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)

“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:

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:

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