Directors Report of PNC Infratech Ltd.

Mar 31, 2025

Your Directors are pleased to present the 26^th Annual Report of PNC Infratech Limited ("the Company" or "PNCIL") along with
the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2025.

1. RESULTS OF OUR OPERATIONS

The financial performance of the Company for the year ended March 31,2025, on a Standalone and Consolidated basis, is
summarized below:

'' in lakhs (except FPS)

2. FINANCIAL PERFORMANCE
On Standalone Basis

On a standalone basis, revenue of the Company for
FY 2024-25 is '' 5,51,312.38 Lakhs as compared
to '' 7,69,919.53 Lakhs in FY 2023-24. The
Operating Profit (i.e. Farnings before Interest, Tax,
Depreciation and Amortization) for FY 2024-25 is
'' 1,04,886.4 Lakhs as compared to '' 1,27,740.13
Lakhs in FY 2023-24. The Profit before Tax for
FY 2024-25 is '' 94,892.17 Lakhs as compared to
'' 1,13,607.19 Lakhs in FY 2023-24. The Profit after
Tax for FY 2024-25 is '' 70,560.52 Lakhs as compared
to '' 84,979.00 Lakhs in FY 2023-24.

On Consolidated Basis

The Consolidated Revenue of the Company for FY
2024-25 is '' 6,76,868.37 Lakhs as compared to
'' 8,64,986.78 Lakhs in FY 2023-24. The Consolidated

Operating Profit (i.e. Earnings before Interest, Tax,
Depreciation and Amortization) for FY 2024-25 is
'' 2,06,606.08 Lakhs as compared to '' 200452.84 Lakhs
in FY 2023-24. The Consolidated Profit before Tax for
FY 2024-25 is '' 1,19,156.07 Lakhs as compared to
'' 1,24,874.29 Lakhs in FY 2023-24. The Consolidated
Profit after Tax, Minority Interest and Share in Profit /
Loss of Associate for FY 2024-25 is '' 81,541.75 Lakhs
as compared to '' 90,942.07 Lakhs in FY 2023-24.

3. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of the business
during FY 2024-25.

4. STATE OF AFFAIRS & FUTURE OUTLOOK

During the year and up to the date of this Report, the
Company has bid for and has been awarded LOA/
become L1 for the following projects:

Particulars	Standalone Results For the year ended as at		Consolidated Results For the year ended as at
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	551312.38	7,69,919.53	6,76,868.37	8,64,986.78
Less: Total Expenses	4,63,054.17	6,59,088.62	5,74,890.36	7,48,263.87
Add/(Less): Share in profit/(loss) of Associates	--	--	--	--
Profit/(Loss) before tax & prior period expenses	94,892.17	1,13,607.19	1,19,156.07	1,24,874.29
Add/(less): Prior period expense (Net)/Exceptional Item	--	--	--	--
Profit/(Loss) Before Tax	94,892.17	1,13,607.19	1,19,156.07	1,24,874.29
Less: Tax Expense (Net)	24,331.65	28,628.19	37,614.32	33,932.22
Profit /(Loss) After Tax	70,560.52	84,979.00	81,541.75	90,942.07
Earnings Per Share (Basic & Diluted)	27.50	33.13	31.79	35.45

“Integrated Infrastructure Development of 20M & above wide Roads, Construction of Various Major & Minor Structures
(Viz Flyover, Minor Bridges, VUPS, PUPS etc.) and Allied Electrical Works (Street Light) in TPS -8, 9 and TPS-12 under
NAINA Project"

In respect of the aforesaid project the Company has been declared L1 Bidder and further received a Letter of Acceptance
from the City & Industrial Development Corporation of Maharashtra Ltd. (CIDCO) on on October 09, 2024 and October 11,
2024 respectively.

For the execution of the said project new SPV has been incorporated namely "PNC AAKSHYA JOINT VENTURE PRIVATE
LIMITED on October 15, 2024"

“Construction of Access Controlled Pune Ring Road in Pune District Package PRR E2 from Indori Km 12 500 To Chimbali
Km 26 300 (Length: 13.800 Km) Tq. Mawal &Khed in the State of Maharashtra on EPC Mode"

In respect of the aforesaid project the Company has been declared L! Bidder and further received a Letter of Acceptance
from the Maharashtra State Road Development Corporation (MSRDC) on May 2!, 2024 and October 15, 2024 respectively.

“Construction of Access Controlled Expressway Connector to Hindu Hrudaysamrat Balasaheb Thackeray Maharashtra
Samruddhi Mahamarg from Jalna to Nanded in the State of Maharashtra on EPC Mode for Package JNE-04 from Km
98 945 Kumbhari Tq. Jintur to Km 127 840 Katneshwar Tq. Purna District Parbhani (Length: 28.895 Km)".

In respect of the aforesaid project the Company has been declared L1 Bidder and further received a Letter of Acceptance
from the Maharashtra State Road Development Corporation (MSRDC) on May 21,2024 and October 15, 2024 respectively.

“Construction of additional 3-Lane Bridge over River Ganga for connection between Buxar and Bharauli on NH-922 in
the State of Uttar Pradesh and Bihar on Hybrid Annuity Mode (HAM)" on August 27, 2024

In respect of the aforesaid project the Company has been declared L1 Bidder by National Highways Authority of India
(NHAI) on August 27, 2024 and further received a letter from the Authority on October 28, 2024 informing all the bidders
that the ''Bidding Process’ for the cited project has been annulled without any liability or any obligation for such annulment.

The Company is presently executing the following major projects:

S N.	Sector	Name of Project
		A: Highways & Expressways
1.	National Highways	Construction of Six lane upgradable to Eight lane of Kanpur Lucknow Expressway including spur from km. 10.980 to km. 28.500 in the state of Uttar Pradesh on Hybrid Annuity Mode under Bharatmala Pariyojana (Package- 1).
2.	National Highways	Construction of Six lane upgradable to Eight lane of Kanpur Lucknow Expressway including spur from km. 28.500 to km. 73.744 in the state of Uttar Pradesh on Hybrid Annuity Mode under Bharatmala Pariyojana (Package- 2).
3.	National Highways	Improvement and Up-gradation of Existing Road to 4-lane with Paved Shoulder from Km 175.080 to 229.070, End of Hardoi Bypass to End of Hardoi District of NH-731 (Pkg-III) on Hybrid Annuity Mode under NH(O) in the state of Uttar Pradesh.
4.	National Highways	Four Laning of Sonauli - Gorakhpur section of NH-29E from Design Ch.0 000 to Design Ch.79 540 (from Existing Ch.0 000 to Existing Ch.80 295) on Hybrid Annuity Mode basis in the state of Uttar Pradesh.
5.	National Highways	Construction of 6 Lane with Access Controlled Greenfield Highway from km. 26.000 to km 97.000, MH/KN Border (Badadal) to Maradgi S Andola section of NH-150C (Package- II of Akkalkot to KN/TS Border section) on Hybrid Annuity Mode under Bharatmala Pariyojna.
6.	National Highways	Four Laning of NH 530B from Mathura Bypass (Start) (Existing km.266.000 of SH 33 / Design Km.0.000) to Gaju Village (End) (Design Km.32.982) (Design Length= 32.982 km) in the State of Uttar Pradesh on Hybrid Annuity Mode (Package - 1B).
7.	National Highways	Construction of 4-Lane Highway from km 49.155 to km 74.700 (Singraur Uphar to Baranpur Kadipur Ichauli) of NH-731 a with paved shoulders (I/c Ganga Bridge) in the state of Uttar Pradesh on Hybrid Annuity Mode (Package - III).
8.	Maharashtra	Construction of Access Controlled Expressway Connector to Hindu Hrudaysamrat Balasaheb Thakery Maharashtra Samrudhi Mahamarg from Jalna to Nanded in the State of Maharashtra on EPC Mode Package JNE-4 from Km 98 945, Kaumbhari TQ, Jintur Km 127 840, Katneswar TQ. Purna, District Parbhani (Length 28.895 Km)
9.	Maharashtra	Integrated Infrastructure Development of 20M & above wide Roads, Construction of Various Major & Minor Structures (Viz Flyover, Minor Bridges, VUPS, PUPS etc.) And Allied Electrical Works (Street Light) in TPS-8, 9 and TPS-12 under NAINA Project.
10.	Maharashtra	Pune Ring Road in Pune District Package-PRRE2 From Indori Km. 12.500 to Chimbali Km. 26.300 (Length- 13.800 Km.) Tq Mawal & Khed in the State of Maharashtra on EPC Mode.

S N.	Sector	Name of Project
11.	Madhya Pradesh	Construction of Four Lane Elevated Corridor/Flyover from Maharani Laxmibai Pratima to A.B. Road (N.H. 46) Near Girwai Police Chouki on Swarn Rekha River in Gwalior City (M.P.)
B: Rural Drinking Water Supply & Irrigation Projects
SN.	Sector	Name of the Project
12.	Drinking Water Supply Phase II	Survey, Design, Preparation of DPR, Construction, Commissioning and O&M for 10 Years of various Rural Water Supply Projects in the State of Uttar Pradesh as per Request for Proposals in Division "Devipatan" (District-Bahraich), in Division "Bareilly" (Districts Budaun & Philibhit) and in Division- "Aligarh" (District-Kasganj) in UP under Phase-II.
13.	Drinking Water Supply Phase III	Survey, Design, Preparation of DPR, Construction, Commissioning and O&M for 10 Years of various Rural Water Supply Projects in the State of Uttar Pradesh as per Request for Proposal in Division- "Bareilly" (District Budaun); in Division "Ayodhya" (District-Barabanki) and in Division "Aligarh" (District - Aligarh) under Phase-III.
14.	Irrigation	Upgradation of Canal System from Pothireddypadu Head Regulator, from foreshore of Srisailam Reservoir & improvements to existing SRBC/GNSS Canal
C: Railway Project
15.	Haryana Orbit Rail Project	C-23: - Design and Construction of Civil Works (Earthwork, Bridges, Station Buildings, Retaining Walls and other miscellaneous Works) from km 29.58 to km 49.70 & from km 55.60 to km 61.50 and its connectivity to IR network from New Patli to Patli station & New Patli to Sultanpur station including modifications/civil works at Sultanpur Station in connection with laying of New BG Double Railway line of HORC project.

5. DIVIDEND

Keeping in the view of the Company’s performance,
the Board of Directors have recommend Final
Dividend of 30% i.e '' 0.60 per equity share of '' 2.00
each on, 25,65,39,165 no of equity shares, amounting
of '' 15,39,23,499.00 for FY 2024-25 subject to Tax
deduction at sources on Dividend at prevailing tax rates
inclusive of applicable surcharge and cess, taxable in
the hands of the shareholders.

6. TRANSFER TO RESERVES

The Board of Directors of the Company has not
recommended for transfer of any amount to the
General Reserve for the Financial Year ended March 31,
2025.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has one (1) direct subsidiary and thirty
(30) step-down subsidiaries as on March 31,2025. Post
Closure of Financial Year, the Company has invested
and acquired 74% of Equity Shares in PW Infratech
Private Limited and making itself Joint Venture of the
Company. There are no associates or joint ventures
of the Company. In accordance with Section 129(3) of
the Companies Act, 2013 (Act), a statement containing
the salient features of the financial statement of the

subsidiaries in prescribed format AOC-1 form the part
of consolidated financial statement.

The Company has executed a Share Purchase
Agreement dated January 15, 2024 and other related
transaction documents, with inter alia PNC Infra
Holdings Limited, Target SPVs, Highways Infrastructure
Trust (Purchaser) and Highway Concessions One
Private Limited (acting as the Investment Manager of
the Purchaser), for divestment of 12 highway assets of
the Company (12 Target SPVs) wherein, target SPVs
defined hereunder:

S N.	Target SPV
1.	PNC Rajasthan Highways Private Limited
2.	PNC Chitradurga Highways Private Limited
3.	PNC Aligarh Highways Private Limited
4.	PNC Bundelkhand Highways Private Limited
5.	PNC Khajuraho Highways Private Limited
6.	PNC Triveni Sangam Highways Private Limited
7.	PNC Bithur Kanpur Highways Private Limited
8.	PNC Unnao Highways Private Limited
9.	PNC Gomti Highways Private Limited
10.	PNC Meerut Haridwar Highways Private Limited
11.	PNC Bareilly Nainital Highways Private Limited
12.	PNC Challakere (Karnataka) Highways Private Limited

The Company concluded the Sale of Equity Stake in Ten
(10) of the Company’s Road Assets as on May 21/22
2025 and the sale process of equity in the remaining
two (2) assets, viz. PNC Bareilly Nainital Highways
Private Limited (BOT Toll Project) and PNC Challakere
(Karnataka) Highways Private Limited (HAM Project)
is expected to be completed in the H1 of FY26 upon
completion of the respective Conditions Precedent for
these two assets.

The Company has a material unlisted Subsidiary
as defined under Regulation 16 of the SEBI Listing
Regulations. Accordingly, the corporate governance
requirements as applicable with respect to material
unlisted subsidiary has been complied with.

The Company’s Audit Committee reviews the
Consolidated Financial Statements of the Company as
well as the Financial Statements of the Subsidiaries,
including the investments made by the Subsidiaries.
The Minutes of the Board Meetings, along with a report
of the significant transactions and arrangements
of the unlisted subsidiaries of the Company, as
applicable, are placed before the Board of Directors of
the Company.

The Company has formulated a policy for determining
Material Subsidiaries and the Policy is disclosed on
the Company’s website at the web link: https://www.
pncinfratech.com/pdfs/policy-for-determining-
material-subsidiaries-2025.pdf

8. MATERIAL CHANGE AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

• The Company along with its Wholly Owned
Subsidiary, viz. PNC Infra Holdings Limited (PNC
Infra), completed the Sale of Equity Stake in Ten
(10) of the Company’s Road Assets (Projects/
Special Purpose Vehicles - SPVs), as listed
hereunder, to Highways Infrastructure Trust (HIT),
an Infrastructure Investment Trust (InvIT) as on
May 21, 2025 and all other steps of transfer duly
completed on May 22, 2025 pursuant to Share
Purchase Agreement dated January 15, 2024.

1. PNC Rajasthan Highways Pvt Ltd

2. PNC Chitradurga Highways Pvt Ltd

3. PNC Aligarh Highways Pvt Ltd

4. PNC Bundelkhand Highways Pvt Ltd

5. PNC Khajuraho Highways Pvt Ltd

6. PNC Triveni Sangam Highways Pvt Ltd

7. PNC Bithur Kanpur Highways Pvt Ltd

8. PNC Gomti Highways Pvt Ltd

9. PNC Unnao Highways Pvt Ltd

10. PNC Meerut Haridwar Highways Pvt Ltd

As the Transaction concluded, all the ten assets/
projects/SPVs have duly been handed over to HIT
to take them forward in terms of the respective
concession agreements hence, ceased to be subsidiary
of the Company we.f. May 21,2025.

• Post Closure of Financial Year, the Company
has been declared L1 bidder in a project of PWD
Rajasthan of amounting '' 240 Cr on April 22,
2025.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the
Companies Act, 2013, Your Directors’ confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

(b) the directors had 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 profit and loss of the
Company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on
a going concern basis;

(e) the directors had laid down internal financial
controls which are followed by the Company and
that such financial controls are adequate and are
operating effectively; and

(f) the directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws are in place and such systems are
adequate and operating effectively.

10. CORPORATE GOVERNANCE

The Company continues to place greater emphasis
on managing its affairs with diligence, transparency,
responsibility and accountability and is committed to
adopting and adhering to best Corporate Governance
practices.

The Board considers itself as a trustee of its shareholders
and acknowledges its responsibilities towards them for
creation and safeguarding their wealth. The Company
has set itself the objective of expanding its capacities.
As a part of its growth strategy, it is committed to high
levels of ethics and integrity in all its business dealings
that avoid conflicts of interest. In order to conduct
business with these principles, the Company has
created a corporate structure based on business needs
and maintains a high degree of transparency through
regular disclosures with a focus on adequate control
systems.

In compliance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (''SEBI Listing Regulations’) a separate report on
corporate governance along with a certificate from
the M/s DR Associates, Company Secretaries, on its
compliance, forms an integral part of this report .

11. RISK MANAGEMENT

The Company has constituted a Risk Management
Committee which has been entrusted with the
responsibility to assist the Board in (a) approving
the Company’s Risk Management Framework and
(b) Overseeing all the risks that the organization
faces such as strategic, financial, liquidity, security,
regulatory, legal, reputational and other risks that have
been identified and assessed to ensure that there is
a sound Risk Management Policy in place to address
such concerns / risks. The Risk Management process
covers risk identification, assessment, analysis and
mitigation. Incorporating sustainability in the process
also helps to align potential exposures with the risk
appetite and highlight risks associated with chosen
strategies.

The Company has adopted a Risk Management Policy
in accordance with the provisions of the Act and
Regulation 21 of the SEBI Listing Regulations.

12. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

During FY 2024-25, the Company has entered into
transactions with related parties as defined under
Section 2(76) of the Companies Act, 2013 read with
the Companies (Specification of Definitions Details)
Rules, 2014, which were in the ordinary course of
business and on arm’s length basis and in accordance
with the provisions of the Companies Act, 2013, rules
issued there under and in compliance of the "Policy
on Materiality and Dealing with Related Party
Transactions" of the Company and in accordance with

Regulation 23 of the SEBI Listing Regulations. During
FY 2024-25, the Company did not enter into materially
significant transactions with Promoters, Key Managerial
Personnel or other related parties. Accordingly, the
disclosure of Related Party Transactions as required
under Section 134(3) (h) of the Companies Act, 2013 in
Form AOC 2 is not applicable. The details of the related
party transactions as required under IND AS- 24 are
set out in Notes to the standalone financial statements
forming part of this Annual Report.

The policy on Related Party Transactions as approved
by the Board may be accessed on the Company’s
website at the link: https://www.pncinfratech.com/
pdfs/policy-on-materiality-and-dealing-with-
relatedparty-transactions-2025.pdf

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of the Corporate Social Responsibility initiative,
the Company has spent an amount of '' 1781.98
Lakhs/-towards the various CSR activities during
FY 2024-25. A report on CSR Activities as required
under Rule 9 of the Companies (Corporate Social
Responsibility) Rules, 2014, as amended is enclosed
herewith as "Annexure-A".

A synopsis of the report of the independent agency
for the CSR projects, to which impact assessment is
applicable in terms of the provisions of Section 135
of the Act read with the CSR Rules, has been provided
as part of the said annual report on CSR. The detailed
report is available on the Company’s website at https://
www.pncinfratech.com/financials.html

The Company has adopted Corporate Social
Responsibility Policy in line with Schedule-VII of
Companies Act 2013 and amendment thereof,
containing the activities to be undertaken by the
Company as part of its CSR programs. The CSR Policy
is disclosed on the website of the Company which can
be accessed at https://www.pncinfratech.com/pdfs/
csr-policy-7077.pdf.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The details in respect of internal financial control
and their adequacy are included in the Management
Discussion and Analysis.

15. POLICY ON DIRECTOR''S APPOINTMENT AND
REMUNERATION

The Policy is framed to address the importance of a
diverse Board in harnessing the unique and individual

skills and experiences of various Members of the Board
in such a way that it collectively benefits the business
and the Company as whole. As on March 31, 2025,
The Board consists of 10 directors, five of whom are
executive directors and five non-executive directors.

The Board Diversity Policy of the Company on director''s
appointment and other matters provided under sub
section 3 of section 178 of the Companies Act, 2013 is
available at the website of the Company and that can
be accessed at https://www.pncinfratech.com/pdfs/
board-diversity-policy.pdf .

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152
of the Companies Act, 2013 and the Articles of
Association of the Company, Mr Chakresh Kumar
Jain (DIN: 00086768) and Mr Talluri Raghupati Rao
(DIN: 01207205), Directors retires by rotation at the
ensuing Annual General Meeting and being eligible
offers themselves for re-appointment. The Board
recommends the reappointment of Mr Chakresh Kumar
Jain and Mr Talluri Raghupati Rao for the consideration
of the members of the Company at the ensuing annual
general meeting.

During the year under review, tenure of Ms Deepika
Mittal(DIN: 06966373) and Mr Ashok Kumar Gupta
(DIN: 02808356), Independent Directors of the
Company have completed on September 28, 2024
hence, Ms Deepika Mittal and Mr Ashok Kumar Gupta
ceased to be Director of the Company w.e.f. September
28, 2024. Also, Mr Naresh Kumar Jain (DIN: 01281538)
and Ms Seema Singh (DIN: 10042852) appointed as an
Independent Director of the Company with effect from
August 10, 2024.

Pursuant to the provision of Section 203 of the
Companies Act, 2013 the Key Managerial Personnel of
the Company as on March 31,2025 are:-

1. Mr Pradeep Kumar Jain, Chairman &Managing
Director

2. Mr Chakresh Kumar Jain, Managing Director

3. Mr Yogesh Jain, Managing Director

4. Mr Anil Kumar Rao, Whole time Director

5. Mr Talluri Raghupati Rao, Whole time Director

6. Mr Devendra Kumar Agarwal, Chief Financial
Officer

7. Mr Tapan Jain, Company Secretary

None of the Directors of the Company is disqualified
under Section 164 of the Companies Act, 2013.

Also, during the year, the non-executive directors of the
Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission
and reimbursement of expenses, if any.

17. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the Section 149(7) of the Act, each
Independent Director has given a written declaration
to the Company at the time of their appointment and
at the first meeting of the Board of Directors in every
financial year confirming that he/she meets the criteria
of independence as mentioned under Section 149(6) of
the Companies Act, 2013 and Regulation 16(1) (b) and
Regulation 26 of the SEBI Listing Regulations and there
has been no change in the circumstances which may
affect their status as an independent director during
the year. The Independent Directors have complied
with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013 along with
code of conduct for all members of board in terms
of Regulation 17(5) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Further, in the opinion of the Board, all the Independent
Directors also possess the attributes of integrity,
expertise and experience as required to be disclosed
under Rule 8(5) (iii) (a) of the Companies (Accounts)
Rules, 2014.

Pursuant to the Ministry of Corporate Affairs''
Notification No. G.S.R. 804(E) dated October 22, 2019, all
the Independent Directors have registered themselves
in the databank of Indian Institute of Corporate Affairs
(IICA).

18. BOARD EVALUATION AND REMUNERATION
POLICY

Pursuant to the applicable provisions of the Act and the
SEBI Listing Regulations, the Board has carried out an
Annual Evaluation of its own performance, performance
of the Directors and the working of its Committees,
based on the evaluation criteria defined by Nomination
and Remuneration Policy for performance evaluation
process of the Board, its Committees and Directors.
NRC Policy of the Company is available on Company''s
website at link https://www.pncinfratech.com/pdfs/
nrc-policy-7075.pdf.

The performance of the Board was evaluated by the
Board after seeking inputs from all the directors on
the basis of criteria such as the Board composition
and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the Committees was evaluated
by the Board after seeking inputs from the Committee
members on the basis of criteria such as the composition
of committees, effectiveness of Committee meetings,
etc.

The performance assessment of Non-Independent
Directors, Board as a whole and the Chairman were
evaluated at separate meetings of Independent
Directors. The same was also discussed in the meetings
of NRC and the Board. Performance evaluation of
Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.

19. FAMILIARIZATION PROGRAM FOR BOARD
MEMBERS

A formal familiarization program was conducted about
the amendments in the Companies Act, 2013; Rules
prescribed thereunder, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and all
other applicable laws of the Company. It is the general
practice of the Company to notify the changes in all
the applicable laws from time to time in every Board
Meeting conducted.

The Company familiarizes its Independent Directors
with their roles, rights, responsibilities in the Company,
nature of the Industry in which the Company operates,
etc., through various programs. These include
orientation program upon induction of new Director, as
well as other initiatives to update the Directors on an
ongoing basis.

Further, the Company also makes periodic presentations
at the Board and Committee meetings on various
aspects of the Company’s operations including on
Health and Safety, Sustainability, Performance updates
of the Company, Industry scenario, Business Strategy,
Internal Control and risks involved and Mitigation Plan.

20. HUMAN RESOURCES

The Company treats its "Human Resources" as one of
its most important assets. The Company continuously
invests in attraction, retention and development of
talent on an ongoing basis. The Company believes in
the promotion of talent internally through job rotation
and job enlargement.

21. SHARE CAPITAL

During the year under review, the Company has not
issued or allotted any equity shares with or without
differential voting rights. The Paid - up Equity Share
Capital of the Company as at March 31,2025 stood at ''
51.30.78.330/-

22. AUDITORS AND AUDITORS'' REPORT
Statutory Auditors

At the 22^nd Annual General Meeting held on September
29, 2021, the shareholders approved the appointment
of M/s NSBP & Co. (Firm Registration No. 001075N)
Chartered Accountants, as Statutory Auditors of the
Company until the conclusion of 27^th Annual General
Meeting of the Company to be held in the year 2026.

Auditor''s Report

The Auditors’ have issued an unmodified Report for the
year ended March 31, 2025 which is self explanatory
hence, do not call for any comments from the
Management under Section 134 of the Companies Act,
2013.

Cost Auditors

The Board had appointed M/s Rohit Bansal & Associates,
Cost accountant, as Cost Auditor for conducting the
audit of Cost Statements and Cost Records of the
Company for the FY 2024-25 and Form CRA-2 for their
appointment was duly filed by the Company with the
Ministry of Corporate Affairs. The said Auditors have
conducted the audit of Cost Statements and Cost
records for the year ended March 31, 2025 and have
submitted their report, which is self explanatory and do
not call for any further comments.

The Company shall submit the Cost Audit Report with
the Ministry of Corporate Affairs within the stipulated
time period.

Secretarial Auditors

In terms of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s. DR Associates,
Company Secretaries were appointed as Secretarial
Auditors for FY 2024-25. The Secretarial Audit Report
for the financial year ended on March 31, 2025 is
annexed herewith marked as "Annexure-B" to this
Report. There are no qualifications or adverse remark
in their Report, hence, does not call for any comments/
explanation from the Management.

The Board further recommended the members the
name of M/s. DR Associates, Company Secretaries,
to be appointed as Secretarial Auditors to conduct
Secretarial Audit for further 5 consecutive financial
years effective from FY 2025-26 onwards.

The Secretarial Audit Report of Material Unlisted
Subsidiaries has been reviewed and there are no
qualifications or adverse remark in their Report that
forms an integral part of this report.

/—\

23. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of SEBI
Listing Regulations, the Management Discussion and
Analysis forms an integral part of this Report and gives
details of the overall industry structure, developments,
performance and state of affairs of the Company’
business.

24. DISCLOSURES
Audit Committee

The Audit Committee of the Board of Directors of
the Company is duly constituted in accordance with
the provisions of Sections 177 of the Act read with
Rule 6 of the Companies (Meetings of the Board and
its Powers) Rules, 2013 and Regulation 18 of SEBI
Listing Regulations 2015. The details pertaining
to the composition of the Audit Committee are
included in the Corporate Governance Report. All the
recommendations made by the Audit Committee were
accepted by the Board.

Vigil Mechanism

The Company is committed to highest standards of
ethical, moral and legal business conduct. Accordingly,
the Board of Directors has formulated a Whistle Blower
Policy in compliance with the provisions of Section 177
(9) & (10) of the Companies Act, 2013 and Regulation
22 of the SEBI Listing Regulations. The policy provides
for a framework and process whereby concerns can
be raised by its Employees/Directors or any other
person against any kind of discrimination, harassment,
victimization or any other unfair practice being adopted
against them through an e-mail, or a letter for this
purpose to the Vigilance Officer /Chairman of the Audit
Committee.

The Policy on vigil mechanism and whistle blower
policy may be accessed on the Company’s website at
the web link: https://www.pncinfratech.com/pdfs/vigil-
mechanism-whistle-blower-policy-pnc-infratech-
limited.pdf.

Meetings of the Board

Four meetings of the Board were held during the year.
For details of meetings of the Board, Please refer to the
Corporate Governance Report. The maximum interval
between any two meetings did not exceed 120 days.

Particulars of Loans given, Investments made,
Guarantees given and securities provided

The Company is exempted from the applicability of the
provisions of Section 186 of the Companies Act, 2013
(Act) read with Rule 11 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and Companies

(Meetings of Board and its Powers) Amendment Rules,
2015 as the Company is engaged in the business of
providing infrastructural facilities.

Details of the Loans, guarantees and investments
covered under Section 186 of the Companies Act, 2013,
if any, are given in the notes to the financial statements
pertaining to the year under review.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, are
provided in "Annexure-C" to this Report.

Extract of Annual Return

As per the requirements of Section 92(3) of the Act
and Rules framed thereunder, the extract of the Annual
Return for FY 2024-25 is uploaded on the website of
the Company www.pncinfratech.com .

Particulars of Employees and Related Disclosures

The information required pursuant to the provisions
of Section 197 (12) read with Rule 5 (1) & (2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, in respect of
employees of the Company is herewith annexed as
"Annexure-D".

The statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Board’s report.
However, as per Section 136(1) of the Act and second
proviso of Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Report and Financial Statements are being
sent to the Members of the Company excluding the
said statement. Any Member interested in obtaining a
copy of the said statement may write to the Company
Secretary at the Registered Office of the Company.

Business Responsibility & Sustainability Report
(BRSR)

SEBI Listing Regulations mandate the inclusion of
BRSR from FY 2022-23 onwards as part of the Annual
Report for top 1000 listed entities based on market
capitalization calculated as on March 31 of every
financial year. In compliance of SEBI listing Regulations,
the Company has prepared the Business Responsibility
and Sustainability Reporting (BRSR) for FY 2024-25 is
herewith annexed as "Annexure-E".

Dividend Distribution Policy

SEBI Listing Regulations also mandates for top 1000
listed entities based on market capitalization calculated
as on March 31 of every financial year to formulate a
dividend distribution policy (''the policy’). In Compliance
of the same, the policy determining the distribution
parameters of dividend to its shareholders was adopted
by the Board of Directors. The Policy is available on the
Company’s website at https://www.pncinfratech.com/
pdfs/dividend-distribution-policy.pdf .

Investor Education and Protection Fund (IEPF)

Pursuant to applicable provisions of the Act read with
the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, details of all unclaimed amount of
Dividend to be furnished through Form No. IEPF 2 each
year and to be uploaded on Company’s Website, on the
website of IEPF Authority. The amount of Dividend or
any other such amount as referred in sub-section 2 of
section 125 of the Act, which is unpaid or unclaimed
for the financial year under review is mentioned in the
Corporate Governance Report of the Company.

In terms of Rule 7(2B) of the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016) the Company has
designated Mr Tapan Jain, Company Secretary and
Compliance Officer, as a Nodal Officer. These details
are also available on website of the Company i.e. www.
pncinfratech.com .

Cost Records

In terms of Rule 8(5) of Companies (Accounts) Rules,
2014, the Company is required to maintain cost
records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act,
2013 read with rule 3 of Companies (cost records and
audit) Rules, 2014 and accordingly such accounts and
records are made and maintained by the Company.

Policy on Prohibition, Prevention and Redressal of
Sexual Harassment of Women at Workplace

The Company has complied with the provisions relating
to the constitution of Internal Complaint Committee
and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
(India) and the Rules there under.

During the financial year ended March 31, 2025, the
Company has not received any complaint pertaining to
sexual harassment.

25. SIGNIFICANT AND MATERIAL ORDERS

On June 08, 2024, a team from the Central Bureau of
Investigation (CBI), Anti-Corruption Branch III (AC-III),
New Delhi, conducted a search and registered an FIR
naming the Company, its two directors, and several
other employees. The allegations were made under
Sections 7, 8, 9, 10, 11, and 12 of the Prevention of
Corruption Act, 1988 (as amended in 2018), along with
Section 120B of the Indian Penal Code. Subsequently,
on August 29, 2024, the Hon’ble High Court of Madhya
Pradesh at Jabalpur granted bail to all the employees
of the Company. After hearing the Company, its Special
Purpose Vehicles (SPVs), and the National Highways
Authority of India (NHAI), the Ministry of Road Transport
& Highways ("MoRTH"), by its order dated October 18,
2024, disqualified the Company and the two SPVs from
participating in the Ministry’s tender processes for a
period of one year, effective from the date of the order.

The Company alongwith its subsidiary companies
(SPVs) namely PNC Khajuraho Highways Private
Limited and PNC Bundelkhand Highways Private
Limited challenged the orders passed by MoRTH, Order
of Ld. Single Judge, Hon’ble High Court and subsequent
representations made by the Company & SPVs, MoRTH
vide its order dated February 06, 2025 reduced the
period of disqualification (debarment) from 1 year to
4 months from the date of original debarment order

i.e. October 18, 2024. In accordance with the MoRTH’
Order dated February 06, 2025, the disqualification/
debarment period of the Company & SPVs concluded
on February 17, 2025.

However, there were no impact on the ongoing
development, construction, operations and
maintenance activities of the Company and its
subsidiaries, including the two SPVs on account of the
aforesaid Orders.

There is no other significant and material order passed
by the Regulators or Courts or Tribunals impacting the
going concern status and Company’s operations in
future.

No regulatory action pending under Company law or
any other statutory act during FY 2024-25.

26. COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of
India on meeting of Board of Directors and General
Meetings.

27. GENERAL

Your Directors state that no disclosure or reporting is

required in respect of the following items as there were

no transactions on these matters during the year under

review:

i. Details relating to deposits covered under Chapter
V of the Act;

ii. Voluntary revision of Financial Statements or
Board’s Report;

iii. Issue of equity shares with differential rights as to
dividend, voting or otherwise;

iv. Managing Directors and Whole time Director
received Commission from the Company within
a regulatory limits of the Company Act 2013 but
Neither the Managing Director nor the Whole¬
time Directors of the Company received any
remuneration or commission from any of its
subsidiaries;

v. There was no instance of reporting of fraud by
auditors to the Audit Committee or the Board;

vi. There was no instance of any Employee Stock
Options, Equity Share with differential voting rights
as to dividend, voting or otherwise.;

vii. There was no proceeding pending under the
Insolvency and Bankruptcy Code, 2016;

viii. There was no instance of onetime settlement with
any Bank or Financial Institution.

ix. The Company was not in receipt of any loan
amount from any Director of the Company.

28. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the
stakeholders, banks and financial institutions,
clients, vendors, Intermediaries associated with the
Company. Your Directors also place on records their
appreciation for the contribution made by employees
at all levels.

Your Directors gratefully acknowledge the ongoing co¬
operation and support from various regulatory bodies,
NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEIDA,
MORTH, UP PWD, UP SWSM, AP Government, Ministry
of Corporate Affairs, BSE Limited, National Stock
Exchange of India Limited, Securities and Exchange
Board of India and other Central and State Government
agencies.

For and on behalf of the Board of Directors

Chakresh Kumar Jain Talluri Raghupati Rao

Place: Agra (Managing Director) (Whole-time Director)

Date: May 30, 2025 DIN:-00086768 DIN:-01207205

---

Mar 31, 2024

Your Directors are pleased to present the 25^th Annual Report of PNC Infratech Limited ("the Company" or "PNCIL") along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2024.

1. RESULTS OF OUR OPERATIONS

The financial performance of the Company for the year ended March 31,2024, on a Standalone and Consolidated basis, is summarized below:

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2. FINANCIAL PERFORMANCE On Standalone Basis

On a standalone basis, revenue of the Company for FY 2023-24 is '' 7,69,919.53 Lakhs as compared to '' 7,06,083.99 Lakhs in FY 2022-23. The Operating Profit (i.e. Earnings before Interest, Tax, Depreciation and Amortization) for FY 2023-24 is '' 127740.13 Lakhs as compared to '' 95388.26 Lakhs in FY 2022-23. The Profit before Tax for FY 2023-24 is '' 1,13,607.19 Lakhs as compared to '' 81,835.72 Lakhs in FY 2022-23. The Profit after Tax for FY 2023-24 is '' 84979.00 Lakhs as compared to '' 61147.36 Lakhs in FY 2022-23.

On Consolidated Basis

The Consolidated Revenue of the Company for FY 2023-24 is '' 8,64,989.78 Lakhs as compared to

'' 7,95,608.29 Lakhs in FY 2022-23. The Consolidated Operating Profit (i.e. Earnings before Interest, Tax, Depreciation and Amortization) for FY 2023-24 is '' 2,00,452.84 Lakhs as compared to '' 1,60,004.82 Lakhs in FY 2022-23. The Consolidated Profit before Tax for FY 2023-24 is '' 1,24,874.29 Lakhs as compared to '' 95,746.16 Lakhs in FY 2022-23. The Consolidated Profit after Tax, Minority Interest and Share in Profit / Loss of Associate for FY 2023-24 is '' 90,942.07 Lakhs as compared to '' 65,845.06 Lakhs in FY 2022-23.

3. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of the business during FY 2023-24.

Particulars	Standalone Results For the year ended as at		Consolidated Results For the year ended as at
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	7,69,919.53	7,06,083.99	8,64,989.78	7,95,608.29
Less: Total Expenses	6,59,088.62	6,28,075.65	7,48,263.87	7,07,925.01
Add/(Less): Share in profit/ (loss) of Associates	__	__	__	__
Profit/(Loss) before tax & prior period expenses	1,13,607.19	81,835.72	1,24,874.29	95,746.16
Add/(less): Prior period expense (Net)/Exceptional Item	..	..	..	..
Profit/(Loss) Before Tax	1,13,607.19	81,835.72	1,24,874.29	95,746.16
Less: Tax Expense (Net)	28,628.19	20,688.36	33,932.22	29,901.10
Profit /(Loss) After Tax	84,979.00	61,147.36	90,942.07	65,845.06
Earnings Per Share (Basic & Diluted)	33.13	23.84	35.45	25.67

4. STATE OF AFFAIRS & FUTURE OUTLOOK

During the year and up to the date of this Report, the Company has bid for and has been awarded LOA/become L1 for the

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"Construction of Western Bhopal Bypass as 4-lane with paved shoulders along with service road starts from km 424.0 of Jabalpur-Bhopal Road (NH-46) and end at km 21.0 of Bhopal-Dewas Road (SH-28) with a Design length of 40.90 km in the State of Madhya Pradesh on Hybrid Annuity Mode (HAM)" awarded to the Company vide Letter of Award dated January 16, 2024 by M.P Road Development Corporation Ltd. (MPRDC). For the execution of the said project new SPV has been incorporated namely "WESTERN BHOPAL BYPASS PRIVATE LIMITED"

"Construction of Four Lane Elevated Corridor/Flyover from Maharani Laxmibai Pratima to A.B. Road (N.H. 46) Near Girwai Police Chouki on Swarn Rekha River in Gwalior City (2nd phase) in the state of Madhya Pradesh on EPC Mode". In respect of the aforesaid project the Company has received a Letter of Acceptance from the Madhya Pradesh Public Works Department (M.P.P.W.D.) on February 26, 2024. The Company is presently executing the following major projects: A: Highways & Expressways
SN.	Sector	Name of Project
1.	National Highways	Four laning from Km.358.500 to Km.414.205, Challakere to Hariyur section of NH-150A, on Hybrid Annuity Mode under Bharatmala Pariyojna in the State of Karnataka.
2.	National Highways	Four laning of Meerut-Nazibabad section from Km 11.500 to Km 39.240 & from Km 86.590 to Km 112.545 of NH 119 (New NH-34) in the state of Uttar Pradesh under Bharatmala Pariyojana on HAM.
3.	National Highways	Construction of Six lane upgradable to Eight lane of Kanpur Lucknow Expressway including spur from km. 10.980 to km. 28.500 in the state of Uttar Pradesh on Hybrid Annuity Mode under Bharatmala Pariyojana (Package- 1).
4.	National Highways	Construction of Six lane upgradable to Eight lane of Kanpur Lucknow Expressway including spur from km. 28.500 to km. 73.744 in the state of Uttar Pradesh on Hybrid Annuity Mode under Bharatmala Pariyojana (Package- 2).
5.	National Highways	Improvement and Up-gradation of Existing Road to 4-lane with Paved Shoulder from Km 175.080 to Km 229.070 End of Hardoi Bypass to End of Hardoi District of NH-731 (Pkg-III) on Hybrid Annuity Mode under NH(O) in the state of Uttar Pradesh.
6.	National Highways	Four Laning of Sonauli - Gorakhpur section of NH-29E from Design Ch.0 000 to Design Ch.79 540 (from Existing Ch.0 000 to Existing Ch.80 295) on Hybrid Annuity Mode basis in the state of Uttar Pradesh.
7.	National Highways	Construction of 6 Lane with Access Controlled Greenfield Highway from km. 26.000 to km 97.000, MH/KN Border (Badadal) to Maradgi S Andola section of NH-150C (Package- II of Akkalkot to KN/ TS Border section) on Hybrid Annuity Mode under Bharatmala Pariyojna.
8.	National Highways	Four Laning of NH 530B from Mathura Bypass (Start) (Existing km.266.000 of SH 33 / Design Km.0.000) to Gaju Village (End) (Design Km.32.982) (Design Length= 32.982 km) in the State of Uttar Pradesh on Hybrid Annuity Mode (Package - 1B).
9.	National Highways	Four Laning of NH 530B from Gaju Village (Design km 32.982 Mathura-Aligarh District Boundary) to Devinagar Bypass (Existing Km.208.000 of SH 33(NH-530B)-(Design Km.66.000) (Design Length 33.018 km) in Uttar Pradesh on Hybrid Annuity Mode (Package - 1C).
10.	National Highways	Construction of 4-Lane Highway from km 49.155 to km 74.700 (Singraur Uphar to Baranpur Kadipur Ichauli) of NH-731a with paved shoulders (I/c Ganga Bridge) in the state of Uttar Pradesh on Hybrid Annuity Mode (Package - III).
B: Rural Drinking Water Supply & Irrigation Projects
11.	Drinking Water Supply Phase I	Construction of Haraulipur Group of Villages Surface & Ground Water Schemes in Hamirpur district incl. Commissioning and Operation & Maintenance for 10 Years.
12.	Drinking Water Supply Phase II	Survey, Design, Preparation of DPR, Construction, Commissioning and O&M for 10 Years of various Rural Water Supply Projects in the State of Uttar Pradesh as per Request for Proposals in Division "Devipatan" (District-Bahraich), in Division "Bareilly" (Districts Budaun & Philibhit) and in Division-"Aligarh" (District-Kasganj) in UP under Phase-II.

SN.	Sector	Name of Project
13.	Drinking Water Supply Phase III	Survey, Design, Preparation of DPR, Construction, Commissioning and O&M for 10 Years of various Rural Water Supply Projects in the State of Uttar Pradesh as per Request for Proposal in Division-"Bareilly" (District Budaun); in Division "Ayodhya" (District-Barabanki) and in Division "Aligarh" (District - Aligarh) under Phase-III.
14.	Irrigation	Upgradation of Canal System from Pothireddypadu Head Regulator, from foreshore of Srisailam Reservoir & improvements to existing SRBC/GNSS Canal
C:	Railway Project
15.	Haryana Orbit Rail Project	C-23: - Design and Construction of Civil Works (Earthwork, Bridges, Station Buildings, Retaining Walls and other miscellaneous Works) from km 29.58 to km 49.70 & from km 55.60 to km 61.50 and its connectivity to IR network from New Patli to Patli station & New Patli to Sultanpur station including modifications/civil works at Sultanpur Station in connection with laying of New BG Double Railway line of HORC project.

5. DIVIDEND

Keeping in the view of the Company’s performance, the Board of Directors have recommend Final Dividend of 30% i.e '' 0.60 per equity share of '' 2.00 each on, 25,65,39,165 no of equity shares, amounting of '' 15,39,23,499.00 for FY 2023-24.

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effective from April 01, 2020 and tax has been deducted at source on the Dividend at prevailing tax rates inclusive of applicable surcharge and cess based on information received by the Registrar and Transfer Agent ("RTA") and the Company from the Depositories.

6. TRANSFER TO RESERVES

The Board of Directors of the Company has not recommended for transfer of any amount to the General Reserve for the Financial Year ended March 31, 2024.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one (1) direct subsidiary and twenty- nine (29) step-down subsidiaries as on March 31, 2024. There are no associates or joint ventures of the Company. In accordance with Sec 129(3) of the Companies Act, 2013 (Act),a statement containing the salient features of the financial statement of the subsidiaries in prescribed format AOC-1 form the part of consolidated financial statement.

During the period under review, The Company has executed a Share Purchase Agreement dated January 15, 2024 and other related transaction documents, with inter alia PNC Infra Holdings Limited, Target

SPVs, Highways Infrastructure Trust (Purchaser) and Highway Concessions One Private Limited (acting as the Investment Manager of the Purchaser), for divestment of 12 highway assets of the Company (12 Target SPVs) wherein, target SPvs defined hereunder:

SN.	Target SPV
1.	PNC Rajasthan Highways Private Limited
2.	PNC Chitradurga Highways Private Limited
3.	PNC Aligarh Highways Private Limited
4.	PNC Bundelkhand Highways Private Limited
5.	PNC Khajuraho Highways Private Limited
6.	PNC Triveni Sangam Highways Private Limited
7.	PNC Bareilly Nainital Highways Private Limited
8.	PNC Challakere (Karnataka) Highways Private Limited
9.	PNC Bithur Kanpur Highways Private Limited
10.	PNC Unnao Highways Private Limited
11.	PNC Gomti Highways Private Limited
12.	PNC Meerut Haridwar Highways Private Limited

The Company has a material unlisted Subsidiary as defined under Regulation 16 of the SEBI Listing Regulations. Accordingly, the corporate governance requirements as applicable with respect to material unlisted subsidiary has been complied with.

The Company’s Audit Committee reviews the Consolidated Financial Statements of the Company as well as the Financial Statements of the Subsidiaries, including the investments made by the Subsidiaries. The Minutes of the Board Meetings, along with a report of the significant transactions and arrangements of the unlisted subsidiaries of the Company, as applicable, are placed before the Board of Directors of the Company.

The Company has formulated a policy for determining Material Subsidiaries and the Policy is disclosed on the Company’s website at the web link: https://www. pncinfratech.com/pdfs/policy-for-determining-material-subsidiaries-2022.pdf

8. MATERIAL CHANGE AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes that affecting the financial position of the Company.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, Your Directors’ confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 profit and loss of the Company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls which are followed by the Company and that such financial controls are adequate and are operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

10. CORPORATE GOVERNANCE

The Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations’) a separate report on corporate governance along with a certificate from the M/s DR Associates, Company Secretaries, on its compliance, forms an integral part of this report .

11. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company’s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the SEBI Listing Regulations.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During FY 2023-24, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013, rules issued there under and in compliance of the "Policy On Materiality And Dealing With Related Party Transactions" of the Company and in accordance with

Regulation 23 of the SEBI Listing Regulations. During FY 2023-24, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The details of the related party transactions as required under IND AS- 24 are set out in Notes to the standalone financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company’s website at the link: https://www.pncinfratech.com/ pdfs/policy-on-materiality-and-dealing-with-relatedparty-transactions-pnc.pdf

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of the Corporate Social Responsibility initiative, the Company has spent an amount of '' 1,437.40 Lakhs/-towards the various CSR activities during FY 2023-24. A report on CSR Activities as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, as amended is enclosed herewith as "Annexure-A".

A synopsis of the report of the independent agency for the CSR projects, to which impact assessment is applicable in terms of the provisions of Section 135 of the Act read with the CSR Rules, has been provided as part of the said annual report on CSR. The detailed report is available on the Company’s website at https:// www.pncinfratech.com/financials.html

The Company has adopted Corporate Social Responsibility Policy in line with Schedule-VII of Companies Act 2013 and amendment thereof, containing the activities to be undertaken by the Company as part of its CSR programs. The CSR Policy is disclosed on the website of the Company which can be accessed at https://www.pncinfratech.com/pdfs/ csr-policy-2022.pdf.

14. I NTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis.

15. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Policy is framed to address the importance of a diverse Board in harnessing the unique and individual

skills and experiences of various Members of the Board in such a way that it collectively benefits the business and the Company as whole. As on March 31, 2024, The Board consists of 10 directors, five of whom are executive directors and five non-executive directors.

The Board Diversity Policy of the Company on director’s appointment and other matters provided under sub section 3 of section 178 of the Companies Act, 2013 is available at the website of the Company and that can be accessed at https://www.pncinfratech.com/pdfs/ board-diversity-policy.pdf.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Yogesh Kumar Jain (DIN: 00086811) and Mr Anil Kumar Rao (DIN: 01224525), Directors retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Board recommends the reappointment of Mr Yogesh Kumar Jain and Mr Anil Kumar Rao for the consideration of the members of the Company at the ensuing annual general meeting.

During the year under review, Mr Bhupinder Kumar Sawhney has been resigned from the position of Chief Financial Officer (CFO) of the Company with effect from May 31, 2023 and Mr Devendra Kumar Agarwal appointed as Chief Financial Officer (CFO) of the Company with effect from August 30, 2023.

Pursuant to the provision of section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company as on March 31,2024 are:-

1. Mr Pradeep Kumar Jain, Chairman & Managing Director

2. Mr Chakresh Kumar Jain, Managing Director

3. Mr Yogesh Kumar Jain, Managing Director

4. Mr Anil Kumar Rao, Whole time Director

5. Mr Talluri Raghupati Rao, Whole time Director

6. Mr Devendra Kumar Agarwal, Chief Financial Officer

7. Mr Tapan Jain, Company Secretary

None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

Also, during the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

17. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) and Regulation 26 of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in the opinion of the Board, all the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) (a) of the Companies (Accounts) Rules, 2014.

Pursuant to Ministry of Corporate Affairs’ Notification No. G.S.R. 804(E) dated October 22, 2019, all the Independent Directors have registered themselves in the databank of Indian Institute of Corporate Affairs (IICA).

18. BOARD EVALUATION AND REMUNERATION

POLICY

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Policy for performance evaluation process of the Board, its Committees and Directors. NRC Policy of the Company is available on Company’s website at link https://www.pncinfratech.com/pdfs/ nrc-policy-2023.pdf.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were

evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

19. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A formal familiarization programme was conducted about the amendments in the Companies Act, 2013; Rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws of the Company. It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted.

The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, etc., through various programmes. These include orientation program upon induction of new Director, as well as other initiatives to update the Directors on an ongoing basis.

Further, the Company also makes periodic presentations at the Board and Committee meetings on various aspects of the Company’s operations including on Health and Safety, Sustainability, Performance updates of the Company, Industry scenario, Business Strategy, Internal Control and risks involved and Mitigation Plan.

20. HUMAN RESOURCES

The Company treats its "Human Resources" as one of its most important assets. The Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company believes in the promotion of talent internally through job rotation and job enlargement.

21. SHARE CAPITAL

During the year under review, the Company has not issued or allotted any equity shares with or without differential voting rights. The Paid - up Equity Share Capital of the Company as at March 31,2024 stood at '' 51,30,78,330/-

22. AUDITORS AND AUDITORS'' REPORT Statutory Auditors

At the 22nd Annual General Meeting held on 29th September, 2021, the shareholders approved the appointment of M/s NSBP & Co. (Firm Registration No. 001075N) Chartered Accountants, as Statutory

Auditors of the Company until the conclusion of 27th Annual General Meeting of the Company to be held in the year 2026.

Auditor''s Report

The Auditors’ have issued an unmodified Report for the year ended March 31, 2024 which is self explanatory hence, do not call for any comments from the Management under Section 134 of the Companies Act, 2013.

Cost Auditors

The Board had appointed M/s Rohit Bansal & Associates, Cost accountant, as Cost Auditor for conducting the audit of Cost Statements and Cost Records of the Company for the FY 2023-24 and Form CRA-2 for their appointment was duly filed by the Company with the Ministry of Corporate Affairs. The said Auditors have conducted the audit of Cost Statements and Cost records for the year ended March 31, 2024 and have submitted their report, which is self explanatory and do not call for any further comments.

The Company shall submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board further re-appointed M/s. Rohit Bansal & Associates, Cost Accountant, as Cost Auditor to conduct Cost Audit for FY 2024-25 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

Secretarial Auditors

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. DR Associates, Company Secretaries were appointed as Secretarial Auditors for FY 2023-24. The Secretarial Audit Report for the financial year ended on March 31, 2024 is annexed herewith marked as "Annexure-B" to this Report. There are no qualifications or adverse remark in their Report, hence, does not call for any comments/ explanation from the Management.

The Board further re- appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for FY 2024-25.

The Secretarial Audit Report of Material Unlisted Subsidiaries has been reviewed and there are no qualifications or adverse remark in their Report that forms an integral part of this report.

23. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company’ business.

24. DISCLOSURES Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI Listing Regulations 2015. The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The policy provides for a framework and process whereby concerns can be raised by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e-mail, or a letter for this purpose to the Vigilance Officer /Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the web link: https://www.pncinfratech.com/pdfs/vigil-mechanism-whistle-blower-policy-pnc-infratech-limited.pdf.

Meetings of the Board

Six meetings of the Board were held during the year. For details of meetings of the Board, Please refer to the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days.

Particulars of Loans given, Investments made, Guarantees given and securities provided

The Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013

(Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as the Company is engaged in the business of providing infrastructural facilities.

Details of the Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, if any, are given in the notes to the financial statements pertaining to the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in "Annexure-C" to this Report.

Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2023-24 is uploaded on the website of the Company www.pncinfratech.com.

Particulars of Employees and Related Disclosures

The information required pursuant to Section 197 (12) read with Rule 5 (1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as "Annexure-D".

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board’s report. However, as per Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Business Responsibility & Sustainability Report (BRSR)

SEBI Listing Regulations mandate the inclusion of BRSR from FY 2022-23 onwards as part of the Annual Report for top 1000 listed entities based on market capitalization calculated as on March 31 of every financial year. In compliance of SEBI listing Regulations, the Company has prepared the Business Responsibility and Sustainability Reporting (BRSR) for the FY 2023-24 is herewith annexed as "Annexure-E".

Dividend Distribution Policy

SEBI Listing Regulations also mandates for top 1000 listed entities based on market capitalization calculated as on March 31 of every financial year to formulate a dividend distribution policy (''the policy’). In Compliance of the same, the policy determining the distribution parameters of dividend to its shareholders was adopted by the Board of Directors. The Policy is available on the Company’s website at https://www.pncinfratech.com/ pdfs/dividend-distribution-policy.pdf.

Investor Education and Protection Fund (IEPF)

Pursuant to applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, details of all unclaimed amount of Dividend to be furnished through Form No. IEPF 2 each year and to be uploaded on Company’s Website, on the website of IEPF Authority. The amount of Dividend or any other such amount as referred in sub-section 2 of section 125 of the Act, which is unpaid or unclaimed for the financial year under review is mentioned in the Corporate Governance Report of the Company.

In terms of Rule 7(2B) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016) the Company has designated Mr Tapan Jain, Company Secretary and Compliance Officer, as a Nodal Officer. These details are also available on website of the Company i.e. www. pncinfratech.com.

Cost Records

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies (cost records and audit) Rules, 2014 and accordingly such accounts and records are made and maintained by the Company.

Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules there under.

During the financial year ended March 31, 2024, the Company has not received any complaint pertaining to sexual harassment.

25. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

There is neither any regulatory action initiated nor pending under Company law or any other statutory act during FY 2023-24.

26. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of Board of Directors and General Meetings.

27. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters during the year under review:

i. Details relating to deposits covered under Chapter V of the Act;

ii. Voluntary revision of Financial Statements or Board’s Report;

iii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iv. Managing Directors and Whole time Director received Commission from the Company within a regulatory limits of the Company Act 2013 but Neither the Managing Director nor the Wholetime Directors of the Company received any remuneration or commission from any of its subsidiaries;

v. There was no instance of reporting of fraud by auditors to the Audit Committee or the Board;

vi. There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise.;

vii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

viii. There was no instance of one-time settlement with any Bank or Financial Institution.

ix. The Company is not in receipt of any loan amount from any Director of the Company.

28. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the stakeholders, banks and financial institutions, clients, vendors, Intermediaries associated with the Company. Your Directors also place on records their appreciation for the contribution made by employees at all levels.

Your Directors gratefully acknowledge the ongoing cooperation and support from various regulatory bodies, NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEIDA, MORTH, UP PWD, UP SWSM, AP Government, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies.

For and on behalf of the Board of Directors

Sd/-

Chakresh Kumar Jain

(Managing Director) DIN:-00086768

Sd/-

Yogesh Kumar Jain

Place: Agra (Managing Director)

Date: May 24, 2024 DIN:-00086811

---

Mar 31, 2023

Your Directors are pleased to present the 24th Annual Report of PNC infratech Limited ("the Company" or "PNCIL") along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2023.

1. RESULTS OF OUR OPERATiONS

The financial performance of the Company for the year ended March 31,2023, on a Standalone and Consolidated basis, is summarized below:

2. FiNANCiAL PERFORMANCE On Standalone Basis

On a standalone basis, revenue of the Company for FY 2022-23 is '' 7,06,083.99 lakhs as compared to '' 6,30,550.34 lakhs in FY 2021-22. The Operating Profit (i.e. Earnings before Interest, Tax, Depreciation and Amortization) for FY 2022-23 is '' 9,53,88.26 lakhs as compared to '' 78,724.64 lakhs in FY 2021-22. The Profit before Tax for FY 2022-23 is '' 81,835.72 lakhs as compared to '' 63,142.67 lakhs in FY 2021-22. The Profit after Tax for FY 2022-23 is '' 61147.36 lakhs as compared to '' 44,783.12 lakhs in FY 2021-22.

On Consolidated Basis

The Consolidated Revenue of the Company for FY 202223 is '' 795608.29 lakhs as compared to '' 7,20,803.56

lakhs in FY 2021-22. The Consolidated Operating Profit (i.e. Earnings before Interest, Tax, Depreciation and Amortization) for FY 2022-23 is '' 1,60,004.82 lakhs as compared to '' 1,53,447.36 lakhs in FY 2021-22. The Consolidated Profit before Tax for FY 2022-23 is '' 95,746.16 lakhs as compared to '' 80,609.26 lakhs in FY 2021-22. The Consolidated Profit after Tax, Minority Interest and Share in Profit / Loss of Associate for FY 2022-23 is '' 65,845.06 lakhs as compared to '' 58,042.98 lakhs in FY 2021-22.

3. cHANGE iN NATuRE OF BuSINESS

There was no change in the nature of the business during the financial year 2022-23.

'' in lakhs (except EPS)
Particulars	Standalone Results For the year ended as at		consolidated Results For the year ended as at
	march 31, 2023	march 31, 2022	march 31, 2023	march 31, 2022
Revenue from Operations	7,06,083.99	6,30,550.34	7,95,608.29	7,20,803.56
Less: Total Expenses	6,28,075.65	5,72,831.26	7,07,925.01	6,48,907.93
Add/(Less): Share in profit/(loss) of Associates	--	--	--	--
Profit/(Loss) before tax & prior period expenses	81,835.72	63,142.67	95,746.16	80,794.26
Add/(less): Prior period expense (Net)/ Exceptional Item				(185.00)
Profit/(Loss) Before Tax	81,835.72	63,142.67	95,746.16	80,609.26
Less: Tax Expense (Net)	20,688.36	18,359.55	29,901.10	22,566.29
Profit /(Loss) After Tax	61,147.36	44,783.12	65,845.06	58,042.98
Earnings Per Share (Basic & Diluted)	23.84	17.46	25.67	22.63

4. state of affairs & future outlook

During the year and up to the date of this Report, the Company has bid for and has been awarded LOA/become L1 for the following projects: “Construction of 6-lane Greenfield Varanasi - Ranchi - Kolkata Highway from junction with Chandauli - Chainpur Road near Khainti village to junction with Bhabhua - Adhaura road near Palka village (from km 27 000 to km 54 000) under Bharatmala Pariyojana in the state of Bihar on Hybrid Annuity Mode (Package 2)" awarded to the Company vide Letter of Award dated March 31,2023 by National Highways Authority of India.

For the execution of the said project new SPV has been incorporated namely "VARANASI KOLKATA HIGHWAY PACKAGE 2 PRIVATE LIMITED" “Construction of 6-lane Greenfield Varanasi - Ranchi - Kolkata Highway from junction with Bhabhua - Adhaura Road in Bhairopur village to Konki village (from km 54 000 to km 90 000, PKG-3, Total length= 36Km) under Bharatmala Pariyojana in the state of Bihar on Hybrid Annuity Mode (Package 3)" awarded to the Company vide Letter of Award dated March 31,2023 by National Highways Authority of India.

For the execution of the said project new SPV has been incorporated namely “VARANASI KOLKATA HIGHWAY PACKAGE 3 PRIVATE LIMITED"

“Construction of 6-lane Greenfield Varanasi-Ranchi-Kolkata Highway from Pachmon village to Anarbansalea village (from km H6 000 to km 151 200; , Pkg-6, Total Length = 35.2 Km), under Bharatmala Pariyojana in the state of Bihar on Hybrid Annuity Mode (Package 6) " awarded to the Company vide Letter of Award dated March 31,2023 by National Highways Authority of India.

For the execution of the said project new SPV has been incorporated namely “VARANASI KOLKATA HIGHWAY PACKAGE 6 PRIVATE LIMITED"

“Design and Construction of Civil Works (Earthwork, Bridges, Station Buildings, Retaining Walls and other miscellaneous Works) from km 29.68 to 49.70 and from km 55.60 to 61.50 and its connectivity to Indian Railways network from New Patli to Patli Station & New Patli to Sultanpur Station incldg. modifications/ civil works at Sultanpur Station in connection with laying of New BG Double Railway Line of HORC Project, in Haryana."

In respect of the aforesaid project the Company has received Notification of Intention to Award from Haryana Rail Infrastructure Development Corporation Limited (Authority) dated March 20, 2023 and a Letter of Acceptance from the Authority on April 06, 2023.

“Construction of 4-lane highway from Km 49.155 to Km 74.700 (Singraur Uphar to Baranpur Kadipur Ichauli) of NH-731A with paved shoulders (i/c Ganga Bridge) in the state of Uttar Pradesh on Hybrid Annuity Mode (Package-III)".

In respect of the aforesaid project the Company has received a Letter of Acceptance from the Ministry of Road Transport & Highways (MORT&H) on April 21,2023.

For the execution of the said project new SPV has been incorporated namely “PRAYAGRAJ KAUSHAMBI HIGHWAY PACKAGE 3 PRIVATE LIMITED"

The Company is presently executing the following major projects:

A: Highways & Expressways
SN.	Sector	Name of Project
1	National Highways	Construction of NH-56, 4-lane bypass connecting NH-56 at Km. 17 400 and terminating near Behta Village Road (from km. 0.000 to 32.000/31.489) in the state of Uttar Pradesh under NHDP Phase-VII on EPC mode (Lucknow Ring Road - Package-I).
2	National Highways	Four laning from Km.358.500 to Km.414.205, Challakere to Hariyur section of NH-150A, on Hybrid Annuity Mode under Bharatmala Pariyojna in the State of Karnataka.
3	National Highways	Four laning of Aligarh-Kanpur section from Km 356.000 (Design chainage 373.085) to Km 414.000(Design chainage 433.728) (Package-V) from Mitrasen-Kanpur) of NH-91 in the State of Uttar Pradesh on Hybrid Annuity mode under Bharatmala Pariyojana
4	National Highways	Rehabilitation & Upgradation from 2 lane to 4 lane of NH stretch under Bharatmala Pariyojana for Unnao-Lalganj section of new NH-31 (old NH-232A) on Hybrid Annuity Mode in the state of Uttar Pradesh & Design Chainage Km 0.000 to 70.000
5	National Highways	Four laning of Jagdishpur-Faizabad Section from 47.800 to 108.020) of NH-330A in the State of Uttar Pradesh on Hybrid Annuity Mode
6	National Highways	Four laning of Meerut-Nazibabad section from Km 11.500 to Km 39.240 & from Km 86.590 to Km 112.545 of NH 119 (New NH-34) in the state of Uttar Pradesh under Bharatmala Pariyojana on HAM.
7	National Highways	Construction of 8 Lane access-controlled expressway starting from Junction with NH-47 near Bhamaiya village & ending at Junction with SH-175 in Baletiya village in Panchmahal Dt. (design Ch. 328 500 to 351 000) section of Delhi-Vadodara Greenfield Alignment (NH-148N) on EPC Mode under Bharatmala Pariyojana in the State of Gujarat Pkg-29

SN.	Sector	Name of Project
8	National Highways	Construction of 8 Lane access-controlled expressway starting from Junction with SH-63 near Pratap Nagar village & ending at junction with NE-1 near Dodka village of Vadodara Dt. (Design Ch. 372 500 to 391 962) section of Delhi-Vadodara Greenfield Alignment (NH-148N) on EPC Mode under Bharatmala Pariyojana in the State of Gujarat Pkg-31
9	National Highways	Construction of Six lane upgradable to Eight lane of Kanpur Lucknow Expressway including spur from km. 10.980 to km. 28.500 in the state of Uttar Pradesh on Hybrid Annuity Mode under Bharatmala Pariyojana (Package- 1).
10	National Highways	Construction of Six lane upgradable to Eight lane of Kanpur Lucknow Expressway including spur from km. 28.500 to km. 73.744 in the state of Uttar Pradesh on Hybrid Annuity Mode under Bharatmala Pariyojana (Package- 2).
11	National Highways	Improvement and Up-gradation of Existing Road to 4-lane with Paved Shoulder from Km 175.080 to 229.070, End of Hardoi Bypass to End of Hardoi District of NH-731 (Pkg-III) on Hybrid Annuity Mode under NH(O) in the state of Uttar Pradesh.
12	National Highways	Four Laning of Sonauli - Gorakhpur section of NH-29E from Design Ch.0 000 to Design Ch.79 540 (from Existing Ch.0 000 to Existing Ch.80 295) on Hybrid Annuity Mode basis in the state of Uttar Pradesh.
13	National Highways	Construction of 6 Lane with Access Controlled Greenfield Highway from km. 26.000 to km 97.000, MH/KN Border (Badadal) to Maradgi S Andola section of NH-150C (Package- II of Akkalkot to KN/ TS Border section) on Hybrid Annuity Mode under Bharatmala Pariyojna.
14	National Highways	Four Laning of NH 530B from Mathura Bypass (Start) (Existing km.266.000 of SH 33 / Design Km.0.000) to Gaju Village (End) (Design Km.32.982) (Design Length= 32.982 km) in the State of Uttar Pradesh on Hybrid Annuity Mode (Package - 1B).
15	National Highways	Four Laning of NH 530B from Gaju Village (Design km 32.982 Mathura-Aligarh District Boundary) to Devinagar Bypass (Existing Km.208.000 of SH 33(NH-530B)-(Design Km.66.000) (Design Length 33.018 km) in Uttar Pradesh on Hybrid Annuity Mode (Package - 1C).
B: Irrigation & Rural Drinking Water Supply Projects
SN.	Sector	Name of the Project
16	Irrigation	Upgradation of Canal System from Pothireddypadu Head Regulator, from foreshore of Srisailam Reservoir & improvements to existing SRBC/GNSS Canal
17	Drinking Water Supply Phase 1	Construction of Haraulipur Group of Villages Surface & Ground Water Schemes in Hamirpur district incl. Commissioning and Operation & Maintenance for 10 Years.
18	Drinking Water Supply Phase II	Survey, Design, Preparation of DPR, Construction, Commissioning and O&M for 10 Years of various Rural Water Supply Projects in the State of Uttar Pradesh as per Request for Proposals in Division “Devipatan" (District-Bahraich), in Division “Bareilly" (Districts Budaun & Philibhit) and in Division-“Aligarh" (District-Kasganj) in UP under Phase-II.
19	Drinking Water Supply Phase III	Survey, Design, Preparation of DPR, Construction, Commissioning and O&M for 10 Years of various Rural Water Supply Projects in the State of Uttar Pradesh as per Request for Proposal in Division-“Bareilly" (District Budaun); in Division “Ayodhya" (District-Barabanki) and in Division “Aligarh" (District - Aligarh) under Phase-III.

5. DIVIDEND

Keeping in the view of the Company’s performance, the Board of Directors have recommend Final Dividend of 25% i.e '' 0.50 per equity shares of '' 2/- (Two) each on, 25, 65, 39,165 no. of equity shares, amounting of '' 1,282.70 lakhs for the financial Year 2022-23.

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effective from April 01, 2020 and tax has been deducted at source on the

Dividend at prevailing tax rates inclusive of applicable surcharge and cess based on information received by the Registrar and Transfer Agent ("RTA") and the Company from the Depositories.

6. TRANSFER TO RESERVES

The Board of Directors of the Company has not recommended for transfer of any amount to the General Reserve for the Financial Year ended March 31, 2023.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one (!) direct subsidiary and twenty- four (24) step-down subsidiaries as on March 31, 2023. There are no associates or joint ventures of the Company. In accordance with Sec 129(3) of the Companies Act, 2013 (Act), a statement containing the salient features of the financial statement of the subsidiary Companies in the prescribed format AOC-1 forms part of consolidated financial statement.

During the period under review, the Company has concluded the divestment process of Ghaziabad Aligarh Project on May 26, 2022 and the asset handed over to Cube Highways and Infrastructure Pte Limited ("Cube Highways"), hence Ghaziabad Aligarh expressway Private Limited (GAEpL) ceased to be its Associate Company.

During the period under review, the Company has executed a Share Purchase Agreement dated February 28, 2023 and other related transaction documents, with BF Infrastructure Limited (BFIL), for sale of its entire shareholding in Ferrovia Transrail Solutions private limited (FTSpL) and the said sale has been completed on March 02, 2023, hence FTSPL ceased to be its subsidiary Company.

The Company has a material unlisted Subsidiary as defined under Regulation 16 of the SEBI Listing Regulations. Accordingly, the corporate governance requirements as applicable with respect to material unlisted subsidiary has been complied with.

The Company’s Audit Committee reviews the Consolidated Financial Statements of the Company as well as the Financial Statements of the Subsidiaries, including the investments made by the Subsidiaries. The Minutes of the Board Meetings, along with a report of the significant transactions and arrangements of the unlisted subsidiaries of the Company, as applicable, are placed before the Board of Directors of the Company.

The Company has formulated a policy for determining Material Subsidiaries and the Policy is disclosed on the Company’s website at the web link: https://www. pncinfratech.com/pdfs/policy-for-determining-material-subsidiaries-2022.pdf

8. material change affecting the financial position of the company

Following step-down wholly owned subsidiaries has been incorporated after the closure of the financial year 2022-23 as under:

a) VARANASI KOLKATA HIGHWAY PACKAGE 2 PRIVATE LIMITED

b) VARANASI KOLKATA HIGHWAY PACKAGE 3

PRIVATE LIMITED

c) VARANASI KOLKATA HIGHWAY PACKAGE 6

PRIVATE LIMITED

d) PRAYAGRAJ KAUSHAMBI HIGHWAY PACKAGE 3 PRIVATE LIMITED

All the aforesaid companies have been incorporated as wholly owned subsidiary of PNC INFRA HOLDINGS LIMITED which is itself a wholly owned subsidiary of PNC Infratech Limited.

9. directors'' responsibility statement

Pursuant to Section 134 (5) of the Companies Act, 2013, Your Directors’ confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 profit and loss of the Company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls which are followed by the Company and that such financial controls are adequate and are operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

10. corporate governance

The Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations’) a separate report on corporate governance along with a certificate from the M/s DR Associates, Company Secretaries, on its compliance, forms an integral part of this report .

11. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company’s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the SEBI Listing Regulations.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2022-23, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013, rules issued there under and in compliance of the “Policy On Materiality And Dealing With Related Party Transactions" of the Company and in accordance with Regulation 23 of the SEBI Listing Regulations.

During the financial year 2022-23, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The details of the related party transactions as required under IND AS- 24 are set out in Notes to the standalone financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company’s website at the link: https://www.pncinfratech.com/ pdfs/policy-on-materiality-and-dealing-with-relatedparty-transactions-pnc.pdf

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of the Corporate Social Responsibility initiative, the Company has spent an amount of '' 1,276.63 lakhs towards the various CSR activities during the financial year 2022-23. A report on CSR Activities as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, as amended is enclosed herewith as “Annexure-A".

The Company has adopted Corporate Social Responsibility Policy in line with Schedule-VII of Companies Act 2013 and amendment thereof, containing the activities to be undertaken by the Company as part of its CSR programs. The CSR Policy is disclosed on the website of the Company which can be accessed at https://www.pncinfratech.com/pdfs/ csr-policy-2022.pdf.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis.

15. POLICY ON DIRECTOR''S APPOINTMENT AND

remuneration

The Policy is framed to address the importance of a diverse Board in harnessing the unique and individual skills and experiences of various Members of the Board in such a way that it collectively benefits the business and the Company as whole. As on March 31, 2023, the Board consists of ten directors, five of whom are executive directors and five non-executive directors.

The Board Diversity Policy of the Company on director’s appointment and other matters provided under sub section 3 of section 178 of the Companies Act, 2013 is

available at the website of the Company and that can be accessed at https://www.pncinfratech.com/pdfs/ board-diversity-policy.pdf.

16. DIRECTORS AND KEY MANAGERiAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Chakresh Kumar Jain (DIN: 00086768) and Mr. Talluri Raghupati Rao (DIN: 01207205), Directors retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Board recommends the reappointment of Mr. Chakresh Kumar Jain and Mr. Talluri Raghupati Rao for the consideration of the members of the Company at the ensuing annual general meeting.

Pursuant to the provisions of section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company as on March 31,2023 are:-

1. Mr. Pradeep Kumar Jain, Chairman & Managing Director

2. Mr. Chakresh Kumar Jain, Managing Director

3. Mr. Yogesh Kumar Jain, Managing Director

4. Mr. Anil Kumar Rao, Whole time Director

5. Mr. Talluri Raghupati Rao, Whole time Director

6. Mr. Bhupinder Kumar Sawhney, Chief Financial Officer

7. Mr. Tapan Jain, Company Secretary

None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

Also, during the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

After the closure of the financial year 2022-23, Mr. Bhupinder Kumar Sawhney resigned from the post of Chief Financial Officer of the Company w.e.f. May, 31, 2023.

17. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of

the Companies Act, 2013 and Regulation 16(1) (b) and Regulation 26 of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in the opinion of the Board, all the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) (a) of the Companies (Accounts) Rules, 2014.

Pursuant to Ministry of Corporate Affairs’ Notification No.G.S.R. 804(E) dated October 22, 2019, all the Independent Directors have registered themselves in the databank of Indian Institute of Corporate Affairs (IICA).

18. BOARD EVALUATION AND REMUNERATION POLICY

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Policy for performance evaluation process of the Board, its Committees and Directors. NRC Policy of the Company is available on Company’s website at link https://www.pncinfratech.com/pdfs/ nrc-policy-2023.pdf.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

19. FAMILIARIZATION PROGRAM FOR BOARD MEMBERS

A formal familiarization program was conducted about the amendments in the Companies Act, 2013; Rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws of the Company. It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted.

The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, etc., through various programs. These include orientation program upon induction of new Director, as well as other initiatives to update the Directors on an ongoing basis.

Further, the Company also makes periodic presentations at the Board and Committee meetings on various aspects of the Company’s operations including on Health and Safety, Sustainability, Performance updates of the Company, Industry scenario, Business Strategy, Internal Control and risks involved and Mitigation Plan.

20. HUMAN RESOURCES

The Company treats its "Human Resources" as one of its most important assets. The Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company believes in the promotion of talent internally through job rotation and job enlargement.

21. SHARE CAPITAL

During the year under review, the Company has not issued or allotted any equity shares with or without differential voting rights. The Paid - up Equity Share Capital of the Company as at March 31,2023 stood at '' 51,30,78,330/-

22. AUDITORS AND AUDITORS'' REPORT Statutory Auditors

At the 22nd Annual General Meeting held on September 29, 2021, the shareholders approved the appointment of M/s NSBP & Co. (Firm Registration No. 001075N) Chartered Accountants, as Statutory Auditors of the Company until the conclusion of 27th Annual General Meeting of the Company to be held in the year 2026.

Auditor''s Report

The Auditors’ have issued an unmodified Report for the year ended March 31, 2023 which is self explanatory

hence, do not call for any comments from the Management under Section 134 of the Companies Act, 2013.

Cost Auditors

The Board had appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors for conducting the audit of Cost Statements and Cost Records of the Company for the financial year 2022-23 and Form CRA-2 for their appointment was duly filed by the Company with the Ministry of Corporate Affairs. The said Auditors have conducted the audit of Cost Statements and Cost records for the year ended March 31, 2023 and have submitted their report, which is self explanatory and do not call for any further comments.

The Company shall submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board further appointed M/s. Rohit Bansal & Associates, Cost Accountants, as Cost Auditors to conduct Cost Audit for the financial year 2023-24 and their remuneration have also been recommended for the ratification and approval of the Shareholders.

Secretarial Auditors

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. DR Associates, Company Secretaries were appointed as Secretarial Auditors for the financial year 2022-23. The Secretarial Audit Report for the financial year ended on March 31, 2023 is annexed herewith marked as "Annexure-B" to this Report. There are no qualifications or adverse remark in their Report, hence, does not call for any comments/explanation from the Management.

The Board further re- appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report of Material Unlisted Subsidiaries has been reviewed and there are no qualifications or adverse remark in their Report that forms an integral part of this report.

23. management discussion & analysis

In terms of the provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company’ business.

24. DISCLOSURES Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI Listing Regulations 2015. The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The policy provides for a framework and process whereby concerns can be raised by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e-mail, or a letter for this purpose to the Vigilance Officer /Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the web link: https://www.pncinfratech.com/pdfs/vigil-mechanism-whistle-blower-policy-pnc-infratech-limited.pdf.

Meetings of the Board

Five meetings of the Board were held during the year. For details of meetings of the Board, Please refer to the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days.

Particulars of Loans given, Investments made, Guarantees given and securities provided

The Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as the Company is engaged in the business of providing infrastructural facilities.

Details of the Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013,

if any, are given in the notes to the financial statements pertaining to the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in "Annexure-C" to this Report.

Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the copy of the Annual Return for FY 2022-23 is uploaded on the website of the Company www.pncinfratech.com.

Particulars of Employees and Related Disclosures

The information required pursuant to the provisions of Section 197 (12) read with Rule 5 (1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as "Annexure-D".

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board’s report. However, as per Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Business Responsibility & Sustainability Report (BRSR)

SEBI Listing Regulations mandate the inclusion of BRSR from FY 2022-23 onwards as part of the Annual Report for top 1000 listed entities based on market capitalization calculated as on March 31 of every financial year. In compliance of SEBI listing Regulations, the Company has prepared the Business Responsibility and Sustainability Reporting (BRSR) for the financial year 2022-23 is herewith annexed as "Annexure-E".

Dividend Distribution Policy

SEBI Listing Regulations also mandates for top 1000 listed entities based on market capitalization calculated

as on March 31 of every financial year to formulate a dividend distribution policy (''the policy’). In Compliance of the same, the policy determining the distribution parameters of dividend to its shareholders was adopted by the Board in their meeting held on December 07, 2016. The Policy is available on the Company’s website at https://www.pncinfratech.com/pdfs/dividend-distribution-policy.pdf.

Investor Education and Protection Fund (IEPF)

Pursuant to applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, details of all unclaimed amount of Dividend to be furnished through Form No. IEPF 2 each year and to be uploaded on Company’s Website, on the website of IEPF Authority. The amount of Dividend or any other such amount as referred in sub-section 2 of section 125 of the Act, which is unpaid or unclaimed for the financial year under review is mentioned in the Corporate Governance Report of the Company.

In terms of Rule 7(2B) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016) the Company has designated Mr. Tapan Jain, Company Secretary and Compliance Officer, as a Nodal Officer. These details are also available on website of the Company i.e. www. pncinfratech.com.

Cost Records

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies (cost records and audit) Rules, 2014 and accordingly such accounts and records are made and maintained by the Company.

Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules there under.

During the financial year ended March 31, 2023, the Company has not received any complaint pertaining to sexual harassment.

25. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

There is neither any regulatory action initiated nor pending under Company law or any other statutory act during FY 2022-23.

26. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the institute of Company Secretaries of India on meeting of Board of Directors and General Meetings.

27. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters during the year under review:

i. Details relating to deposits covered under Chapter V of the Act;

ii. Voluntary revision of Financial Statements or Board’s Report;

iii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iv. Managing Directors and Whole time Director received Commission from the Company within a regulatory limits of the Company Act, 2013 but Neither the Managing Director nor the Wholetime Directors of the Company received any remuneration or commission from any of its subsidiaries;

v. There was no instance of reporting of fraud by auditors to the Audit Committee or the Board;

vi. There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise.;

vii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

viii. There was no instance of onetime settlement with any Bank or Financial Institution.

ix. The Company is not in receipt of any loan amount from any Director of the Company.

28. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the stakeholders, banks and financial institutions, clients, vendors, Intermediaries associated with the Company. Your Directors also place on records their appreciation for the contribution made by employees at all levels.

Your Directors gratefully acknowledge the ongoing cooperation and support from various regulatory bodies, NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEIDA, MORTH, UP PWD, UP SWSM, AP Government, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange

Board of India and other Central and State Government agencies.

For and on behalf of the Board of Directors ofPNC infratech Limited

Sd/-

Place: Agra Chakresh Kumar Jain

Date: May 26, 2023 (Managing Director)

DIN:-00086768

Sd/-

Yogesh Kumar Jain

(Managing Director) DIN:-00086811

---

Mar 31, 2022

Your Directors are pleased to present the 23rd Annual Report of PNC Infratech Limited ("the Company" or "PNCIL") along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2022.

1. RESULTS OF OUR OPERATIONS

The financial performance of the Company for the year ended March 31,2022, on a Standalone and Consolidated basis, is summarized below:

2. FINANCIAL PERFORMANCE On Standalone Basis

On a standalone basis, revenue of the Company for FY 2021-22 is '' 6,30,550.34 lakhs as compared to '' 4,92,541.86 lakhs in FY 2020-21. The Operating Profit (i.e. Earnings before Interest, Tax, Depreciation and Amortization) for FY 2021-22 is '' 78,724.64 lakhs as compared to '' 67,660.72 lakhs in FY 2020-21. The Profit before Tax for FY 2021-22 is '' 63,142.67 lakhs as compared to '' 55,850.44 lakhs in FY 2020-21. The Profit after Tax for FY 2021-22 is '' 44,783.12 lakhs as compared to '' 36,194.62 lakhs in FY 2020-21.

On Consolidated Basis

The Consolidated Revenue of the Company for FY 2021-22 is '' 7,20,803.56 lakhs as compared to

'' 5,78,756.85 lakhs in FY 2020-21. The Consolidated Operating Profit (i.e. Earnings before Interest, Tax, Depreciation and Amortization) for FY 2021-22 is '' 1,53,447.36 lakhs as compared to '' 1,42,172.32 lakhs in FY 2020-21. The Consolidated Profit before Tax for FY 2021-22 is '' 80,609.26 lakhs as compared to '' 73,987.89 lakhs in FY 2020-21. The Consolidated Profit after Tax, Minority Interest and Share in Profit / Loss of Associate for FY 2021-22 is '' 58,042.98 lakhs as compared to '' 49,690.25 lakhs in FY 2020-21.

3. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of the business during the financial year 2021-22.

'' in lakhs (except EPS)
Particulars	Standalone Results		Consolidated Results
	For the year ended as at		For the year ended as at
	March 31, 2022	March 31, 2021	March 31, 2022 |	March 31, 2021
Revenue from Operations	6,30,550.34	4,92,541.86	7,20,803.56	5,78,756.85
Less: Total Expenses	5,72,831.26	4,43,830.39	6,48,907.93	5,15,515.87
Profit/(Loss) before tax & prior period expenses	63,142.67	55,850.44	80,794.26	73,987.89
Add/(less): Prior period expense (Net)/ Exceptional Item	--	--	(185.00)	--
Profit/(Loss) Before Tax	63,142.67	55,850.44	80,609.26	73,987.89
Less: Tax Expense (Net)	18,359.55	19,655.82	22,566.28	24,724.33
Profit /(Loss) After Tax	44,783.12	36,194.62	58,042.98	49,263.56
Add/(Less): Share in profit/(loss) of Associates	--	--	--	426.69
Profit for the year after share of profit/(Loss) in Associate	44,783.12	36,194.62	58,042.98	49,690.25
Earnings Per Share (Basic & Diluted)	17.46	14.11	22.63	19.37

4. STATE OF AFFAIRS & FUTURE OUTLOOK

During the year and up to the date of this Report, the Company has bid for and has been awarded LOA/become L1 for the following projects:

“Construction of Six Lane upgradable to Eight Lane of Kanpur Lucknow Expressway including spur from km. 10.980 to km. 28.500 under Bharatmala Pariyojana (Package-1) on Hybrid Annuity Mode in the State of Uttar Pradesh" awarded to the Company vide Letter of Award dated March 15, 2022 by National Highways Authority of India.

For the execution of the said project new SPV has been incorporated namely “KANPUR LUCKNOW EXPRESSWAY PRIVATE LIMITED"

“Improvement and Upgradation of Existing Road to 4-Lane with Paved Shoulder from km 174.641 to 229.070 End of Hardoi Bypass to End of Hardoi District of NH-731(Pkg-III) on Hybrid Annuity Mode in the State of Uttar Pradesh"

awarded to the Company vide Letter of Award dated March 16, 2022 by National Highways Authority of India.

For the execution of the said project new SPV has been incorporated namely “HARDOI HIGHWAYS PRIVATE LIMITED"

“Construction of Six Lane upgradable to Eight Lane of Kanpur Lucknow Expressway including spur from km. 28.500 to km. 73.744 under Bharatmala Pariyojana (Package-2) on Hybrid Annuity Mode in the State of Uttar Pradesh" awarded to the Company vide Letter of Award dated March 15, 2022 by National Highways Authority of India.

For the execution of the said project new SPV has been incorporated namely “AWADH EXPRESSWAY PRIVATE LIMITED"

“Four Laning of Sonauli-Gorakhpur section of NH-29E from Design Ch. 0 000 to Design Ch. 79 540 (From Existing Ch. 0 000 to Existing Ch. 80 295) on Hybrid Annuity Mode in the State of Uttar Pradesh" awarded to the Company vide Letter of Award dated March 30, 2022 by National Highways Authority of India.

For the execution of the said project new SPV has been incorporated namely “SONAULI GORAKHPUR HIGHWAYS PRIVATE LIMITED"

“Construction of Six Lane with Access Controlled Greenfield Highway from km. 26.000 to km 97.000, MH/KN Border (Badadal) to Maradgi S Andola section of NH-150C (Package -II of Akkalkot to KN/TS Border Section) under Bharatmala Pariyojna on Hybrid Annuity Mode" awarded to the Company vide Letter of Award dated March 30, 2022 by National Highways Authority of India.

For the execution of the said project new SPV has been incorporated namely “AKKALKOT HIGHWAYS PRIVATE LIMITED"

“Four Laning of NH 530B from Mathura Bypass (Start) (Existing km. 266.000 of SH 33/ Design Km 0.000) to Gaju Village (End) (Design Km. 32.982) (Design Length= 32.982 km) on Hybrid Annuity Mode in the State of Uttar Pradesh (Package 1B)" awarded to the Company vide Letter of Award dated March 29, 2022 by National Highways Authority of India.

For the execution of the said project new SPV has been incorporated “YAMUNA HIGHWAYS PRIVATE LIMITED"

“Four Laning of NH 530B from Gaju Village (Design km 32.982 Mathura-Aligarh District Boundary) to Devinagar Bypass (Existing Km. 208.000 of SH 33(Nh- 530B) - (Design Km. 66.000) (Design Length 33.018km) on Hybrid Annuity Mode in the State of Uttar Pradesh (Package 1C)" awarded to the Company vide Letter of Award dated March 25, 2022 by National Highways Authority of India.

For the execution of the said project new SPV has been incorporated “HATHRAS HIGHWAYS PRIVATE LIMITED"

The Company is presently executing the following major projects:

HIGHWAYS
Sr.	Category	Name of the Project
1	National Highways	Construction of NH-56, 4-lane bypass connecting NH-56 at Km. 17 400 and terminating near Behta Village Road (from km. 0.000 to 32.000/31.489) in the state of Uttar Pradesh under NHDP Phase-VII on EpC mode (Lucknow Ring Road - Package-I).
2	National Highways	6-laning of Chakeri to Allahabad Section of NH-2 from km.483.687 to km.628.753 (Design Length-145.07 km) in Uttar Pradesh under NHDP Ph.-V on Hybrid Annuity Mode.
3	National Highways	Four laning of Bhojpur to Buxar Section, design Chainage from 77.100 to 125.00 (NH-84) in the state of Bihar under NHDP Phase-III on EPC Mode.
4	National Highways	Four laning of Koilwar to Bhojpur Section, design Chainage from 33.250 to 77.100 (NH-30 & 84) in the state of Bihar under NHDP Phase-III on EPC Mode.
5	National Highways	Four laning from Km.358.500 to Km.414.205, Challakere to Hariyur section of NH-150A, on Hybrid Annuity Mode under Bharatmala Pariyojna in the State of Karnataka.
6	National Highways	Four laning of Aligarh-Kanpur section from Km 356.000 (Design chainage 373.085) to Km 414.000(Design chainage 433.728) (Package-V) from Mitrasen-Kanpur) of NH-91 in the State of Uttar Pradesh On Hybrid Annuity mode under Bharatmala Pariyojana.
7	National Highways	Rehabilitation & Upgradation from 2 lane to 4 lane of NH stretch under Bharatmala Pariyojana for Unnao-Lalganj section of new NH-31 (old NH-232A) on Hybrid Annuity Mode in the state of Uttar Pradesh & Design Chainage Km 0.000 to 70.000.
8	National Highways	Four laning of Jagdishpur-Faizabad Section from 47.800 to 108.020) of NH-330Ain the State of Uttar Pradesh on Hybrid Annuity Mode.
9	National Highways	Four laning of Meerut-Nazibabad section from Km 11.500 to Km 39.240 & from Km 86.590 to Km 112.545 of NH 119 (New NH-34) in the state of Uttar Pradesh under Bharatmala Pariyojana on Hybrid Annuity Mode.
10	State Expressway	Construction of Access Controlled Nagpur-Mumbai Super Communication Expressway (Maharashtra Samruddhi Mahamarg) in Maharashtra on EPC Mode, Package 4 from Km. 162.667 to 217.023 in Section-Village Donad Bk. to Village Janunakh in District Washim.

HIGHWAYS
Sr.	Category	Name of the Project
11	National Highways	Construction of 8 Lane access-controlled expressway starting from Junction with NH-47 near Bhamaiya village & ending at Junction with SH-175 in Baletiya village in Panchmahal Dt. (design Ch. 328 500 to 351 000) section of Delhi-Vadodara Greenfield Alignment (NH-148N) on EPC Mode under Bharatmala Pariyojana in the State of Gujarat Pkg-29.
12	National Highways	Construction of 8 Lane access-controlled expressway starting from Junction with SH-63 near Pratap Nagar village & ending at junction with NE-1 near Dodka village of Vadodara Dt. (Design Ch. 372 500 to 391 962) section of Delhi-Vadodara Greenfield Alignment (NH-148N) on EPC Mode under Bharatmala Pariyojana in the State of Gujarat Pkg-31.
Rural Drinking Water Supply and Irrigation Projects
13	Irrigation	Upgradation of Canal System from Pothireddypadu Head Regulator, from foreshore of Srisailam Reservoir & improvements to existing SrBc/GNSS Canal from Banakacherla Complex to Gorakallu Balancing Reservoir.
14	Drinking Water Supply Ph. I	Construction of Haraulipur Group of Villages Surface & Ground Water Schemes in Hamirpur district incl. Commissioning and Operation & Maintenance for 10 Years.
15	Drinking Water Supply Ph. II	Survey, Design, Preparation of DPR, Construction, Commissioning and O & M for 10 Years of various Rural Water Supply Projects in the State of Uttar Pradesh for Divisions-Aligarh, Bareilly & Devi Patan.
16	Drinking Water Supply Ph III	Survey, Design, Preparation of DPR, Construction, Commissioning and O & M for 10 Years of various Rural Water Supply Projects in the State of Uttar Pradesh for Divisions-Aligarh, Bareilly, Ayodhya.

5. DIVIDEND

Keeping in the view of the Company’s performance, the Board of Directors have declared Final Dividend of 25%

i.e '' 0.50 per equity shares of '' 2/- (Two) each on, 25, 65, 39,165 no of equity shares, amounting of '' 1282.70 lakhs for the financial Year 2021-22.

6. TRANSFER TO RESERVES

The Board of Directors of the Company has not recommended for transfer of any amount to the General Reserve for the Financial Year ended March 31,2022.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two direct subsidiary, seventeen step-down subsidiaries and one associate company as on March 31, 2022. There are no joint ventures of the Company. In accordance with Sec 129(3) of the Companies Act, 2013 (Act), a statement containing the salient features of the financial statement of the subsidiaries and associates in prescribed format AOC-1 form the part of consolidated financial statement. The Company has a material unlisted Subsidiary as defined under Regulation 16 of the SEBI Listing Regulations. Accordingly, the corporate governance requirements as applicable with respect to material unlisted subsidiary has been complied with.

The Company’s Audit Committee reviews the Consolidated Financial Statements of the Company as well as the Financial Statements of the Subsidiaries, including the investments made by the Subsidiaries. The Minutes of the Board Meetings, along with a report of the significant transactions and arrangements of the unlisted subsidiaries of the Company, as applicable, are placed before the Board of Directors of the Company. The Company has formulated a policy for determining Material Subsidiaries and the Policy is disclosed on the Company’s website at the web link: https://www. pncinfratech.com/pdfs/policy-for-determining-material-subsidiaries-2022.pdf.

8. MATERIAL CHANGE AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Following step-down wholly owned subsidiaries has been incorporated after the closure of the financial year 2021-22 as under:

a) Kanpur Lucknow Expressway Private Limited

b) Hardoi Highways Private Limited

c) Awadh Expressway Private Limited

d) Sonauli Gorakhpur Highways Private Limited

e) Akkalkot Highways Private Limited

f) Yamuna Highways Private Limited

g) Hathras Highways Private Limited

All The aforesaid companies have been incorporated as wholly owned subsidiary of PNC INFRA HOLDINGS LIMITED which is itself a wholly owned subsidiary of PNC Infratech Limited.

In regards of Ghaziabad Aligarh Expressway Private Limited (GAEPL), Associate Company

The Company, along with its wholly owned subsidiary, PNC Infra Holdings Limited and other partners/ promoters, on April 1, 2021, has entered into a ''Share Purchase Agreement’ and other related transaction documents inter alia for sale its entire stake of 35% (which includes 19.88% stake held by PNC Infra Holdings Limited, a wholly owned subsidiary of company) in Ghaziabad Aligarh Expressway Private Limited, an "Associate" of the company to Cube Highways and Infrastructure Pte Limited ("Cube Highways") and the Company received '' 274.85 Cr from Cube Highways.

The Company concluded the divestment process of Ghaziabad Aligarh Project on May 26, 2022 and the asset handed over to Cube Highways.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, Your Directors’ confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls which are followed by the Company and that such financial controls are adequate and are operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

10. CORPORATE GOVERNANCE

The Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations’) a separate report on corporate governance along with a certificate from the M/s DR Associates, Company Secretaries, on its compliance, forms an integral part of this report.

11. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company’s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the SEBI Listing Regulations.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2021-22, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013, rules issued there under and in compliance of the "Policy On Materiality And Dealing With Related Party Transactions" of the Company and in accordance with Regulation 23 of the SEBI Listing Regulations. During the financial year 2021-22, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The details of the related party transactions as required under IND AS- 24 are set out in Notes to the standalone financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company’s website at the link: https://www.pncinfratech.com/ pdfs/policy-on-materiality-and-dealing-with-relatedparty-transactions-pnc.pdf.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of the Corporate Social Responsibility initiative, the Company has spent an amount of '' 1049.28 lakhs/- towards the various CSR activities during the financial year 2021-22. A report on CSR Activities as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, as amended is enclosed herewith as "Annexure-A".

The Company has adopted Corporate Social Responsibility Policy in line with Schedule-VII of Companies Act 2013 and amendment thereof, containing the activities to be undertaken by the Company as part of its CSR programs. The CSR Policy is disclosed on the website of the Company https:// www.pncinfratech.com/pdfs/csr-policy-2022.pdf.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis.

15. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Policy is framed to address the importance of a diverse Board in harnessing the unique and individual skills and experiences of various Members of the Board in such a way that it collectively benefits the business and the Company as whole. As on March 31, 2022, The Board consists of 10 directors, five of whom are executive directors and five non-executive directors. The Board Diversity Policy of the Company on director’s appointment and other matters provided under sub section 3 of section 178 of the Companies Act, 2013 is available at the website of the Company and that can be accessed at https://www.pncinfratech.com/pdfs/ board-diversity-policy.pdf.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company, Mr. Yogesh Kumar Jain (DIN: 00086811) and Mr. Anil Kumar Rao (DIN: 01224525), Directors retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Board recommends the reappointment of Mr. Yogesh Kumar Jain and Mr. Anil Kumar Rao for the consideration of the members of the company at the ensuing annual general meeting. Based on the recommendations of the Nomination and Remuneration committee and Board of Directors, the members of the Company approved re-appointment of Mr. Pradeep Kumar Jain, Mr. Chakresh Kumar Jain, Mr. Yogesh Kumar Jain, Managing Director(s) and Mr. Anil Kumar Rao, Whole Time Director for a further period of (5) five years w.e.f, October 1,2021.

Based on the recommendations of the Nomination and Remuneration committee and Board of Directors, the members of the Company approved regularisation of Mr. Subhash Chander Kalia as an Independent Director of the company to hold office for a term of five consecutive years commencing from the date of the 22nd Annual General Meeting (AGM) of the Company

i.e. September 29, 2021.

Pursuant to the provision of section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company as on March 31,2022 are:-

1. Mr. Pradeep Kumar Jain, Chairman & Managing Director

2. Mr. Chakresh Kumar Jain, Managing Director

3. Mr. Yogesh Kumar Jain, Managing Director

4. Mr. Anil Kumar Rao, Whole time Director

5. Mr. Talluri Raghupati Rao, Whole time Director

6. Mr. Bhupinder Kumar Sawhney, Chief Financial Officer

7. Mr. Tapan Jain, Company Secretary

Also, during the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

17. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) and Regulation 26 of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in the opinion of the Board, all the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) (a) of the Companies (Accounts) Rules, 2014.

Pursuant to Ministry of Corporate Affairs’ Notification No. G.S.R. 804(E) dated October 22, 2019, all the Independent Directors have registered themselves in the databank of Indian Institute of Corporate Affairs (IICA).

18. BOARD EVALUATION AND REMUNERATION POLICY

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Policy for performance evaluation process of the Board, its Committees and Directors. NRC Policy of the company is available on Company’s website at link https://www.pncinfratech.com/pdfs/ nrc-policy.pdf.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

19. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A formal familiarization programme was conducted about the amendments in the Companies Act, 2013; Rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws of the Company. It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted.

The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, etc., through various programmes. These include orientation programme upon induction of new Director, as well as other initiatives to update the Directors on an ongoing basis.

Further, the Company also makes periodic presentations at the Board and Committee meetings on various aspects of the Company’s operations including on Health and Safety, Sustainability, Performance updates of the Company, Industry scenario, Business Strategy, Internal Control and risks involved and Mitigation Plan.

20. HUMAN RESOURCES

The Company treats its "Human Resources" as one of its most important assets. The Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company believes in the promotion of talent internally through job rotation and job enlargement.

21. SHARE CAPITAL

During the year under review, the Company has not issued or allotted any equity shares with or without differential voting rights. The Paid - up Equity Share Capital of the Company as at March 31,2022 stood at '' 51,30,78,330/-.

22. AUDITORS AND AUDITORS'' REPORT Statutory Auditors

At the 22nd Annual General Meeting held on September 29, 2021, the shareholders approved the appointment of M/s NSBP & Co. (Firm Registration No. 001075N) Chartered Accountants, as Statutory Auditors of the Company until the conclusion of 27th Annual General Meeting of the Company to be held in the year 2026.

Auditor''s Report

The Auditors’ have issued an unmodified Report for the year ended March 31, 2022 which is self explanatory hence, do not call for any comments from the Management under Section 134 of the Companies Act, 2013.

Cost Auditors

The Board had appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors for conducting the audit of Cost Statements and Cost Records of the Company for the financial year 2021-22 and Form CRA-2 for their appointment was duly filed by the Company with the Ministry of Corporate Affairs. The said Auditors have conducted the audit of Cost Statements and Cost records for the year ended March 31, 2022 and have submitted their report, which is self explanatory and do not call for any further comments.

The Company shall submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board further re-appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors to conduct Cost Audit for the financial year 2022-23 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

Secretarial Auditors

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. DR Associates, Company Secretaries were appointed as Secretarial Auditors for the financial year 2021-22. The Secretarial Audit Report for the financial year ended on March 31, 2022 is annexed herewith marked as "Annexure-B" to this Report. There are no qualifications or adverse remark in their Report, hence, do not call for any comments/explanation from the Management .

The Board further re-appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2022

23.

The Secretarial Audit Report of Material Unlisted Subsidiaries has been reviewed and there are no qualifications or adverse remark in their Report that forms an integral part of this report.

23. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company’ business.

24. DISCLOSURES Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI Listing Regulations 2015. The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The policy provides for a framework and process whereby concerns can be raised by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e-mail, or a letter for this purpose to the Vigilance Officer /Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the web link: https://www.pncinfratech.com/pdfs/vigil-mechanism-whistle-blower-policy-pnc-infratech-limited.pdf.

Meetings of the Board

Five meetings of the Board were held during the year. For details of meetings of the Board, Please refer to the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days.

Particulars of Loans given, Investments made, Guarantees given and securities provided

The Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as the Company is engaged in the business of providing infrastructural facilities.

Details of the Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, if any, are given in the notes to the financial statements pertaining to the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in "Annexure-C" to this Report.

Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2021-22 is uploaded on the website of the Company www.pncinfratech.com.

Particulars of Employees and Related Disclosures

The information required pursuant to Section 197 (12) read with Rule 5 (1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as "Annexure-D".

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board’s report. However, as per Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Business Responsibility Report (BRR)

SEBI Listing Regulations mandate the inclusion of BRR as part of the Annual Report for top 1000 listed entities based on market capitalization calculated as on March 31 of every financial year. In compliance of SEBI listing

Regulations, we have Integrated BRR disclosures into our Annual Report as "Annexure-E".

Dividend Distribution Policy

SEBI Listing Regulations also mandates for top 1000 listed entities based on market capitalization calculated as on March 31 of every financial year to formulate a dividend distribution policy (''the policy’). In Compliance of the same, the policy determining the distribution parameters of dividend to its shareholders was adopted by the Board in their meeting held on December 07, 2016. The Policy is available on the Company’s website at https://www.pncinfratech.com/ pdfs/dividend-distribution-policy.pdf

Investor Education and Protection Fund (IEPF)

Pursuant to applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, details of all unclaimed amount of Dividend to be furnished through Form No. IEPF 2 each year and to be uploaded on Company’s Website, on the website of IEPF Authority. The amount of Dividend or any other such amount as referred in sub-section 2 of section 125 of the Act, which is unpaid or unclaimed for the financial year under review is mentioned in the Corporate Governance Report of the Company.

In terms of Rule 7(2B) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016) the Company has designated Mr. Tapan Jain, Company Secretary and Compliance Officer, as a Nodal Officer. These details are also available on website of the Company i.e. http://www.pncinfratech.com.

Cost Records

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies (cost records and audit) Rules, 2014 and accordingly such accounts and records are made and maintained by the Company.

Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules there under.

During the financial year ended March 31, 2022, the

company has not received any complaint pertaining to sexual harassment.

25. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

There is neither any regulatory action initiated nor pending under Company law or any other statutory act during FY 2021-22.

26. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the institute of Company Secretaries of India on meeting of Board of Directors and General Meetings.

27. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters during the year under review:

i. Details relating to deposits covered under Chapter V of the Act;

ii. Voluntary revision of Financial Statements or Board’s Report;

iii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iv. Managing Directors and Whole time Director received Commission from the company within a regulatory limits of the Company Act 2013 but Neither the Managing Director nor the Wholetime Directors of the Company received any remuneration or commission from any of its subsidiaries;

v. There was no instance of reporting of fraud by auditors to the Audit Committee or the Board;

vi. There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise.;

vii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

viii. There was no instance of onetime settlement with any Bank or Financial Institution.

ix. The Company is not in receipt of any loan amount from any Director of the Company.

28. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the stakeholders, banks and financial institutions, clients, vendors, Intermediaries associated with the Company. Your Directors also place on records their appreciation for the contribution made by employees at all levels. Your Directors gratefully acknowledge the ongoing cooperation and support from various regulatory bodies, NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEIDA, MORTH, UP PWD, UP SWSM, AP Government, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies.

For and on behalf of the Board of DirectorsSd/-

Chakresh Kumar Jain (Managing Director) DIN:-00086768

Sd/-

Yogesh Kumar Jain Place: Agra (Managing Director)

Date: May 28, 2022 DIN:-00086811

---

Mar 31, 2018

To the Members,

The behalf of the Board of Directors, it is our pleasure to present the 19th Annual Report on the business and operations of your Company together with the Audited Financial Statement of PNC Infratech Limited (‘the Company” or ‘PNCIL”) for the financial year ended March 31, 2018.

1. Results Of Our Operations

The summarized standalone and consolidated financial results of the Company are given below:

Rs. in Lakhs (except EPS)

Particulars	Standalone Results For the year ended as at		Consolidated Results For the year ended as at
	31st March, 2018	31st March, 2017	31st March, 2018	31st March, 2017
Total Revenue	185658.09	168911.41	241139.29	229292.77
Total Expenses	164567.52	154173.96	221341.65	218001.52
Add/(Less): Share in profit/(loss) of Associates	-	-	-596.95	-2072.54
Profit/(Loss) before tax & prior period expenses	23392.68	19392.91	21635.71	9218.71
Prior period expense (Net)/Exceptional Item	-	-	-	-
Profit/(Loss) Before Tax	23392.68	19392.91	21635.71	9218.71
Tax Expense (Net)	-1711.42	-1575.69	-2665.02	-2609.1
Profit /(Loss) After Tax	25104.1	20968.6	24300.73	11827.81
Earnings Per Share (Basic & Diluted)	9.79	8.17	9.47	4.62

2. Financial Performance

On a standalone basis, revenue of the Company for FY18 Rs.185658.09 lakhs as compared to Rs.168911.41 lakhs in FY17. The Operating Profit (i.e. Earnings Before Interest, Tax, Depreciation and Amortization) for FY18 is Rs.31883.04 Lakhs as compared to Rs.22101.90 Lakhs in FY17. The Profit Before Tax for FY18 is Rs.23392.68 Lakhs as compared to Rs.19392.91 Lakhs in FY17. The Profit After Tax for FY18 is Rs.25104.10 Lakhs as compared to Rs.20968.60 Lakhs in FY17.

The Consolidated Revenue of the Company for FY18 is Rs.241139.29 Lakhs as compared to Rs.225233.20 Lakhs in FY17. The Consolidated Operating Profit (i.e. Earnings Before Interest, Tax, Depreciation and Amortization) for FY18 is Rs.76909.70 Lakhs as compared to Rs.62407.62 Lakhs in FY17. The Consolidated Profit Before Tax for FY18 is Rs.21635.71Lakhs as compared to Rs.9218.71Lakhs in FY17. The Consolidated Profit After Tax, Minority Interest and Share in Profit / Loss of Associate for FY18 is Rs.24300.73 Lakhs as compared to Rs.11827.81 Lakhs in FY17.

3. State of Affairs & Future Outlook

During the year and up to the date of this Report, the Company has bid for and has been awarded/become L1 for the following projects:

145 km long six laning of Chakeri to Allahabad section of NH - 2 from km 483.687 to km 628.753 in the state of Uttar Pradesh under NHDP Phase-V to be executed on Hybrid Annuity Mode for a Bid Project Cost of Rs.2159.0 Crores

45 km four laning of Aligarh-Kanpur section from km 195.733 to km 240.897 (Package II from Bhadwas to Kalyanpur) of NH - 91 in the state of Uttar Pradesh under NHDP Phase-IV to be executed on Hybrid Annuity Mode (‘HAM’)

In financial year 2017-18, Company has been awarded with projects of Rs.3356 Crore and expect to receive more contracts in the current financial year.

The total outstanding contract value pending execution was Rs.7317 Crores as on March 31, 2018.

The Company is presently executing the following major projects:

HIGHWAYS
Sr.	Category	Name of the Project
1	Highways	Four laning of Koilwar to Bhojpur Section, design Chainage from 33.250 to 77.100 (NH-30 & 84) in the state of Bihar under NHDP Phase-III on EPC mode.
2	Highways	Four laning of Bhojpur to Buxar Section, design Chainage from 77.100 to 125.00 (NH-84) in the state of Bihar under NHDP Phase-III on EPC mode.

3	Highways	Up-gradation of Aligarh Moradabad section of NH-93 to 2-Lane with paved shoulders from km.85.650 (existing 85.650) to km.232.020 (existing km.232.000) in the State of Uttar Pradesh under NHDP Phase-IV on EPC mode.
4	Highways	4-Laning of Varanasi Gorakhpur Section of NH-29 from km.12.000 (Design chainage km.12.010) to km.88.000 (Design chainage km.84.160) [Package-II from Sandah to Birnon] in the State of Uttar Pradesh under NHDP Phase-IV on EPC Mode.
5	Highways	4-Laning of Nagina-Kashipur section of NH-74 from km.71.614 (existing km.73.000) to km.170.407 (existing km.175.000) in the States of Uttarakhand and Uttar Pradesh under NHDP Phase-IV on EPC Mode.
6	State Highways	Construction of 3 Lane Road on both side of Sharda Sahayak Feeder Canal from Lucknow-Faizabad Road to Lucknow-Sultapur Road.
7	State Highways	Widening & Strengthening of Etah-Kasganj Road, O.D.R. Chainage 0.00 to 24.30 Km. and Bareilly-Mathura Road, SH-33 Chainage 161.50 to 145.00 Km.) Total length 40.800 Km. (Distt. Etah: 20.00 Km. & Distt. Kasganj: 20.80 Km.)
8	Highways	Four laning/ Two laning with paved shoulder from Km.0.000 to Km.83.453 of Dausa-Lalsot-Kauthun Section of NH-11A Extn. in the State of Rajasthan under NHDP Phase-IV on Hybrid Annuity Mode.
9	Highways	Six laning of Chitradurga-Davangere including Chitradurga Bypass (km.189.00 to km.260.00) of NH-48 (Old NH-4) in the state of Karnataka on Hybrid Annuity Mode under NHDP Phase-V.
10	Highways	Four Laning of Jhansi-Khajuraho Section (Package-I) from km. 0.00 to km. 76.3 of NH-75/76 in the State of Uttar Pradesh & Madhya Pradesh under NHDP Phase-III on Hybrid Annuity Mode.
11	Highways	Four Laning of Jhansi-Khajuraho Section (Package-II) of NH-75/76 from Design Chainage Km. 76.3 near Village Chhatipahari to Design Chainage Km. 161.7 near Bamitha town in the State of Uttar Pradesh & Madhya Pradesh under NHDP Phase-III on Hybrid Annuity Mode.
AIRPORT RUNWAYS
12	Airport Runways	Resurfacing/strengthening of Runway at AF station Kanpur.
13	Airport Runways	Extension and Resurfacing of Runway at AF station Bakshi ka Talab (BKT), Lucknow.

4. Dividend

Keeping in view the continued good performance, future funds requirements of the Company and Dividend policy of the Company for rewarding shareholders, your Directors are pleased to recommend a dividend of 25%, i.e. Rs.0.50 per equity share of face value of Rs.2/- each, on 25,65,39,165 no. of equity shares, amounting to Rs.1282.70 Lakhs for the financial year ended 31st March, 2018. For the financial year 2017-18, the Company had paid a dividend of Rs.0.50 per equity share of Rs.2/- each, on 25,65,39,165 no. of equity shares.

The dividend, if approved by the members, shall be subject to tax on dividend to be paid by the Company but will be tax-free in the hands of the members. The dividend together with the dividend distribution tax will entail a cash outflow of Rs.1610.58 Lakhs (previous year Rs.1610.58 Lakhs).

5. Transfer To Reserves

The Directors do not propose to transfer any amount to Reserves.

6. Subsidiaries, Joint Ventures And Associate Companies

The Company has one unlisted material subsidiary, one direct subsidiary, thirteen step-down subsidiaries and one associate company as on March 31, 2018. There are no joint ventures of the Company. In accordance with Sec 129(3) of the Companies Act, 2013 (Act), the consolidated financial statements (‘CFS’) of the Company forms part of this Annual Report. Also, a statement containing the salient features of the financial statement of the subsidiaries and associates in prescribed format AOC-1 is provided as an Annexure to the CFS.

During the financial year under review, following companies have been incorporated as step down subsidiaries:-

1. The Company was declared L1 (lowest) bidder for the project of 145 km long six laning of Chakeri to Allahabad section of NH - 2 from km 483.687 to km 628.753 in the state of Uttar Pradesh under NHDP Phase-V to be executed on Hybrid Annuity Mode for a Bid Project Cost of Rs.2159.0 Crores”. To implement the said Project, ‘PNC Triveni Sangam Highways Private Limited, a Special Purpose Vehicle was incorporated on December 27, 2017 by the Company. PNC Triveni Sangam Highways Private Limited’ is the newly incorporated step - down subsidiary of PNCIL.

2. The Company was declared L1 (lowest) bidder for the project of 4-laning of Aligarh-Kanpur Section from km.186.000 (Design Chainage 195.733) to km.229.000 (Design Chainage 240.897) (Package II from Bhadwas-Kalyanpur) of NH 91 in the State of Uttar Pradesh on Hybrid Annuity mode under Bharatmala Pariyojana. To implement the said Project, ‘PNC Aligarh Highways Private Limited, a Special Purpose Vehicle was incorporated on April 12, 2018 by the Company. ‘PNC Aligarh Highways Private Limited’ is the newly incorporated step - down subsidiary of PNCIL.

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statements including the consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

PNC Infra Holdings Limited is the unlisted material subsidiary of the Company. Company’s Policy on Material Subsidiaries is placed on the website of the Company at http://www.pncinfratech.com/pdfs/ policy-on-material-subsidiaries-pnc-infratech-limited. pdf

7. Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls which are followed by the Company and that such financial controls are adequate and are operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable and that such systems are adequate and operating effectively.

8. Corporate Governance

The Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) a separate report on corporate governance along with a certificate from the M/s DR Associates, Company Secretaries, on its compliance, forms an integral part of this report.

9. Risk Management

The Company recognizes that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. The Company has Risk Management Policy in place. The Policy provides for a risk management framework to identify and assess risk such as operational, strategic, resources, security, industry, regulatory & compliance and other risk and put in place an adequate risk management infrastructure capable of addressing these risks. The Board periodically reviews the risk, if any, and ensures to take steps for its mitigation.

As per the Regulation 21 of SEBI Listing Regulations the requirement to formulate a separate risk management committee applies only to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Therefore, this requirement is not applicable to us.

10. Contracts And Arrangements With Related Parties

During the financial year 2017-18, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013, rules issued there under and in compliance of the Related Party Policy of the Company and in accordance with Regulation 23 of the SEBI Listing Regulations. During the financial year 2017-18, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The details of the related party transactions as required under IND AS- 24 are set out in Notes to the standalone financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.pncinfratech.com/pdfs/policy-on-relatedparty-transactions-pnc-infratech-limited.pdf.

11. Corporate Social Responsibility (CSR)

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence in accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (‘CSR Committee”). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available on link at http://www. pncinfratech.com/pdfs/pnc-csr-policy.pdf. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as ‘Annexure I” to this report.

12. Internal Financial Control

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations, if any and corrective actions thereon are presented to the Audit Committee of the Board.

The policies to ensure uniform accounting treatment are extended to the subsidiaries of the Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

The Management periodically reviews the financial performance of the Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

13. Directors And Key Managerial Personnel

Mr. Chakresh Kumar Jain (DIN-00086768) Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, and being eligible has offered himself for re-appointment. The brief resume of Mr. Chakresh Kumar Jain and other information under Regulation 36 of SEBI Listing Regulations and as per Secretarial Standard 1 with respect to the Director seeking ‘re-appointment” has been provided in the Notice convening 19th AGM. Your Directors recommend his re-appointment.

Mr. Naveen Kumar Jain (DIN - 00086841), Whole Time Director of the Company resigned from the Board of Directors with effect from December 02, 2017. The Board places on record its appreciation for the contributions made by him in the deliberations of the Board.

Mr. Devendra Kumar Agarwal, Chief Financial Officer has retired from the position of Chief Financial Officer of the Company with effect from close of business hours of July 15, 2017. Thereafter, Mr. Chakresh Kumar Jain, Managing Director was designated as Chief Financial Officer of the Company w.e.f August 11, 2017.

As on March 31, 2018 Mr. Pradeep Kumar Jain, Mr. Yogesh Kumar Jain, Managing Directors, Mr. Chakresh Kumar Jain, Managing Director & Chief Financial Officer, Mr. Anil Kumar Rao, Whole time Director, and Mr. Tapan Jain, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Also, during the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

14. Declaration By Independent Directors

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

15. Board Evaluation And Remuneration Policy

Pursuant to the provisions of the Act and SEBI Listing Regulations, the annual performance evaluation of the Board of Directors, the Committees of the Board and every Director individually for the Financial Year 2017-18 is carried out by the Nomination and Remuneration Committee and Board of Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. A separate exercise was carried out to evaluate the performance of the individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The Independent Directors in their meeting has reviewed the performance of non independent directors and the Board as a whole, and also reviewed the performance of the Chairman after considering the views of Executive and Non executive directors. The Board of Directors has expressed its satisfaction with the evaluation process.

The composition, and terms of reference along with attendance details of the Nomination and Remuneration Committee are provided in Corporate Governance Report. The Nomination and Remuneration Policy of the Company is attached herewith marked as ‘Annexure -II” and also placed on its website at web link http://www.pncinfratech.com/ pdfs/nomination-and-remuneration-policy-pnc-infratech-limited.pdf.

16. Familiarization Programme For Independent Directors

The Company has conducted various training and Familiarization Programmes about the business model of the Company, nature of industry in which Company operates, roles, rights and responsibilities of the Independent Directors. The details of training and Familiarization Programme are provided in Corporate Governance Report which forms part of this annual Report.

17. Human Resources

The Company treats its ‘Human Resources” as one of its most important assets. The Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company believes in the promotion of talent internally through job rotation and job enlargement.

18. Share Capital

During the year under review, the Company has not issued or allotted any equity shares with or without differential voting rights. The Paid - up Equity Share Capital of the Company as at March 31, 2018 stood at Rs.51,30,78,330/

19. Auditors And Auditors’ Report Statutory Auditors

M/s. S.S Kothari Mehta & Co., Chartered Accountants (Firm Reg. no. 000756N), are the Statutory Auditors of the Company. Further, the Auditors’ Report does not have any qualifications or adverse remarks.

Cost Auditors

The Board had appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2017-18 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs. The said Auditors have conducted the audit of Cost records for the year ended 31st March 2018 and have submitted their report, which is self explanatory and do not call for any further comments.

The Company shall submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board has also appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors to conduct Cost Audit for the financial year 2018-19 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

Secretarial Auditors

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. DR Associates, Company Secretaries were appointed as Secretarial Auditors for the financial year 2017-18. The Secretarial Audit Report for the financial year ended on March 31, 2018 is annexed herewith marked as ‘Annexure-III” to this Report. There are no qualifications or adverse remark in their Report.

The Board has also appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2018-19

20. Management Discussion & Analysis

In terms of the provision of Regulation 34 of SEBI Listing

Regulations, the Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company’ business.

21. Disclosures Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Section 177 of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI Listing Regulations which consists of the following Members namely Mr. Subhash Chander Kalia, Independent Director (Chairman), Mr. C R Sharma, Independent Director and Mr. Ashok Kumar Gupta, Independent Director as other members. The scope, their attendance and terms of reference of Audit Committee is mentioned in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The policy has been annexed to this report as ‘Annexure IV”. The policy provides for a framework and process whereby concerns can be raised by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e-mail, or a letter to the Vigilance Officer for this purpose/ Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the web link: http:// www.pncinfratech.com/pdfs/vigil-mechanism-whistle-blower-policy-pnc-infratech-limited.pdf.

Meetings of the Board

Four meetings of the Board of Directors were held during the year. The detail of dates of board meeting and attendance of directors and similar details of Board Committees are given in Corporate Governance Report which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days.

Particulars of Loans given, Investments made, Guarantees given and securities provided

The Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as the Company is engaged in the business of providing infrastructural facilities.

The loans given, security provided, guarantees given and Investments made by the Company under Section 186 of the Act are given in the notes to the financial statements.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in ‘Annexure -V” to this Report.

Extract of Annual Return

The extract of Annual Return as provided under sub - section (3) of section 92 of the Act in prescribed form MGT-9 is annexed to this Report as ‘Annexure -VI”.

Particulars of Employees and related disclosures

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board’s report as ‘Annexure -VII”.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board’s report. However, as per Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Business Responsibility Report (BRR)

SEBI Listing Regulations mandate the inclusion of BRR as part of the Annual Report for top 500 listed entities based on market capitalization calculated as on March 31 of every financial year. In compliance of SEBI listing Regulations we have Integrated BRR disclosures into our Annual Report as ‘Annexure -VIII”

Dividend Distribution Policy

SEBI Listing Regulations also mandates for top 500 listed entities based on market capitalization calculated as on March 31 of every financial year to formulate a dividend distribution policy (‘the policy’). In Compliance of the same, the policy determining the distribution parameters of dividend to its shareholders was adopted by the Board in their meeting held on December 07, 2016. The Policy is enclosed as an Annexure -IX to the Board’s Report and is also available on the Company’s website at http://www.pncinfratech.com/ pdfs/dividend-distribution-policy.pdf

Investor Education and Protection Fund (IEPF)

Pursuant to applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 details of all unclaimed amounts of Dividends to be furnished through Form No. IEPF 2 each year and to be uploaded on Company’s Website, on the website of IEPF Authority. The Company has no amount of Dividend or any other such amount as referred in sub-section 2 of section 125 of the Act, which is unpaid or unclaimed for the financial year under review.

22. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act;

b) Change in the nature of business;

c) Voluntary revision of Financial Statements or Board’s Report;

d) Material change affecting the financial position of the Company;

e) Issue of equity shares with differential rights as to dividend, voting or otherwise;

f) No director is in receipt of commission from the Company and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies;

g) No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company’s operations in future;

h) Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

i) There was no instance of reporting of fraud to the Audit Committee and of Directors;

j) There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise.

k) The Company has complied with Secretarial Standards issued by the institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

23. Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks and financial institutions, clients, vendors, Intermediaries associated with IPO of the Company, for their co-operation and continued support for the growth of the Company. The Directors also wish to acknowledge the assistance received from various regulatory bodies, NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEIDA, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank them for the same and look forward to their continued support.

Your Directors take this opportunity to recognize and appreciate the efforts and hard work of all the employees of the Company at all levels and thank them for their competence, sincerity, hard work and commitment.

For and on behalf of the Board of Directors

Pradeep Kumar Jain

(Chairman and Managing Director)

DIN:-00086653

Place: Agra

Date: May 23, 2018

---

Mar 31, 2017

To the Members,

The behalf of the Board of Directors, it is our pleasure to present the 18^th Annual Report on the business and operations of your Company together with the Audited Financial Statement of PNC Infratech Limited (“the Company” or “PNCIL”] for the financial year ended March 31, 2017.

1. RESULTS OF OUR OPERATIONS

The summarized standalone and consolidated financial results of the Company are given below:

Rs. in Lakhs (except EPS)

Particulars	Standalone Results for the year ended as at		Consolidated Results for the year ended as at
	31st March, 2017	31st March, 2016	31st March, 2017	31st March, 2016
Total Revenue	1,73,566.87	20,3949.74	2,29,292.77	2,86,153.06
Total Expenses	1,54,173.96	18,4512.25	2,18,001.52	2,68,457.79
Add/(Less]: Share in profit/(loss] of Associates	-	-	(2,072.54]	(1,256.82]
Profit/(Loss] before tax & prior period expenses	19,392.91	19,437.49	9,218.71	16,438.45
Prior period expense (Net]/Exceptional Item	-	-	-	-
Profit/(Loss] Before Tax	19,392.91	19,437.49	9,218.71	16,438.45
Tax Expense (Net]	1,575.69	4,019.29	2,609.10	4,427.90
Profit /(Loss] After Tax	20,968.60	23,456.78	11,827.81	20,866.35
Earnings Per Share (Basic & Diluted]	8.17	9.43	4.62	8.13

2. Transition To Indian accounting standards

The Ministry of Corporate Affairs (‘MCA’] has issued ‘the Companies (Indian Accounting Standards] Rules, 2015’ (“Ind AS”] vide notification dated February 16, 2015. For the PNC Group, Ind AS is applicable with effect from April 01, 2016. Accordingly, Financial Statements for the financial year ended March 31, 2016 have been restated to conform to Ind AS. Notes to the financial statements provide further explanation on the transition to Ind AS.

3. Financial Performance

On a standalone basis, revenue of the Company for FY17 Rs. 168911.41 lakhs as compared to Rs. 201416.09 lakhs in FY16. The Operating Profit (i.e. Earnings Before Interest, Tax, Depreciation and Amortization] for FY17 is Rs. 22101.90 Lakh as compared to Rs. 26602.24 Lakh in FY16. The Profit Before Tax for FY17 is Rs. 19392.91 Lakh as compared to Rs. 19437.49 Lakh in FY16. The Profit After Tax for FY17 is Rs. 20968.60 Lakh as compared to Rs. 23456.78 Lakh in FY16.

The Consolidated Revenue of the Company for FY17 is Rs. 225233.20 Lakh as compared to Rs. 283678.42 Lakhs in FY16. The Consolidated Operating Profit (i.e. Earnings Before Interest, Tax, Depreciation and Amortization] for FY17 is Rs. 62407.62 Lakh as compared to Rs. 62233.49 Lakh in FY16. The Consolidated Profit Before Tax for FY17 is Rs. 11291.25 Lakh as compared to Rs. 17695.27 Lakh in FY16. The Consolidated Profit After Tax, Minority Interest and Share in Profit / Loss of Associate for FY17 is Rs. 11827.81 Lakh as compared to Rs. 20866.35 Lakh in FY16.

4. State of affairs & future Outlook

During the year and up to the date of this Report, the Company has bid for and has been awarded/become L1 for the following projects:

1. Up-gradation of MDR No. 82W, Nanau-Dodon Section from km 0.000 to km 30.000 in the district of Aligarh, Uttar Pradesh. The bid amount for this ADB funded, UP Public Works Department (PWD] project is Rs. 119.9 Crores.

2. Extension and resurfacing of runway at Air Force Station, Bakshi Ka Talab near Lucknow. The bid amount for this project of Military Engineering Services, Government of India is Rs. 140.6 Crores.

3. Four laning/two laning with paved shoulders from 0.00 km to 83.453 km of Dausa-Lalsot-Kauthun Section of NH-11 A (Extension] in the State of Rajasthan under NHDP IV, on Hybrid Annuity Model for a bid project cost of Rs. 881.0 Crores.

4. Four laning of Etah to Kasganj road in Uttar Pradesh for a contract value of Rs. 232.91 Crore.

5. Four laning of Jhansi-Khajuraho section (Pkg-I] from km 0.00 to km 76.3 (existing Km. 106.300 of NH-25 Kanpur - Jhansi Section to km.82.10] of NH-75/76 in the State of UP/MP under NHDP Phase-III on Hybrid Annuity Mode for a Bid Project Cost of Rs.1410 Crores.

6. Jhansi-Khajuraho section [Pkg-II) of NH-75/76 from design chainage km 76.3 (existing chainage 82.10] near village Chhatipahari to Design Chainage km. 161.7 [Existing Chainage Km. 57.9) near Bamitha town in the state of U.P. & M.P. under NHDP [Phase III) on Hybrid Annuity Mode for a Bid Project Cost of Rs.1310 Crores.

7. Six laning of Chitradurga - Davengere including Chitradurga bypass [km 189 000 to km 260 000 of NH-48 [Old NH-4) in the State of Karnataka to be executed on Hybrid Mode under NHDP Phase-V for a Bid Project Cost of Rs.1434 Crores.

In financial year 2016-17, Company has been awarded with projects of over Rs.5500.00 Crore which is the highest awarded projects in any single Financial Year and expect to receive more contracts in the current financial year.

Agra-Firozabad road project was inaugurated by Hon’ble Chief Minister on November 21, 2016 and open to start for public from february 23, 2017..

PNC Raebareli Highways Private Limited, a wholly owned subsidiary of PNC Infratech Limited, has successfully commissioned the project more than 3 months ahead of schedule and received its first semiannual annuity of Rs.64.30 Crore on December 5, 2016 and is entitled to receive annuity for every half year during the remaining 15 years of the concession period, including proportionate amount of bonus for early completion in terms of the concession agreement amounting to Rs.35.00 Crore.

PNC Rajasthan Highways Private Limited, a wholly owned subsidiary of PNC Infratech Limited has signed Concession agreement on November 7, 2016 for the project Dausa Lalsot Hybrid Annuity Projects of NHAI and achieved financial closure within the stipulated time. The Project is started and is expected to be completed before the stipulated time

The total outstanding contract value pending execution was over Rs.5,300 Crores as on March 31, 2017.

The Company is presently executing the following major projects:

		Highways
Sr.	Category	Name of the Project
1	State Highways	Development of Agra to firozabad [Village Gurha) [Km. 2.634 to 0.000 to 53.500] Access Controlled Expressway [Green Field) Project in the state of Uttar Pradesh on EPC mode.
2	Highways	EPC Contract for-Design, Engineering, Finance, Construction, Operation and Maintenance of Ghaziabad-Aligarh Section of NH-91 from Km. 23.600 to km. 140.200 in the State of Uttar Pradesh Under NHDP Phase III on Design, Build, Finance, Operate and Transfer (the “DBFOT”) basis.
3	State Highways	Rehabilitation and upgradation of sonauli to Gorakhpur section [Km. 0 000 to Km. 80 000] of NH-29E in Uttar Pradesh to two lane with paved shoulders on EPC mode under NHDP Phase-IV.
4	State Highways	Rehabilitation and upgradation of Barabanki-Jarwal section of NH-28C [Km. 0.000 to Km. 43.000] in the state of Uttar Pradesh under NHDP-IV on EPC Basis

5	Highways	Four laning of Koilwar to Bhojpur Section, design Chainage from 33.250 to 77.100 [NH-30 & 84) in the state of Bihar under NHDP Phase-III on EPC mode.
6	Highways	Four laning of Bhojpur to Buxar Section, design Chainage from 77.100 to 125.00 [NH-84) in the state of Bihar under NHDP Phase-III on EPC mode.
7	Highways	Up-gradation of Aligarh Moradabad section of NH-93 to 2-Lane with paved shoulders from km. 85.650 [existing 85.650) to km. 232.020 [existing km.232.000) in the State of Uttar Pradesh under NHDP Phase-IV on EPC mode.
8	Highways	4-Laning of Varanasi Gorakhpur Section of NH-29 from km.12.000 [Design chainage km. 12.010) to km.88.000 [Design chainage km. 84.160) [Package-II from Sandah to Birnon] in the State of Uttar Pradesh under NHDP Phase-IV on EPC Mode.
sr.	Category	Name of the Project
9	Highways	4-Laning of Nagina-Kashipur section of NH-74 from km. 71.614 [existing km. 73.000) to km. 170.407 [existing km.175.000) in the States of Uttarakhand and Uttar Pradesh under NHDP Phase-IV on EPC Mode.
10	State Highways	Construction of 3 Lane Road on both side of sharda sahayak feeder Canal from Lucknow-Faizabad Road to Lucknow-Sultapur Road.
11	State Highways	Widening & Strengthening of Etah-Kasganj Road, O.D.R. Chainage 0.00 to 24.30 Km. and Bareilly-Mathura Road, SH-33 Chainage 161.50 to 145.00 Km.) Total length 40.800 Km. [Distt. Etah: 20.00 Km. & Distt. Kasgani: 20.80 Km.)
Power Transmission & Distribution
12	Power	Supply & Installation of 132 KV & 220 KV T/L in various part of U.P.
Railway
13	DFCCI	Design, procurement, construction of Track and track related works and it’s testing & commissioning for double track electrified railway line on a Design Build Lump Sum Basis from New Karwandiya [Rly. Km.564) to Durgawati [Rly. Km. 630) approx. 66 Kames on Mughalsarai - Sonnagar Section of Eastern Dedicated Freight Corridor

Airport Runways
14	Airport	Resurfacing/strengthening of Runway at AF
	Runways	station Kanpur
15	Airport	Extension and Resurfacing of Runway at AF
	Runways	station Bakshi ka Talab (BKT], Lucknow

5. Dividend

Keeping in view the continued good performance, future funds requirements of the Company and Dividend policy of the Company for rewarding shareholders, your Directors are pleased to recommend a dividend of 25%, i.e. Rs.0.50 per equity share of face value of Rs.2/- each, on 25,65,39,165 no. of equity shares, amounting to Rs.1,282.70 Lakhs for the financial year ended 31st March, 2017. For the financial year 2015-16, the Company had paid a dividend of Rs.2.50 per share of Rs.10/- each, on 5,13, 07,833 no. of equity shares.

The dividend, if approved by the members, shall be subject to tax on dividend to be paid by the Company but will be tax-free in the hands of the members. The dividend together with the dividend distribution tax will entail a cash outflow of Rs.1610.58 Lakhs (previous year Rs.1610.58 Lakhs].

6. Transfer To Reserves

The Directors do not propose to transfer any amount to Reserves.

7. Subsidiaries, Joint Ventures and associate Companies

The Company has one unlisted material subsidiary, one direct subsidiary, eight step-down subsidiaries and one associate company as on March 31, 2017. There are no joint ventures of the Company. In accordance with Sec 129(3] of the Companies Act, 2013 (Act], the consolidated financial statements (‘CFS’] of the Company forms part of this Annual Report. Also, a statement containing the salient features of the financial statement of the subsidiaries and associates in prescribed format AOC-1 is provided as an annexure to the CFS.

Restructuring of unlisted subsidiaries:-

1. PNC Power Private Limited could not have any business activity over a good period of more than 4 years. Therefore, the Company sold its investment in equity shares of said subsidiary Hence, PNC Power Private Limited ceased to be a subsidiary of the Company w.e.f. March 10, 2017;

2. The Company was declared L1 (lowest] bidder for the project of Four laning / Two laning with paved shoulder from Km. 0.000 to Km. 83.453 of Dausa - Lalsot - Kauthun Section of NH-11A (Extension] in the State of Rajasthan by National Highways Authority of India. To implement the said Project, ‘PNC Rajasthan Highways Private Limited’, a Special Purpose Vehicle was incorporated on August 22, 2016 by the Company. PNC Rajasthan Highways Private Limited’ is the newly incorporated step - down subsidiary of PNCIL.

3. The Company was declared L1 (lowest] bidder for the project of Six Laning of Chitradurga-Davengere including Chitradurga bypass (Km 189 000 to Km 260 000 of NH-48 (Old NH-4]] in the State of Karnataka on Hybrid Annuity Mode under NHDP Phase-V. To implement the said Project, ‘PNC Chitradurga Highways Private Limited, a Special Purpose Vehicle was incorporated on April 20, 2017 by the Company. PNC Chitradurga Highways Private Limited’ is the newly incorporated step - down subsidiary of PNCIL.

4. The Company was declared L1 (lowest) bidder for the project of Four Laning of Jhansi-Khajuraho section (Package-II] of NH - 75/76 from Design Chainage Km 76.3 (Existing Chainage 82.100] near village Chhatipahari to Design chainage Km 161.7 (Existing Chainage Km 57.9] near Bamitha town in the State of UP & MP under NHDP Phase-III on Hybrid Annuity Mode. To implement the said Project, ‘PNC Khajuraho Highways Private Limited, a Special Purpose Vehicle was incorporated on April 20, 2017 by the Company. PNC Khajuraho Highways Private Limited’ is the newly incorporated step - down subsidiary of PNCIL.

5. The Company was declared L1 (lowest] bidder for the project of Four Laning of Jhansi - Khajuraho section (Package- I] from Km 0.00 to Km 76.3 (existing Km 106.300 of NH-25 Kanpur-Jhansi Section to Km 82.10] of NH -75/76 in the State of UP/MP under NHDP Phase-III on Hybrid Annuity Mode. To implement the said Project, ‘PNC Bundelkhand Highways Private Limited, a Special Purpose Vehicle was incorporated on April 21, 2017 by the Company. PNC Bundelkhand Highways Private Limited is the newly incorporated step - down subsidiary of PNCIL.

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statements including the consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

PNC Infra Holdings Limited is the unlisted material subsidiary of the Company. Company’s Policy on Material Subsidiaries is placed on the website of the Company at http://www.pncinfratech.com/pdfs/policy-on-material-subsidiaries-pnc-infratech-limited.pdf

8. Directors’ Responsibility statement

In accordance with the provisions of Section 134(5] of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 profit and loss of the company for that period;

c. the directors had 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;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls which are followed by the Company and that such financial controls are adequate and are operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

9. Corporate Governance

The Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

In compliance with the provisions of SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI Listing Regulations’) a separate report on corporate governance along with a certificate from the M/s DR Associates, Company Secretaries, on its compliance, forms an integral part of annual report.

10. Risk Management

The Company recognizes that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. The Company has Risk Management Policy in place. The Policy provides for a risk management framework to identify and assess risk such as operational, strategic, resources, security, industry, regulatory & compliance and other risk and put in place an adequate risk management infrastructure capable of addressing these risks. The Board periodically reviews the risk, if any, and ensures to take steps for its mitigation.

As per the Regulation 21 of SEBI Listing Regulations the requirement to formulate a separate risk management committee applies only to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Therefore, this requirement is not applicable to us.

11. Contracts and arrangements With Related Parties

During the financial year 2016-17, the Company has entered into transactions with related parties as defined under Section 2[76) of the Companies Act, 2013 read with the Companies [Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013, rules issued there under and in compliance of the Related Party Policy of the Company and in accordance with Regulation 23 of the SEBI Listing Regulations. During the financial year 2016-17, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134C3D [h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The details of the related party transactions as required under AS - 18 are set out in Notes to the standalone financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company’s website at the link: http://www. pncinfratech.com/pdfs/policy-on-relatedparty-transactions-pnc-infratech-limited.pdf

12. Corporate social Responsibility (CsR)

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence in accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee [“CSR Committee”). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available on link at http://www.pncinfratech. com/pdfs/pnc-csr-policy.pdf. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as annexure I to this report.

13. Internal financial Control

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations, if any and corrective actions thereon are presented to the Audit Committee of the Board.

The policies to ensure uniform accounting treatment are extended to the subsidiaries of the Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

The Management periodically reviews the financial performance of the Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

14. Directors and Key Managerial Personnel

Mr. Naveen Kumar Jain [DIN - 00086841) and Mr. Anil Kumar Rao [DIN - 01224525), Whole time Director[s) of the Company are liable to retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with the Companies [Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, and being eligible has offered themselves for re-appointment. The brief resume of Mr. Naveen Kumar Jain and Mr. Anil Kumar Rao and other information under Regulation 36 of SEBI Listing Regulations and as per Secretarial Standard 1 with respect to the Director seeking “re-appointment” has been provided in the Notice convening 18^th AGM. Your Directors recommend their re-appointment.

Mr. Naveen Kumar Jain, Whole time Director [WTD) holds the office of WTD upto September 30, 2017. The Board of Directors on the recommendation of the Nomination and Remuneration Committee and considering the contributions made by Mr. Naveen Kumar Jain reappointed him as Whole - time Director to hold office for a further period of five consecutive years w.e.f. October 01, 2017. The resolution pertaining to confirmation of re-appointment of Mr. Naveen Kumar Jain as Whole time Director of the Company w.e.f. October 01, 2017 is placed before the members for their approval in the Notice convening the ensuring Annual General Meeting of the Company.

Mr. Sunil Chawla [DIN - 00865320), Nominee director and Mr. Dharam Veer Sharma [DIN - 01363759), Non-Executive Independent Director of the Company resigned from the Board of Directors and Committees thereof with effect from December 08, 2016. The Board places on record its appreciation for the contributions made by them in the deliberations of the Board and its committees thereof.

Mr. Tapan Jain CICSI M.No. - A22603) was appointed as Company Secretary of the Company w.e.f. January 20, 2017

As on March 31, 2017, Mr. Pradeep Kumar Jain, Chairman & Managing Director, Mr. Chakresh Kumar Jain & Mr. Yogesh Kumar Jain, Managing Directors, Mr. Naveen Kumar Jain & Mr. Anil Kumar Rao, Whole time Directors, Mr. Devendra Kumar Agarwal, Chief Financial Officer and Mr. Tapan Jain, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of sections 2C51) and 203 of the Companies Act, 2013 read with the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014.

Also, during the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

15. Declaration By Independent Directors

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

16. Board Evaluation And Remuneration Policy

Pursuant to the provisions of the Act and SEBI Listing Regulations, the annual performance evaluation of the Board of Directors, the Committees of the Board and every Director individually for the Financial Year 201617 is carried out by the Nomination and Remuneration Committee and Board of Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. A separate exercise was carried out to evaluate the performance of the individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The Independent Director in their meeting has reviewed the performance of non independent directors and the Board as a whole, and also reviewed the performance of the Chairman after considering the views of Executive and Non executive directors. The Board of Directors has expressed its satisfaction with the evaluation process.

The composition, and terms of reference along with attendance details of the Nomination and Remuneration Committee are provided in Corporate Governance Report. The Nomination and Remuneration Policy of the Company is attached herewith marked as Annexure -II and also placed on its website at web link http://www.pncinfratech. com/pdfs/nomination-and-remuneration-policy-pnc-infratech-limited.pdf.

17. Familiarization Programme For Independent Directors

The Company has conducted various training and Familiarization Programmes about the business model of the Company, nature of industry in which Company operates, roles, rights and responsibilities of the Independent Directors. The details of training and Familiarization Programme are provided in Corporate Governance Report which forms part of this annual Report.

18. Human Resources

The Company treats its “Human Resources” as one of its most important assets. The Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company believes in the promotion of talent internally through job rotation and job enlargement.

19. Share Capital

The Board of Directors at their meeting held on May 27, 2016 approved the proposal to split one equity share of face value of Rs.10/- each into five equity shares of Rs.2/- each to improve market liquidity and also to make the shares more affordable to small investors. The said split of equity share was approved by the Shareholders through postal ballot dated July 19, 2016.

Hence, as on March 31, 2017, the Company has one class of share - equity shares of par value of Rs.2/- each. Our authorised share capital is Rs.55 crore, divided into 27,50,00,000 equity shares of Rs.2 each. The issued, subscribed and paid - up capital stood at Rs.51,30,78,330 /- divided into 25,65,39,165 Equity Share of Rs.2/- each Also, during the year under review, the Company has not issued any shares with differential voting rights.

20. Auditors And Auditors’ Report Statutory Auditors

M/s. Purushottam Agrawal & Co., Chartered Accountants (Firm Reg. no. 000731C) and M/s S.S Kothari Mehta & Co., Chartered Accountants (Firm Reg. no. 000756N), hold office till the conclusion of the ensuing Annual General Meeting. M/s. Purushottam Agrawal & Co., Chartered Accountants are not eligible for re-appointment in terms of Section 139 (2) of the Act.

The Board has recommended the appointment of M/s S.S Kothari Mehta & Co. Chartered Accountants as the statutory auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the Twenty Second Annual General Meeting of the Company subject to annual ratification by shareholders of the Company, based on the recommendation of the Audit Committee.

M/s S.S Kothari Mehta & Co. have confirmed their eligibility and willingness to be re-appointed. The Company has received a certificate from them to the effect that their appointment, if made, would be within the limits prescribed under section 141 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of the said section.

Further, the Auditors Report does not have any qualifications or adverse remarks.

Cost Auditors

The Board had appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2016-17 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs. The said Auditors have conducted the audit of

Cost records for the year ended 31^st March 2017 and have submitted their report, which is self explanatory and do not call for any further comments.

The Company shall submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board has also appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors to conduct Cost Audit for the financial year 2017-18 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

Secretarial auditors

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, M/s. DR Associates, Company Secretaries were appointed as Secretarial Auditors for the financial year 2016-17. The Secretarial Audit Report for the financial year ended on March 31, 2017 is annexed herewith marked as annexure-III to this Report. There are no qualifications or adverse remark in their Report.

The Board has also appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2017-18

21. Management Discussion & analysis

The Management Discussion and Analysis forms an integral part of Annual Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company’ business.

22. Disclosures audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers] Rules, 2013 and Regulation 18 of SEBI Listing Regulations which consists of the following Members namely Mr. C R Sharma, Independent Director (Chairman], Mr. Subhash Chander Kalia, Independent Director and Mr. Ashok Kumar Gupta, Independent Director as other members. The scope, their attendance and terms of reference of Audit Committee is mentioned in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9] & (10] of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The policy has been annexed to this report as annexure IV. The policy provides for a framework and process whereby concerns can be raised by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e-mail, or a letter to the Vigilance Officer for this purpose/Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the web link: http://www.pncinfratech. com/pdfs/vigil-mechanism-whistle-blower-policy-pnc-infratech-limited.pdf.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. The detail of dates of board meeting and attendance of directors and similar details of Board Committees are given in Corporate Governance Report which forms part of Annual Report. The maximum interval between any two meetings did not exceed 120 days.

Particulars of Loans given, Investments made, Guarantees given and securities provided

The Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act] read with Rule 11 of the Companies (Meetings of Board and its Powers] Rules, 2014 and Companies (Meetings of Board and its Powers] Amendment Rules, 2015 as the Company is engaged in the business of providing infrastructural facilities.

The loans given, security provided, guarantees given and Investments made by the Company under Section 186 of the Act are given in the notes to the financial statements.

Conservation of Energy, Technology absorption and foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in annexure -V to this Report.

Extract of annual Return

The extract of Annual Return as provided under sub - section (3] of section 92 of the Act in prescribed form MGT-9 is annexed to this Report as annexure -VI.

Particulars of Employees and related disclosures

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of Section 197(12] of the Act read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 forms part of this Board’s report as “annexure -VII”.

The statement containing particulars of employees as required under Section 197(12] of the Companies Act, 2013 read with Rule 5(2] and Rule 5(3] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 forms part of this Board’s report. However, as per Section 136(1] of the Act and second proviso of Rule 5(3] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. The said statement is available for inspection at the registered office of the company during working hours and any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company

Business Responsibility Report (BRR)

SEBI Listing Regulations mandate the inclusion of BRR as part of the Annual Report for top 500 listed entities based on market capitalization calculated as on March 31 of every financial year. In compliance of SEBI listing Regulations we have Integrated BRR disclosures into our Annual Report.

Dividend Distribution Policy

SEBI Listing Regulations also mandates for top 500 listed entities based on market capitalization calculated as on March 31 of every financial year to formulate a dividend distribution policy [‘the policy’). In Compliance of the same, the policy determining the distribution parameters of dividend to its shareholders was adopted by the Board in their meeting held on December 07, 2016. The Policy is enclosed as an annexure -VIII to the Board’s Report and is also available on the Company’s website at http:// www.pncinfratech.com/pdfs/dividend-distribution-policy.pdf

Investor Education and Protection Fund (IEPF)

Pursuant to applicable provisions of the Act read with the IEPF Authority [Accounting, Audit, Transfer and Refund) Rules, 2016 details of all unclaimed amounts of Dividends to be furnished through Form No. IEPF 2 each year and to be uploaded on Company’s Website, on the website of IEPF Authority. The Company has no amount of Dividend or any other such amount as referred in sub-section 2 of section 125 of the Act, which is unpaid or unclaimed for the financial year under review.

23. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act;

b. Change in the nature of business;

c. Voluntary revision of Financial Statements or Board’s Report;

d. Material change affecting the financial position of the Company;

e. Issue of equity shares with differential rights as to dividend, voting or otherwise;

f. No director is in receipt of commission from the Company and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies;

g. No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company’s operations in future;

h. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal) Act, 2013;

i. There was no instance of reporting of fraud to the Audit Committee and of Directors;

j. There was no instance of any Employee Stock Options.

24. Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks and financial institutions, clients, vendors, Intermediaries associated with IPO of the Company, for their co-operation and continued support for the growth of the Company. The Directors also wish to acknowledge the assistance received from various regulatory bodies, NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEDA, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank them for the same and look forward to their continued support.

Your Directors take this opportunity to recognize and appreciate the efforts and hard work of all the employees of the Company at all levels and thank them for their competence, sincerity, hard work and commitment.

For and on behalf of the Board of Directors

Pradeep Kumar Jain

(Chairman and Managing Director)

DIN:-00086653

Place: Agra

Date: August 11, 2017

---

Mar 31, 2016

FINANCIAL RESULTS

The summarized standalone and consolidated financial results of your Company are given below:

(RS, in Lacs)

Particulars	Financial Year ended
	Standalone		Consolidated
	31/03/2016	31/03/2015	31/03/2016	31/03/2015
Total Income from operations	2,01,416.08	1,56,098.54	239,459.63	1,86,088.62
Total Expenses	1,80,067.05	1,38,073.10	209,633.05	1,64,135.60
Profit from operations before other Income, finance cost	21,349.03	18,025.44	29,826.58	21,953.02
Other Income	2,015.54	1,382.08	1,664.63	1,214.46
Profit from ordinary activities before finance cost and exceptional items	23,364.57	19,407.52	31,491.21	23,167.48
Finance cost	3,323.19	4,623.51	12,874.93	9,251.39
Profit from Ordinary activities before tax	20,041.38	14,784.01	18,616.28	13,916.09
Provision for Taxation	(337.64)	4,747.97	(406.48)	4,787.74
Net Profit from Ordinary Activities	20,379.02	10,036.04	19,022.76	9,128.35
Short/(excess) provision for taxation of earlier year	(3,894.87)	-	(3,894.87)	-
Net Profit for the period	24,273.89	10,036.04	22,917.63	9,128.35
Share of Profit/(Loss) of associates	-	-	(1,307.12)	-
Minority Interest	-	-	(0.11)	0.06
Net Profit after Taxes and Minority Interest	24,273.89	10,036.04	21,610.40	9,128.41
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	26,595.52	21,662.07	40,734.54	27,987.35
Amount available for appropriation	73,567.66	50,220.02
Proposed Divided	1,282.70	769.59
Dividend Tax	327.88	156.66
Reserves	1,31,095.71	67,863.40	1,25,843.64	83,127.34
Earnings Per share (Basic/Diluted)	48.77	25.21	43.42	22.93

*previous year figures have been regrouped/rearranged wherever necessary.

FINANCIAL PERFORMANCE

On a standalone basis, the Company recorded total revenue of Rs,2,014 crores, 29.0% higher than the previous yearRs,s revenue of Rs,1,561 crores. Correspondingly, EBITDA and PAT went up from Rs,217 crores and Rs,100 crores, respectively, to Rs,266 crores and Rs,243 crores, marking an increase of 22.7% in EBITDA and 141.8 % in PAT. While EBITDA margin was slightly lower at 13.2% v. 13.9% in FY 2014-15, PAT margin went up from 6.4% to 12.1%.

On consolidated basis, The Company reported total income from operations at Rs,2,395 crores in FY 2015-16, up 28.7% from Rs,1,861 crores in FY 2014-15. The break-up between EPC and BOT (toll and annuity) income was Rs,2,014 crores and Rs,381 crores respectively, as against Rs,1,600 crores and Rs,261 crores in FY 2014-15. Consolidated EBITDA for the year was at Rs,407 crores, which is 45.5% higher than Rs,280 crores in the previous year, while profit after tax (PAT) at Rs,216 crores shot up by 136.7% compared to Rs,91 crores in 2014-15. EBITDA margin improved from 15.0% to 17.0%, while PAT margin went up from 4.9% to 9.0%.

STATE OF AFFAIRS & FUTURE OUTLOOK:

During the year and up to the date of this Report, the Company has bid for and been awarded/become L1 for the following projects:

Resurfacing / strengthening of runway at Air Force Station, Kanpur for a total contract cost of Rs,167.25 Crore.

Four laning of Koilwar to Bhojpur Section, design Chainage from 33.250 to 77.100 (NH 30 & 84), in the state of Bihar under NHDP Phase-III on EPC mode & Four laning of Bhojpur to Buxar Section, design Chainage from 77.100 to 125.00 (NH 84) in the state of Bihar under NHDP Phase-III on EPC mode.

Improvement/augmentation of 146.4 km long Aligarh-Moradabad Section of NH-93 to two lanes with paved shoulders, in the State of Uttar Pradesh, under NHDP Phase-IV. The NHAI project to be executed on EPC basis, has a total contract cost of Rs,644.5 Crores.

Construction of three lane road on both sides of Sharda Sahayak Feeder Canal from Lucknow-Faizabad Road to Lucknow-Sultanpur Road, in the State of Uttar Pradesh. The bid amount for this UP Public Works Department (PWD) project, to be executed on item rate basis, is Rs,205.69 Crores.

Four laning of Varanasi-Gorakhpur Section of NH-29 from km 12.000 to km 88.000 (Package II from Sandah to Birnon) in the State of Uttar Pradesh under NHDP Phase-IV at a contract price of Rs,868.50 Crores.

Four laning of Nagina-Kashipur Section of NH-74 from km 73.000 to Km 175.00 in the States of Uttarakhand and Uttar Pradesh under NHDP IV at a contract price of Rs,1155.70 Crores.

Up-gradation of MDR No. 82W, Nanau-Dodon Section from km 0.000 to km 30.000 in the district of Aligarh, Uttar Pradesh. The bid amount for this ADB funded, UP Public Works Department (PWD) project is Rs,119.9 Crores.

Extension and resurfacing of runway at Air Force Station, Bakshi Ka Talab near Lucknow. The bid amount for this project of Military Engineering Services, Government of India is Rs,140.6 Crores

Four laning/two laning with paved shoulders from 0.00 km to 83.453 km of Dausa-Lalsot-Kauthun Section of NH-11 A (Extension) in the State of Rajasthan under NHDP IV, on Hybrid Annuity Model for a bid project cost of Rs,881.0 Crores. Four laning of Etah to Kasganj road in Uttar Pradesh for a contract value of Rs,232.91 Crore.

PNC Kanpur Highways Limited, a wholly owned subsidiary of PNC Infratech Limited, has commenced toll operations with effect from 7th May 2015 on the Kanpur-Kabrai section of National Highway - 86.

Ghaziabad Aligarh Expressway Pvt. Ltd (GAEPL), an associate company of PNC Infratech Limited, has commenced toll operations with effect from 24th June 2015 on the Ghaziabad-Aligarh section of National Highway - 91.

PNC Bareilly Nainital Highways Private Limited, a wholly owned subsidiary of PNC Infratech Limited, has commenced toll operations with effect from 19th October, 2015, on Bareilly-Almora (Uttarakhand Border) Section of Uttar Pradesh State Highway-37

PNC Raebareli Highways Private Limited, a wholly owned subsidiary of PNC Infratech Limited, has successfully commissioned the project more than 3 months ahead of schedule. PNC was awarded the project for two-laning with paved shoulders from Km 0.000 to Km 166.400 of the Raebareli to Jaunpur Section of NH-231 in the State of Uttar Pradesh under NHDP IV on BOT (Annuity) basis.

The total outstanding contract value pending execution was Rs,553671.00 Lacs as on March 31, 2016.

The Company is presently executing the following major projects:

HIGHWAYS
Sr.	Category	name of the Project
1	State Development of Agra to Firozabad (Village Gurha) (Km. - 2.634 to 0.000 to 53.500) Highways Access Controlled Expressway (Green Field) Project in the state of Uttar Pradesh on EPC mode.
2	Highways	EPC Contract for-Design, Engineering, Finance, Construction, Operation and Maintenance of Ghaziabad-Aligarh Section of NH-91 from Km.23.600 to km 140.200 in the State of Uttar Pradesh Under NHDP Phase III on Design, Build, Finance, Operate and Transfer (the "DBFOT") basis.
3	Highways Construction of Balance work of New Four Lane Agra Bye pass connecting Km 176.800 of NH-2 to Km .13.03 of NH-3 in the state of UP.
4	Highways	Four laning of km 51 to 61 (Including Chambal Bridge) on Dholpur-Morena Section of NH-3 on North-South corridor in the state of Rajasthan—Madhya Pradesh (This project consist of 850 m long State of the art high level PSC Bridge across Chambal river, besides one No. ROB, Two Flyovers and 10 Km long 4 Lane highways).
5	Highways EPC Contract for Two Laning with Paved Shoulders of Raebareli to Jaunpur Section (Km 0 000 to Km 166.4000) of NH-231 in the State of Uttar Pradesh Under NHDP IV on BOT (Annuity)
6	State Widening & strengthening of Pilibhit-Bareilly-Highways Mathura Bharatpur Marg (SH-33) Km.79 to Km.99(800) for Four Lane under Dist. Badaun
7	State Rehabilitation and up gradation of Sonauli Highways to Gorakhpur section (Km.0 000 to Km.80 000) of NH-29E in Uttar Pradesh to two lane with paved shoulders on EPC mode under NHDP Phase-IV.

8 State Highways	Rehabilitation and up gradation of Barabanki-Jarwal section of NH-28C (Km. 0.000 to Km. 43.000) in the state of Uttar Pradesh under NHDP-IV on EPC Basis
9 Highways	Four laning of Koilwar to Bhojpur Section, design Chainage from 33.250 to 77.100 (NH 30 & 84), in the state of Bihar under NHDP Phase-III on EPC mode.
10 Highways	Four laning of Bhojpur to Buxar Section, design Chainage from 77.100 to 125.00 (NH 84) in the state of Bihar under NHDP Phase-III on EPC
power transmission & distribution
11 Power	Supply & Installation of 132 KV & 220 KV T/L in various part of U.P.
railway
12 DFCCI	Design, procurement, construction of Track and track related works and its testing & commissioning for double track electrified railway line on a Design Build Lump Sum Basis from New Karwandiya (Rly. Km. 564) to Durgawati (Rly. Km. 630) approx. 66 Kms on Mughalsarai-Sonnagar Section of Eastern Dedicated Freight Corridor
AIRPORT RUNWAYS
13 Airport Runways	Resurfacing / strengthening of Runway at AF Station, Kanpur

DIVIDEND

Keeping in view the continued good performance, future funds requirements of the Company and policy of the Company for rewarding shareholders, your Directors are pleased to recommend a dividend of 25 %, i.e. Rs,0.50 per equity share on 25,65,39,165 equity shares of Rs,2/- each for the financial year ended 31st March, 2016. For the financial year 2014-15, the Company had paid a dividend of Rs,1.50 per share.

The dividend shall be subject to tax on dividend to be paid by your Company but will be tax-free in the hands of the Members. The dividend together with the dividend distribution tax will entail a cash outflow of Rs,1,610.58 Lacs (previous year Rs,926.25 Lacs).

TRANSFER TO RESERVES

Your Company has not transferred any amount to the general reserve.

consolidated financial statement

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, none of the Company''s subsidiaries, joint ventures or associate companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies.

In accordance with Sec 129(3) of the Companies Act, 2013 and Accounting Standard AS-21, report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http:// www.pncinfratech.com/pdfs/policy-on-material-subsidiaries-pnc-infratech-limited.pdf.

INITIAL PUBLIC OFFERING (IPO)

During the year under review, The Company has completed its Initial Public Offering(IPO), in May, 2015, pursuant to which 1,29,21,708 number of equity shares of Rs,10 each were allotted at a price of Rs,378 per equity share, consisting of fresh issued 1,15,00,000 equity shares and offer for sale of 14,21,708 equity shares by NYLIM Jacob Ballas India (FVCI)III LLC. The equity shares of the company were listed on National Stock Exchange of India Limited and BSE Limited on May 26, 2015.

Your Directors would like to state with great pleasure that the issue received an overwhelming response from the investing community and was subscribed by over 1.40 times, with the QIB portion getting oversubscribed by over 4.5 times, Employee by over 1.04 times. The success of IPO reflects the trust, faith & confidence that our customers, business partners and markets have reposed in your Company inspire of adverse condition of the market at the time of listing.

Your Directors also would like to state with great pleasure that the operations of the Company have grown significantly during the years, which has generated considerable interest in the company''s equity shares in the market. This coupled with general positive economic environment the market price of Company shares have also increased significantly.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on corporate governance along with a certificate from the M/s DR Associates, Company Secretaries, on its compliance, forms an integral part of this report.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. Your Company has Risk Management Policy in place. The Policy provides for a risk management framework to identify and assess risk such as operational, strategic, resources, security, industry, regulatory & compliance and other risk and put in place an adequate risk management infrastructure capable of addressing these risks. The Board periodically reviews the risk, if any, and ensures to take steps for its mitigation.

As per the Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to formulate a separate risk management committee applies only to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Therefore, this requirement is not applicable to us.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Regulation 23 of the SEBI (LODR) Regulations, 2015. During the financial year 201516, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The details of the related party transactions as required under AS -18 are set out in Notes to the standalone financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.pncinfratech.com/pdfs/policy-on-relatedparty-transactions-pnc-infratech-limited.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence in accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available on link at http://www.pncinfratech.com/pdfs/pnc-csr-policy.pdf. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure I to this report.

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditor have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, During the year, there was no change in the constitutions of the Board.

Mr. Chakresh Kumar Jain and Mr. Yogesh Kumar Jain, Managing Directors of the Company are liable to retire by rotation at the ensuing AGM pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, and being eligible has offered themselves for reappointment. The brief resume of Mr. Chakresh Kumar Jain and

Mr. Yogesh Kumar Jain and other information under Regulation 36 of the SEBI (LODR) 2015 and as per Secretarial Standard 1 with respect to the Director seeking "re-appointment" has been provided in the Notice convening 17th AGM. Your Directors recommend their re-appointment.

During the year, Mr. Chakresh Kumar Jain and Mr. Yogesh Kumar Jain, Managing Directors, Mr. Devendra Kumar Agarwal, Chief Financial Officer and Mr. Binaya Kumar Dash, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

Further Mr. Binaya Kumar Dash has resigned from the post of Company Secretary w.e.f. July 23, 2016. The Board places on record its appreciation of the immense contribution made by Mr. Binaya Kumar Dash to the Company.

DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015.

BOARD EVALUATION AND REMUNERATION POLICY

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of all the Committees of the Board for the Financial Year 2015-16. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the

Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors. The Board of Directors has expressed its satisfaction with the evaluation process.

The composition, and terms of reference along with attendance details of the Nomination and Remuneration Committee are provided in Corporate Governance Report. The Nomination and Remuneration Policy of the Company is attached herewith marked as Annexure -II and also placed on its website at we blink http://www.pncinfratech.com/pdfs/nomination-and-remuneration-policy-pnc-infratech-limited.pdf.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of Reg. 25 (7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company needs to formally arrange induction or Familiarization Programme for newly appointed Independent Directors. The details are mentioned in the Report on Corporate Governance which is the part of this report.

HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

SHARE CAPITAL

During the year under review, your Company''s authorized share capital has remain unchanged at Rs,55.00 crores (Rupees Fifty Five Crore only) comprising of 5,50,00,000 equity shares of Rs,10 each.

During the year under review, your Company''s paid up share capital has increased from Rs,39,80,78,330 to Rs,51,30,78,330(Rupees Fifty One Crores Thirty Lacs Seventy Eight Thousands Three Hundred Thirty only) comprising of 5,13,07,833 (Five Crores Thirteen Lacs Seven Thousands Eight Hundred Thirty Three) equity shares of Rs,10 each by issue and allotment of equity shares through Initial Public Offer (IPO) in May, 2015.

During the year under review, the Company has not issued any shares with differential voting rights.

AUDITORS AND AUDITORS'' REPORT AUDITORS

The Auditors, M/s. Purushottam Agrawal & Co., Chartered Accountants (Firm Reg. no. 000731C) and M/s S.S Kothari Mehta & Co., (Firm Reg. no. 000756N), Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility and willingness to be re-appointed. The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limits prescribed under section 141 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of the said section. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed there under, it is proposed to re-appoint M/s Purushottam Agrawal & Co., Chartered Accountants (Firm Reg. no. 000731C) and M/s S.S Kothari Mehta & Co., (Firm Reg. no. 000756N), Chartered Accountants, as the Joint Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

Further the Auditors Report being self-explanatory does not call for any further comments from the Board of Directors.

COST AUDIT

The Board had appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2015-16 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs. The said Auditors have conducted the audit of Cost records for the year ended 31st March 2016 and have submitted their report, which is self explanatory and do not call for any further comments.

Your Company shall submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board has also appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors to conduct Cost Audit for the financial year 2016-17 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

SECRETARIAL AUDIT

In terms of Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. DR Associates, Company Secretaries were appointed as Secretarial Auditors for the financial year 2015-16. The Secretarial Audit Report for the financial year ended on March 31, 2016 is annexed herewith marked as Annexure-III to this Report. There are no qualifications or adverse remark in their Report.

The Board has also appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2016-17

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company'' business.

DISCLOSURES

Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections

177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015 which consists of the following Members. It comprises namely of Mr. C R Sharma, Independent Director (Chairman), Mr. Sunil Chawla, Nominee Director and Mr. Ashok Kumar Gupta, Independent Director as other members. The scope, their attendance and terms of reference of Audit Committee is mentioned in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy has been annexed to this report as Annexure VII. The policy provides for a framework and process whereby concerns can be raised by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e-mail, or a letter to the Vigilance Officer for this purpose/Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the we blink: http://www. pncinfratech.com/pdfs/vigil-mechanism-whistle-blower-policy-pnc-infratech-limited.pdf.

Meetings of the Board

Six meetings of the Board of Directors were held during the year. The detail of dates of board meeting and attendance of directors and similar details of Board Committees are given in Corporate Governance Report which forms part of this Report.

Particulars of Loans given, Investments made, Guarantees given and securities Provided

Your Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is engaged in the business of providing infrastructural facilities.

The loans given, security provided, guarantees given and Investments made by the Company under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -IV to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure -V to this Report.

Particulars of Employees and related disclosures

The particulars of employees drawing remuneration in excess of the limits set out in Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, is annexed to this report, as Annexure -VI.

Unpaid/Unclaimed Dividend

During the year under review no amount which remained unclaimed and unpaid detailed under Section 124 of the Companies Act, 2013, is due for transfer to Investor''s Education and Protection Fund.

Sub-Division of Shares

Your Directors would like to state with immense pleasure that approval for sub-division of the Company''s equity shares of face value ''10 each into 5 equity shares of face value of ''2 each, have been taken by passing resolution through Postal Ballot on July 19, 2016 vide Postal Ballot Notice dated May 27, 2016. The Company have completed all the formalities in this regard. This improves the liquidity of the Company''s Share in stock market and to make it affordable to the small investors.

Statement of Deviations or Variations-

In terms of Regulation 32(4) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby state that there has been no deviation or variation in utilization of IPO Proceeds for the reporting period. Further on July 19, 2016, the Shareholders by way of Postal Ballot has approved the transfer of Rs,89 Lacs being unutilized Issue Related Expenses and Rs,336 Lacs being savings on Capital Equipments purchased to General Corporate Purposes & a sum of Rs,1223 Lacs earmarked for Purchase of Capital Equipments specified in the Prospectus, be replaced with the new Capital Equipments to be procured based on the current business requirements.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Change in the nature of business.

3. Voluntary revision of Financial Statements or Board''s Report.

4. Material change affecting the financial position of the Company.

5. Issue of equity shares with differential rights as to dividend, voting or otherwise.

6. No director is in receipt of commission from the Company and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies

7. No significant oar material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company''s operations in future.

8. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. There was no instance of reporting of fraud to the Audit Committee and of Directors.

10. There was no instance of any Employee Stock Options.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks and financial institutions, clients, vendors, Intermediaries associated with IPO of the Company, for their co-operation and continued support for the growth of the Company. The Directors also wish to acknowledge the assistance received from various regulatory bodies, NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEDA, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank them for the same and look forward to their continued support.

Your Directors also wish to place on record their sincere thanks to M/s. NYLIM Jacob Ballas India (FVCI) III LLC, our private equity partner, who has reposed trust in your Company.

Your Directors take this opportunity to recognize and appreciate the efforts and hard work of all the employees of the Company at all levels and thank them for their competence, sincerity, hard work and commitment.

For and on behalf of the Board of Directors

Pradeep Kumar Jain

Place: Agra (Chairman and Managing Director)

Date: 24.08.2016 DIN:-00086653

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Mar 31, 2015

Dear members,

On behalf of the Board of Directors, it is our pleasure to present the 16th Annual Report on the business and operations of the Company together with the Audited Financial Statement of PNC Infratech Limited ("the Company") for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The summarized standalone and consolidated financial results of your Company are given below:

(Rs. in Lacs)

Particulars Financial Year ended

Standalone

31/03/2015 31/03/2014

Total Income from operations 1,56,098.54 1,15,212.30

Total Expenses 1,38,073.10 1,03,506.88

Profit from operations before 18,025.44 1 1,705.42 other Income, finance cost

Other Income 1382.08 1058.97

Profit from ordinary activities 19,407.52 12,764.39 before finance cost and exceptional items

Finance cost 4,623.51 2,340.82

Profit from Ordinary 14,784.01 10,423.57 activities before tax

Provision for Taxation 4,747.97 3,408.86

Net Profit from Ordinary 10,036.04 7014.71 Activities

Minority Interest - -

Net Profit after Taxes 10,036.04 7014.71 and Minority Interest

Earnings before Interest, 21,662.07 14,188.33 Tax, Depreciation and Amortization (EBITDA)

Amount available for 10036.04 7014.71 appropriation

Proposed Divided 769.59 298.56

Dividend Tax 156.66 50.74

Reserves 67,863.40 58,918.27

Earnings Per share 25.21 17.62 (Basic/Diluted)



Particulars Consolidated

31/03/2015 31/03/2014

Total Income from operations 1,86,088.62 1,35,995.52

Total Expenses 1,64,135.60 1,22,468.81

Profit from operations before 21,953.02 13,526.71 other Income, finance cost

Other Income 1214.47 1080.89

Profit from ordinary activities 23,167.49 14,607.60 before finance cost and exceptional items

Finance cost 9,251.39 6,087.45

Profit from Ordinary 13,916.10 8520.15 activities before tax

Provision for Taxation 4,787.74 3,456.70

Net Profit from Ordinary 9,128.36 5,063.45 Activities

Minority Interest 0.06 454.43

Net Profit after Taxes 9,128.42 5,517.88 and Minority Interest

Earnings before Interest, 27,987.36 17,544.61 Tax, Depreciation and Amortization (EBITDA)

Amount available for _ _ appropriation

Proposed Divided _ _

Dividend Tax _ _

Reserves 83,127.34 66,991.91

Earnings Per share 22.93 13.86 (Basic/Diluted)

*previous year figures have been regrouped/rearranged wherever necessary.

FINANCIAL PERFORMANCE

On a standalone basis, the Company recorded total revenue of C 1,560 crores, which is 35% higher than the previous year's Rs. 1,152 crores. Correspondingly, EBITDA and PAT went up from Rs.142 crores and C 70 crores, respectively, to C 217 crores and Rs.100 crores, respectively, marking an increase of 53% in EBITDA and 43% in PAT. While the EBITDA margin improved from 12.3% to 13.9%, PAT margin went up from 6.1% to 6.5%.

On a consolidated basis, the Company reported total income from operations at C 1,861 crores in FY 2014-15, up 37% from C 1,360 crores in FY 2013-14. The break-up between EPC and BOT (toll and annuity) income was C 1,600 crores and C 261 crores, respectively, in comparison to C1,210 and C150 crores in FY 2013-14. Consolidated EBITDA for the year was at C 280 crores, which was 60% higher than C175 crores in the previous year, while profit after tax (PAT) up by 65%, at C91 crores compared to C 55 crores in 2013-14. EBITDA margin improved from 12.9% to 15.0%, while PAT margin went up from 4.1% to 4.9%.

STATE OF AFFAIRS & FUTURE OUTLOOK:

During the year and up to the date of this Report, the Company has bid for and been awarded/become L1 for the following projects:

Name and description of the contract

Development of Agra to Firozabad (Village Gurha) (Km. - 2.634 to 0.000 to 53.500) Access Controlled Expressway (Green Field) Project in the state of Uttar Pradesh on EPC mode, awarded by Chief Executive Officer, UPEIDA.

Company has become L1 (lowest) Bidder for the project of resurfacing/strengthening of runway at Air Force Station, Kanpur for a total contract cost of C 167.25 Crore.

Two PNC Infratech Limited-led joint ventures have been declared the L1 (lowest) Bidders for two roads projects of National Highways Authority of India for an aggregate project cost of C 1,506.84 crores.

PNC Kanpur Highways Limited, a wholly owned subsidiary of PNC Infratech Limited, has commenced toll operations with effect from 7th May 2015 on the Kanpur-Kabrai section of National Highway - 86.

Ghaziabad Aligarh Expressway Pvt. Ltd (GAEPL), an associate company of PNC Infratech Limited, has commenced toll operations with effect from 24th June 2015 on the Ghaziabad-Aligarh section of National Highway - 91.

The total outstanding contract value pending execution was Rs.344476.00 Lacs as on March 31, 2015.

The Company is presently executing the following major projects:

Sr. Category Name of the Project

1 Highways EPC Contract for-Design, Engineering, Finance, Construction, Operation and Maintenance of Ghaziabad- Aligarh Section of NH-91 from Km.23.600 to km 140.200 in the State of Uttar Pradesh Under NHDP Phase III on Design, Build, Finance, Operate and Transfer (the "DBFOT") basis.

2 Highways Construction of Balance work of New Four Lane Agra Bye pass connecting Km 176.800 of NH-2 to Km .13.03 of NH-3 in the state of UP.

3 Highways Four laning of km 51 to 61 (Including Chambal Bridge) on Dholpur-Morena Section of NH-3 on North- South corridor in the state of Rajasthan - Madhya Pradesh (This project consist of 850 m long State of the art high level PSC Bridge across Chambal river, besides one No. ROB, Two Flyovers and 10 Km long 4 Lane highways).

4 Highways EPC Contract for Two Laning with Paved Shoulders of Raebareli to Jaunpur Section (Km 0 000 to Km 166.4000) of NH-231 in the State of Uttar Pradesh Under NHDP IV on BOT (Annuity)

5 Highways EPC Contract for Construction of four laning of Bareilly - Almora - Bageshwar Road (upto Uttrakhand Border) (SH-37).

6 State Four laning widening and strengthening of Agra - Highways Samasbad Road.

7 State Widening & strengthening of Pilibhit -Bareilly Highways -Mathura-Bharatpur Marg (SH-33) Km.55 to Km.78 for Four Lane under Dist. Bareilly.

8 State Widening & strengthening of Pilibhit-Bareilly -Mathura Bharatpur Marg (SH-33) Km.79 to Km.99(800) for

Highways Four Lane under Dist. Badaun

9 State Rehabilitation and upgradation of Sonauli to Highways Gorakhpur section (Km.0 000 to Km.80 000) of NH-29E in Uttar Pradesh to two lane with paved shoulders on EPC mode under NHDP Phase-IV.

10 State Rehabilitation and upgradation of Barabanki-Jarwal Highways section of NH-28C (Km. 0.000 to Km. 43.000) in the state of Uttar Pradesh under NHDP-IV on EPC Basis

11 State Development of Agra to Firozabad (Village Gurha) Highways (Km. - 2.634 to 0.000 to 53.500) Access Controlled (new) Expressway (Green Field) Project in the state of Uttar Pradesh on EPC mode.

12 Airport Resurfacing of runway and allied works at AFS Runways PANAGARH (WB).

13 Airport Resurfacing of runway at AFS GORAKHPUR (UP). Runways

14 Water Construction of Pipe Bridge across Yamuna River. Supply (This Project envisages Construction of Pipe cum Road Bridge across river Yamuna including its approaches near Kailash Mandir, Sikandra, Agra)

15 Power Supply & Installation of 132 KV & 220 KV T/L in various part of U.P.

DIVIDEND

Keeping in view the continued good performance, future funds requirements of the Company and policy of the Company for rewarding shareholders, your Directors are pleased to recommend a dividend of 15 %, i.e. Rs. 1.50 per equity share on 5,13,07,833 equity shares of Rs.10/- each for the financial year ended 31st March, 2015.

The dividend shall be subject to tax on dividend to be paid by your Company but will be tax-free in the hands of the Members. The dividend together with the dividend distribution tax will entail a cash outflow of C 926.25 Lacs (previous year C 349.30 Lacs).

CREDIT RATING

The credit rating of the Company is CARE A (low credit risk and adequate degree of safety) for long term and CARE A1 (lowest credit risk and very strong degree of safety) for short term, during the financial year.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, none of the Company have become or ceased to be Company's subsidiaries, joint ventures or associate companies.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http:// www.pncinfratech.com/investors.

LISTING WITH STOCK EXCHANGES

The Company has completed its Initial Public Offering (IPO), in May, 2015, pursuant to which 1,29,21,708 number of equity shares of C10 each were allotted at a price of C378 per equity share, consisting of fresh issued 1,15,00,000 equity shares and offer for sale of 14,21,708 equity shares by NYLIM Jacob Ballas India (FVCI)III LLC. The equity shares of the company were listed on National Stock Exchange of India Limited and BSE Limited on 26th May, 2015.

As the Company got listed in May 2015, therefore, the provisions of the Companies Act, 2013, as applicable to a listed company and Listing Agreement were not applicable during the financial year 2014-15, however, the Company endeavors to voluntary comply the provisions, to the extent possible during the financial year 2014-15.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) during the financial year ended March 31, 2015, the Company was unlisted, and hence the comments are not required; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The compliance with clause 49 of the listing agreement was first time applied to your Company on the listing of its shares on the stock exchanges on May 26, 2015. However, your Company has voluntarily complied with the code of corporate governance in accordance with Clause 49 of listing agreement to a large extent, particularly in respect of Board of Directors and other committees of the Board. From the date of listing, the company is fully compliant with Listing Agreement.

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

RISK MANAGEMENT

The Company has adopted a Policy on Risk Management, to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company's business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Company's management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal Audit methodologies and processes that governs how the Company conducts the business of the Company and manages associated risks.

Pursuance to Clause 49 of the Listing Agreement, the Company is not required to constitute a Business Risk Management Committee. At present the Company has not identified any element of risk which may threaten the existence of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website accessible at weblink http://www. pncinfratech.com/investors. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions entered/continued during the year were in Ordinary Course of the Business and on Arm's Length basis.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.pncinfratech.com/investors. The Annual Report on CSR activities is annexed herewith marked as Annexure-I.

INTERNAL FINANCIAL CONTROL

During the year the Company, being an un-listed entity, was not required to comply the guiding provisions of Internal Financial Control, as required under Companies Act, 2013 and Listing Agreement. Existing systems and procedures adopted in the Company were sufficient for adequate Internal Financial Control and no reportable material weakness in the design of operation were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S K Awasthi resigned as a Director of the Company w.e.f. 02.06.2014 due to personal reasons.

During the year, members approved the appointment of Mr. C R Sharma, Mr. A K Gupta, Mr. D V Sharma, Mr. S C Kalia, Mr. R K Gupta and Mrs, Deepika Mittal, as Independent Directors, who are not liable to retire by rotation, for a period of five years.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Naveen Kumar Jain and Mr. Anil Kumar Rao, Whole Time Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

Your Directors recommend their re-appointment at the ensuing Annual General Meeting.

During the year under review, Mr. C K Jain, Managing Director was appointed as Chief Financial Officer on Sep 22, 2014 and resigned from the same position on Feb 10, 2015.

Further, Mr. Devendra Kumar Agarwal was appointed as Chief Financial Officer of the Company w.e.f. February 10, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

BOARD EVALUATION AND REMUNERATION POLICY

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors. On the basis of Policy approved by the Board of Directors for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the weblink: http://www.pncinfratech.com/investors. The Nomination and Remuneration Policy of the Company is attached herewith marked as Annexure -II.

During the period under review, the Company was not listed, hence details as required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding ratio of remuneration of Executive directors to the median remuneration of the employees and increase in remuneration of executive Director , Chief financial officer and company Secretary during the financial year, has not been provided.

HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

SHARE CAPITAL

During the year under review, your Company's authorised share capital was increased from Rs.50.00 crores to Rs.55.00 crores (Rupees Fifty Five Crore only) comprising of 5,50,00,000 equity shares of Rs.10 each.

During the year under review, your Company's paid up share capital has remain unchanged at Rs.39,80,78,330 (Rupees Thirty Nine Crores Eighty Lacs Seventy Eight Thousands Three Hundred Thirty only) comprising of 3,98,07,833 (Three Crores Ninety Eight Lacs Seven Thousands Eight Hundred Thirty Three) equity shares of C10 each. However, the Company has raised the issued and paid up capital by issue and allotment of equity shares through Initial Public Offer (IPO) in May, 2015.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

In the last AGM held on September 11, 2014, M/s. Purushottam Agrawal & Co. and S.S. Kothari Mehta & Co., Chartered Accountants have been appointed Statutory Auditors of the Company upto the conclusion of 17th AGM. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. They have confirmed their eligibility to the effect that their confirmation, if made, would be within the prescribed limits under the Act and that they are not disqualified to be confirmed as Auditors.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

COST AUDIT

The Board had appointed M/s. Rajesh Gupta & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2014-15 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs. The said Auditors have conducted the audit of Cost records for the year ended 31st March 2015 and have submitted their report, which is self explanatory and do not call for any further comments.

Your Company shall submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board has also appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors to conduct Cost Audit for the financial year 2015-16 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made thereunder, M/s. Anuj Ashok & Associates, Practicing Company Secretary were appointed as Secretarial Auditors for the financial year 2014-15. The Secretarial Audit Report for the financial year ended on March 31, 2015 is annexed herewith marked as Annexure-III to this Report. There are no qualifications or adverse remark in their Report.

The Board has appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2015-16.

DISCLOSURES Audit Committee

The Audit Committee comprises of Mr. C R Sharma, Independent Director (Chairman), Mr. Sunil Chawla, Nominee Director and Mr. Ashok Kumar Gupta, Independent Director as other members. The scope and terms of reference of Audit Committee is mentioned in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Agreement and under Section 177 of the Companies Act, 2013. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Vigilance Officer for this purpose/Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the weblink: http://www.pncinfratech.com/investors.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. The detail of dates of board meeting and attendance of directors and similar details of Board Committees are given in Corporate Governance Report.

Particulars of Loans given, Investments made, Guarantees given and securities Provided

Your Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is engaged in the business of providing infrastructural facilities.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -IV to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure -V to this Report.

Particulars of Employees and related disclosures

The particulars of employees drawing remuneration in excess of the limits set out in Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report, as Annexure -VI.

Unpaid/Unclaimed Dividend

During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor's Education and Protection Fund.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Change in the nature of business.

3. Voluntary revision of Financial Statements or Board's Report.

4. Issue of equity shares with differential rights as to dividend, voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

6. No director is in receipt of commission from the Company and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future.

8. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. There was no instance of reporting of fraud to the Audit Committee and of Directors.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks and financial institutions, clients, vendors, Intermediaries associated with IPO of the Company, for their co-operation and continued support for the growth of the Company. The Directors also wish to acknowledge the assistance received from various regulatory bodies, NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEDA and other Central and State Government agencies and thank them for the same and look forward to their continued support.

Your Directors also wish to place on record their sincere thanks to M/s. NYLIM Jacob Ballas India (FVCI) III LLC, our private equity partner, who has reposed trust in your Company.

Your Directors take this opportunity to recognise and appreciate the efforts and hard work of all the employees of the Company at all levels and thank them for their competence, sincerity, hard work and commitment.

For and on behalf of the Board of Directors Pradeep Kumar Jain

Place: Agra (Chairman and Managing Director) Date: August 07, 2015 DIN:-00086653