• 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 Rs. 240 Cr on April 22, 2025.

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.

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 .

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.

As part of the Corporate Social Responsibility initiative, the Company has spent an amount of Rs. 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".

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

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.

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.

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).

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.

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.

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.

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 Rs. 51,30,78,330/-

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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".

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 .

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.

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.

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.

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.

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 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.

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.