considered valid.
• 8) The vote(s) of a Member will be considered invalid inter-alia, on any of the following grounds:
• a. If the Member's signature does not tally;
• b. If the Member has marked his/ her/ its vote both for 'Assent' and 'Dissent' to the Resolution in such a manner that the aggregate shares voted for 'Assent' and 'Dissent' exceeds total number of shares held;
• c. If the Form is unsigned, incomplete or incorrectly filled; d. If the scanned Form is received in such a manner such that it is difficult for the Scrutinizer to identify either, the Member, or the number of votes, or as to whether the votes are for 'Assent' or 'Dissent', or if
• the signature could not be verified for one or more of the above grounds;
• e. The Form has not been signed by or on behalf of the Member;
• f. Neither assent nor dissent is mentioned or both assent / dissent is mentioned;
• g. Any competent authority has given directions in writing to the Company to freeze the voting rights of the Member;
• h. The postal ballot form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority;
• i. Member has made any amendment to the Resolution or imposed any condition while exercising his/her/its vote.
• 9) The members should cast their votes either in favour or against the Resolution by placing a tick (√) mark in the column provided for assent or dissent, respectively. Postal Ballot Form bearing tick (√) mark in both columns will render the Postal Ballot Form invalid.
• 10) If the Postal Ballot Form is received after 5:00 P.M. (IST) on Thursday, 7th October, 2021, it will be considered that no reply from the Member has been received.
• 11) The Postal Ballot Form should be completed and signed by the Members, as per the specimen signature registered with the Company/ Depository Participant. In case of joint holding, this Form should be completed and signed by the first named equity shareholder and in his/her absence, by the next named equity shareholder. There will be one Postal Ballot Form for every Client ID No., irrespective of the number of joint holders.
• 12) The Scrutinizer's decision on the validity of a postal ballot will be final and binding.