PNC Infratech Ltd Directors Report

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PNC Infratech Ltd Share Price directors Report

Dear Members,

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:

Rs in lakhs (except EPS)

Particulars Standalone Results For the year ended as at Consolidated Results 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

2. FINANCIAL PERFORMANCE On Standalone Basis

On a standalone basis, revenue of the Company for FY 2021-22 is Rs 6,30,550.34 lakhs as compared to Rs 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 Rs 78,724.64 lakhs as compared to Rs 67,660.72 lakhs in FY 2020-21. The Profit before Tax for FY 2021-22 is Rs 63,142.67 lakhs as compared to Rs 55,850.44 lakhs in FY 2020-21. The Profit after Tax for FY 2021-22 is Rs 44,783.12 lakhs as compared to Rs 36,194.62 lakhs in FY 2020-21.

On Consolidated Basis

The Consolidated Revenue of the Company for FY 2021-22 is Rs 7,20,803.56 lakhs as compared to Rs 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 Rs 1,53,447.36 lakhs as compared to Rs 1,42,172.32 lakhs in FY 2020-21. The Consolidated Profit before Tax for FY 2021-22 is Rs 80,609.26 lakhs as compared to Rs 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 Rs 58,042.98 lakhs as compared to Rs 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.

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.
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 Companys performance, the Board of Directors have declared Final Dividend of 25% i.e Rs 0.50 per equity shares of Rs 2/- (Two) each on, 25, 65, 39,165 no of equity shares, amounting of Rs 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 Companys 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 Companys 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 Rs 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 Companys 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 arms 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 Companys 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 Rs 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 DIRECTORS 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 directors 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 Companys 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 Companys 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 Rs 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.

Auditors 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 202223.

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 Companys 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 Boards 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 Companys 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 Companys 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 Companys 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 Boards 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
Sd/-
Chakresh Kumar Jain
(Managing Director) DIN:-00086768
Sd/-
Place: Agra Yogesh Kumar Jain (Managing Director)
Date: May 28, 2022 DIN:-00086811

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