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July 27, 2015

Outcome of Board Meeting

High Ground Enterprise Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 27, 2015, had approved the following agenda items:

1. Finalizing the candidature of Mr. Ajit K. Sharma for the position of the Independent Director on the Board of the Company. In the opinion of the Board of Directors of the Company and as per the declaration under section 149 of the Companies Act, 2013 given by Mr. Ajit K. Sharma, he is considered to be Independent as per section 149 of the Companies Act, 2013 and in accordance with clause 49 of the Listing agreement.

2. The Board of Directors of the Company has discussed and taken note about the New ISIN INE361M01021 generated and activated by both the Depositories (CDSL & NSDL) upon sub-division of the face value of the shares of the Company from Rs. 10/- each to Rs. 1/- each.

3. The Board of Directors of the Company further discussed about the overall operations of the Company and it further discussed that to diversify there is a requirement of a committee that shall focus on individual segments such as oil & gas, water resources, consultancy, infrastructure and power in order to develop a structural plan for all the upcoming expansion projects of the Company, the Board of Directors of the Company have decided to formulate a ‘CRACK COMMITTEE’ which will be headed by Mr. Manish Mehrotra. He is further authorized to appoint other members of the Committee and to lay down the action plan by August 15, 2015. The roles and responsibilities of the Committee shall be as follows:

a. The Members of the Committee shall have clear task defined to pursue the interest of Company in their defined segments either through tenders or through prospecting.

b. The Committee shall review its progress on monthly basis and shall present the progress to the Board every quarter and the same will be ratified in the Board meeting.

4. The Board of Directors of the Company deferred the proposal for city gas distribution network. Financial viability and compliance / license issues needs to be looked into before finalizing the project. The Board of Directors decided that this agenda to be discussed in the next board meeting.

5. The Board of Directors further discussed on other areas of operations wherein the Company can look for expansion and stability:

a. Oil & Gas sector: The Board agrees upon the prospects and expansion in Oil & Gas sector. This sector is having high potential, our experience and recent achievements in the sector gives us an added advantage to tap other PSUs and multinational companies as well. It is a financially stable area to operate.

b. Water Resources Sector: The Board agrees that Water Resources Sector would see a major impetus from the Government, whether it is river cleaning or river connectivity, The Government has clearly stated its resolve. The area is worth exploring. The Committee to advance the on-going negotiations with the participating Indian consortium and technical collaboration with the International Hydro experts in the sector.

c. Solid Waste Management Sector: The Board of Directors of the Company gives its In-Principle approval to collaborate with IWCS, LLC, US for innovative solid waste management solutions. India has tremendous potential and there are very few players. The Board further gave approval for negotiating collaboration terms and finalizing the working model. High Ground Enterprise Limited (HGEL) intends to ride the “Swachh Bharat” Mission a Government of India initiative in a big way.

d. Telecom Sector: The Board of Directors of the Company agrees to test the telecom sector after the recession. Infra Development for 4G and maintenance of existing facility and services would be lucrative to enter into.

e. Fire & Safety Sector: The Board of Directors gave its acceptance to enter fire and safety segment on acquisition model. There is an established Company in Uttar Pradesh (UP) into fire detection and protection system installation for various government department. Due diligence and valuation is to be taken up on priority before start of negotiations.

f. Consultancy Sector: The Board of Directors accepted the proposal to enhance the consulting arm of HGEL. With availability of skilled manpower and need of domain expertise for various government departments and PSUs, market would see a surge of consulting contracts. HGEL intends to explore into oil and gas, telecom, infrastructure and SWM sectors.

6. The Board of Directors of the Company also discussed to initiate the marketing plan of the Company. The other decision in connection to the above are as follows:

a. Focused marketing plan and strategy to stabilize EPC division of the Company.

b. Marketing plans to be structured on yearly basis looking at the dynamics of the EPC divisions & other allied sectors. The plan should cover all possible approaches and geographies. It should also look for Government work via physical / e-tenders as well as other projects that can be gained through prospecting.

7. The Board of Directors of the Company further discussed about the success of IOCL – TPC Projects and took the following decisions:

a. The Board appreciated the efforts put in by the employees and other team members working for IOCL-TPC project which has brought laurels to the Company.

b. The Board further proclaimed that the persistent hard work by the group has resulted in successful execution of IOCL-TPC project in more than 1000 cities and towns of India, satisfying the client besides adding value to the Company.

c. The Board of the Directors of the Company has also decided to declare bonus equivalent to one-month salary as a token of appreciation for all field staff working on IOCL- TPC project. In addition to the above, it has proposed a 2-day package tour comprising of outdoor recreational / team building exercise for key executives related to the IOCL-TPC project.

8. The Board of Directors of the Company further discussed on implementing and execution of the above expansion plans of the Company. It was further decided that the new Projects & expansion would require major CAPEX to be done.

9. It further approved the proposal for raising additional funds from Non-Promoters by way of fresh issue of securities of the Company such as Equity Shares, Optionally or Compulsorily Convertible Debentures, Follow-on public offer (FPO), Global Depository Receipts (GDR), American Depository Receipts (ADR), Foreign Currency Convertible Bonds (FCCB), QIP at such price or prices to be determined as per SEBI guidelines, subject to the shareholders and other statutory / regulatory approvals as may be required. The total amount to be raised by way of issue of the aforesaid Securities shall not exceed Rs. 100 Crore (Rupees One Hundred Crores only) in one or more tranches, as may be decided by the Board of Directors of the Company in the best interest of the stakeholders of the Company.

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