FY 2021-22

To,

The Members,

Power Finance Corporation Limited

Your Directors are pleased to present their 36th Annual Report on the performance of your Company for the financial year ended March 31, 2022 along with Audited Financial Statements, Auditor's Report, Secretarial Auditor's Report & report by the Comptroller and Auditor General of India.

Your Directors, at the outset take pride in informing you that during the year, your company has been accorded 'Maharatna' Status - the highest recognition by Government of India to Central Public Sector Enterprises (CPSE's).

1.0 Financial and Operational Highlights

• Total income achieved during the FY 2021-22 was up by 2% to Rs 38,591 crore.

• Net Interest Income during the FY 2021-22 increased by 8% to Rs 14,030 crore.

• Delivered highest ever Net profit of Rs 10,022 crore up by 19% during FY 2021-22.

• Board recommended a final dividend of Rs 1.25 per equity share in addition to an interim dividend of Rs 10.75 per equity share, which was paid during FY 2021-22. The total dividend for the FY 2021-22 thus aggregates to Rs 12 per equity share as against Rs 10 per equity share paid for the previous year.

The final dividend will be paid after your approval at the Annual General Meeting. The total dividend pay-out for the FY 2021-22 will thus amount to Rs 3,168.1 crore (inclusive of TDS) representing 32% of the profit after tax.

• Total expenditure for the FY 2021-22 amounted to Rs 26,364 crore. Out of it, finance cost amounted to Rs 22,671 crore. This constituted 86% of total expenses in FY 2021-22. During FY 2021-22, employee benefit expenses and other expenses, which includes administrative and office expenses were Rs 336 crore (1.27% of total expenses) against Rs 265 crore (0.96% of total expenses) in the previous year.

• Loans Sanctioned amounted to Rs 51,616 crore during the FY 2021-22 to State, Central, Private and Joint Sector entities. Disbursements amounted to Rs 51,242 crore during the same period.

• Gross Loan Asset book as on FY 2021-22 stood at Rs 3,73,135 crore. The outstanding borrowing as on FY 2021-22 stood at Rs 3,20,128 crore.

• Total provision of Rs 14,344 crore towards Stage- III Loan Assets as at the end of FY 2021-22. The Net Stage-III Assets stands at Rs 6,571 crore as on March 31, 2022, which is 1.76% to the Total Gross Loan Assets. In addition to above, provision of Rs 2,059 crore and Rs 945 crore on Stage-I Loan Assets and Stage-II Loan Assets respectively is available as on March 31, 2022.

• As on March 31, 2022, the Government of India's shareholding is 55.99%.

• PFC's robust financials inspire higher levels of confidence amongst investors, regulators and other stakeholders in your Company.

1.1.1 Profitability

(Rsin crore)

1.1.2 Reserve & Surplus

*Attributable to owners of the Company (PFC)

1.2 OPERATIONAL PERFORMANCE OVERVIEW 1.2.1 ASSET QUALITY

1.2.2 SANCTION / DISBURSEMENT (EXCLUDING R-APDRP / IPDS)

* Includes Rs 20,144 Crore towards moratorium loans during Covid pandemic.

1.2.3.1 Deposits

Your Company is a non-deposit taking NBFC, and thus has not accepted any public deposits during the FY 2021-22. Further, no Perpetual Debt Instruments (PDI) was issued by your Company during FY 2021-22.

1.2.3.2 Borrowings from Domestic Market

The details of borrowings made from domestic market during FY 2021-22 are as under:

Further, for maintaining adequate liquidity, credit lines to the tune of Rs 9,030 crore were sanctioned as on March 31, 2022 by various scheduled commercial banks to the Company for shortterm funding generally without any commitment charges.

RBI has prescribed Liquidity Coverage Ratio (LCR) framework for NBFCs. These guidelines aims for maintenance of a liquidity buffer in terms of LCR by ensuring that NBFCs have sufficient High Quality Liquid Asset (HQLA) to survive any acute liquidity stress scenario lasting for next 30 days. PFC maintains sufficient liquidity buffer in the form of HQLA as prescribed.

1.2.3.3 External Borrowings

The foreign currency denominated borrowings during FY 2021-22 are as follows:

Green Bonds

PFC established its Green Bond Framework in October, 2017 as approved by Climate Bonds Initiative (CBI), London, UK. The Green Bond framework for funding renewable projects (viz. Solar and Wind) has been updated in August, 21 to align with the latest set of guidelines namely Climate Bonds Standard version 3.0, the Green Bond Principles (GBP), 2021 issued by the International Capital Markets Association (ICMA). In this context, an agreement was executed between PFC & Climate Bonds Initiative.

PFC has issued its first USD Green bond in December, 2017 and raised US $400 million ('2,575 crore) at a coupon of 3.75% and these bonds are listed on the London Stock Exchange's new International Securities Market (ISM) and Singapore Stock Exchange. Further, in September, 2021 PFC issued its first ever Euro Green Bonds amounting to EUR 300 million ('2,597 crore) at a coupon of 1.841% and these bonds are listed on the Singapore Stock Exchange, India INX and NSE IFSC. Annual update to the holders of the bonds, as required under the PFC's Green bond framework is as follows:-

The funds raised under Green bonds have been utilised to finance renewable energy projects as per the "Eligible Projects" under PFC's Green Bond Framework. As at March 31, 2022, outstanding loan balances of Solar & Wind energy projects funded by PFC are Rs 11,794 crore & Rs 6,573 crore respectively. The total capacity (MW) of outstanding Solar & Wind energy projects funded by PFC as on March 31, 2022 is 6,225MW. Accordingly, PFC green bond portfolio is more than the amount raised through issue of green bonds.

1.3 CREDIT RATING

During the FY 2021-22, Company's both long-term & short-term domestic borrowing programme (including bank loans) continued to be the highest rating.

• Domestic Rating assigned by CRISIL, ICRA and CARE

- Long-term domestic borrowing programme Rating - CRISIL AAA, ICRA AAA and CARE AAA

- Short-term domestic borrowing programme Rating - CRISIL A1+, ICRA A1+ and CARE A1 +

• International Rating

The Company's international credit ratings continue to be Baa3 and BBB- assigned by International Credit Rating Agencies Moody's and Fitch respectively.

1.4 MEMORANDUM OF UNDERSTANDING WITH GOVT. OF INDIA

Your Company has been consistently accorded 'Excellent' Rating by Government of India since FY 1993-94 except for two financial years. For the FY 2020-21, your Company was accorded 'Excellent rating'. The rating for FY 2021-22 is still awaited.

In FY 2021-22, the achievement of your Company on some key MoU parameters has been as under:

1.5.1 REC LIMITED

Consequent upon acquisition of majority stake in REC (Formerly Rural Electrification Corporation Limited) from Government of India on March 28, 2019, Your Company is the promoter and holding Company of REC. Accordingly, the following subsidiaries of REC as on March 31, 2022 are also subsidiaries of PFC:

(i) REC Power Development and Consultancy Limited

(ii) Chandil Transmission Limited

(iii) Dumka Transmission Limited

(iv) Koderma Transmission Limited

(v) Mandar Transmission Limited

(vi) Bidar Transmission Limited

(vii) Rajgarh Transmission Limited

(viii) MP Power Transmission Package-I Limited

(ix) ER-NER Transmission Limited

REC is also a Systemically Important (Non-Deposit Accepting or Holding) Non-Banking Finance Company (NBFC) registered with Reserve Bank of India (RBI) as an Infrastructure Finance Company (IFC). Its business activities involve financing projects in the complete power sector value chain, be it generation, transmission or distribution. REC provides financial assistance to state electricity boards, state governments, central/state power utilities, independent power producers, rural electric cooperatives and private sector utilities.

During the FY 2021-22, the total income of REC was Rs 39,231 crore and the net profit was Rs 10,046 crore, on standalone basis.

The detailed operational and financial performance of REC is available on its website i.e. www.recindia.nic.in.

1.5.2 PFC CONSULTING LIMITED

Your Company had been offering consultancy support to the Power Sector through PFC Consulting Limited, its wholly- owned subsidiary.

The Services offered by PFCCL are broadly in the following areas: Transaction Advisory

• Selection of Sellers/Developers Through 'Case-1' and 'Case-2';

• Guidelines & SBDs: Short-Term, Medium-Term, Long-Term (Case Rs 1', Case Rs 2' and UMPPs), Hydro, Solar, Wind, Pilot Scheme 1 & 2

• Reform & Restructuring

• Independent Transmission Projects

• Privatisation of Electricity Distribution in UTs

Project Development

• Ultra Mega Power Projects (UMPPs)

• Ultra Mega Renewable Energy Power Parks (UMREPPs)

• Owner's Engineer, Lender's Independent Engineer, Lender's Insurance Advisor

• Setting up of Manufacturing Zone for power and renewable energy equipment

PMA / PMC/ Other GoI Schemes

• Revamped Distribution Sector Scheme (RDSS)

• Procurement of Power: DEEP Portal

• Coal Linkage Auction under SHAKTI Scheme

• Pilot Scheme I & II

• PRAAPTI Portal

• Integrated Power Development Scheme (IPDS)

• Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY)

• National Smart Grid Mission (NSGM)

• Restructured Accelerated Power Development and Reforms Programme (R-APDRP)

Smart Solutions

• Smart Metering

• Energy Portfolio Management

Other Services

• Tariff & Regulatory

• Selection of EPC Contractor

• Resource Mobilisation

• Project advisory for new power plant

• Strategy

• Contracts, commercial and legal

• Project Appraisal

• Computerisation of Operations

• Accounting Systems

• Policy

• Energy Audit

Till date, consultancy services have been rendered to 77 clients spread across 27 States/UTs in India by PFCCL. The total number of assignments undertaken as on date are more than 160.

Further, during the FY 2021-22, the total income of PFCCL on consolidated basis was Rs 91.09 crore and the net profit earned was Rs 37.67 crore. The net worth of PFCCL as on March 31, 2022 was Rs 111.35 crore.

• Your Company is designated by Ministry of Power Government of India as the 'Nodal Agency' for facilitating development of Ultra Mega Power Projects and its wholly-owned subsidiary

i.e. PFC Consulting Limited is the 'Bid Process Coordinator' for Independent Transmission Projects.

As on March 31, 2022, for the said purpose, the following Special Purpose Vehicles (SPVs) have been incorporated as subsidiaries/deemed subsidiaries of the Company:

i. Chhattisgarh Surguja Power LimitedA

ii. Coastal Karnataka Power Limited

iii. Coastal Maharashtra Mega Power LimitedA

iv. Coastal Tamil Nadu Power Limited

v. Orissa Integrated Power Limited

vi. Sakhigopal Integrated Power Company Limited

vii. Ghogarpalli Integrated Power Company Limited

viii. Tatiya Andhra Mega Power LimitedA

ix. Deoghar Mega Power Limited

x. Cheyyur Infra Limited

xi. Odisha Infrapower Limited

xii. Deoghar Infra Limited

xiii. Bihar Infrapower Limited

xiv. Bihar Mega Power Limited

xv. Jharkhand Infrapower Limited

xvi. Tanda Transmission Company Limited *a

xvii. Bijawar-Vidarbha Transmission Limited*

xviii. Shongtong Karcham-Wangtoo Transmission Limited*A

xix. Ananthapuram Kurnool Transmission Limited*

xx. Bhadla Sikar Transmission Limited*

xxi. Khetri Narela Transmission Limited*

xxii. Kishtwar Transmission Limited*

xxiii. Mohanlalganj Transmission Limited*

xxiv. Chhatarpur Transmission Limited*

a SPV under the process of striking-off.

* wholly-owned subsidiaries of PFC Consulting Limited.

2.1 Asset Liability Management

Your Company has put in place an effective Asset Liability Management System as per Asset Liability Management Policy formulated in line with the RBI's guidelines on Liquidity Risk Management Framework to manage the liquidity and interest rate risks. Measurement and monitoring of Liquidity risk is done through cash flow approach; and for Interest rate risk, it is done through traditional gap analysis technique as detailed in RBI guidelines. Such analysis is made on periodical basis in various time buckets and is used for critical decisions regarding the time, volume and maturity profile of the borrowings and

creation of mix of assets and liabilities in terms of time period (short, medium and long-term) and in terms of fixed and floating interest rates. The details of the asset liability management maturity pattern are given at Note No. 53 of the Notes to Accounts of the Standalone Financial statements forming part of this Annual Report.

2.2 Foreign Currency Risk Management

Your Company has put in place "Policy for Management of Risks on Foreign Currency Borrowings" to manage risks associated with foreign currency borrowings. The Company enters into hedging transactions to cover exchange rate and interest rate risk through various instruments like forwards, options and swaps.

As on March 31, 2022, the total o/s foreign currency liabilities are USD 6,783 million, JPY 36,336 million & EUR 308 million; out of which USD 4,075 million is hedged. Further, 92% of the FC portfolio with residual maturity up to 5 years has been hedged.

2.3 Integrated Enterprise Wide Risk Management

In order to manage risks faced by your Company, it has put in place an Integrated Enterprise Wide Risk Management Policy (IRM policy). For implementation of the policy, Your Company has constituted a Risk Management Committee of Directors. Under the IRM policy, the Company has to identify the principal risks which may have an impact on its profitability/revenues. In this regard, the Company has identified 11 significant risk parameters which arise from the Company's business model and from its use of financial instruments. These risk parameters cover the major operational risks, financial risks, market risks, regulatory risks etc. faced by the Company and are regularly assessed as per the Risk Assessment Criteria.

3.1 Independent Transmission Projects (ITPs)

Ministry of Power has also initiated Tariff Based Competitive Bidding (TBCB) Process for development and strengthening of Transmission system through private sector participation.

The objective of this initiative is to develop transmission capacities in India and to bring in the potential investors after developing such projects to a stage having preliminary survey work, identification of route, preparation of survey report, initiation of process of land acquisition for sub-stations, if any, initiation of process of seeking forest clearance, if required etc.

As on March 31, 2022, 40 Special Purpose Vehicles (SPVs), 2 by PFC and other 38 by PFC Consulting Limited (wholly-owned subsidiary) have been established for ITPs.

Further, during the FY 2021-22, following SPVs established for development of transmission projects has been transferred to the successful bidders selected through TBCB:

i. Khavda-Bhuj Transmission Limited

ii. Nangalbibra-Bongaigaon Transmission Limited

iii. Sikar-II Aligarh Transmission Limited

iv. Koppal-Narendra Transmission Limited

v. Karur Transmission Limited

Further in the month of April & May, 2022, PFCCL has incorporated

5 new SPVs for development of transmission schemes.

i. Fatehgarh III Beawar Transmission Limited

ii. Beawar Dausa Transmission Limited

iii. Siot Transmission Limited

iv. Khandukhal Rampura Transmission Limited

v. Fatehgarh III Transmission Limited

As on date, out of 45 SPVs, 31 SPVs were transferred to the successful bidders and bidding process for 8 SPVs are under progress. Further, due to de-notification of schemes by MoP, 2 SPVs were closed, other 3 SPVs are under process of closure and 1 scheme is under abeyance.

3.2 Ultra Mega Power Projects (UMPPs)

Development of Ultra Mega Power Projects (UMPPs), with a capacity of about 4,000 MW each, adopting super critical technology is the initiative of Ministry of Power (MoP), Government of India for which your Company has been designated as the 'Nodal Agency' and Central Electricity Authority (CEA) as the Technical Partner by MoP.

PFC Consulting Limited (a wholly-owned subsidiary of PFC) along with MoP and CEA undertake preliminary site investigation activities, land acquisition activities, site specific studies to obtain appropriate regulatory and other approvals for land, water, coal block, environment etc. necessary to conduct catalyst of the bidding process. The successful bidder is then expected to develop and implement these projects.

Your Company incorporated a total of 19 wholly-owned Special Purpose Vehicles (SPVs) for the 14 UMPPs. Out of these, 4 UMPPs have been transferred to successful bidders and as per the direction of MoP and respective State Governments, PFC / PFCCL is in the process of closure of 4 UMPPs.

PFC initiated the process of closure of SPVs namely Tatiya Andhra Mega Power Limited (TAMPL), Coastal Maharashtra Mega Power Ltd (CMMPL) and Chhattisgarh Surguja Power Ltd (CSPL). Requisite documents for closure are filed in RoC. Further, PFC is intending to utilise the SPV namely Coastal Karnataka Power Ltd (CKPL) for bidding regarding stressed projects.

MoP has decided to defer any action on formulation of UMPPs Bidding framework as of now as the country is making energy transition from fossil fuel to non-fossil fuel. Further, in QPRM held on 16.12.2021, PFC was advised to review the status of UMPPs and take necessary action for closure wherever required, in consultation with stakeholders. Matter is under consideration.

6 Integrated Power Development Scheme (With Restructured Accelerated Power Development and Reform Programme (R-APDRP) Subsumed in IT)

Your Company is involved in various GoI programmes for the power sector, including acting as a nodal agency for the IPDS (R-APDRP subsumed) and Revamped Distribution Sector Scheme (RDSS) launched by Govt. of India in July, 2021.

3.3.1 Revamped Distribution Sector Scheme (RDSS)

MoP/Gol vide OM dated July 20, 2021 has conveyed sanction of President of India for implementation of "Revamped Distribution Sector Scheme (RDSS) - A Reforms-based and Results-linked, Distribution Sector Scheme" to improve the operational efficiencies and financial sustainability of DISCOMs, by providing financial assistance to DISCOMs for upgradation of the distribution infrastructure and prepaid smart metering & system metering based on meeting pre-qualifying criteria and achieving basic minimum benchmarks in reforms. PFC and REC (PFC's subsidiary) are the designated nodal agencies for operationalization of the Scheme, as per RDSS guidelines and directions of inter-ministerial Monitoring Committee/MoP from time to time. Nodal agencies are eligible for 0.50% of the sum total of the Gross Budgetary Support (GBS) component of the various projects approved by Monitoring Committee as its fee. PFC is the nodal agency for 17 States/UTs under the Scheme. The ongoing approved projects under IPDS/R-APDRP have been subsumed in RDSS. All State-owned distribution companies and State/UT Power Dept. excluding private sector companies are eligible for financial assistance under the Scheme. The implementation period of the Scheme is 5 Years (FY 2021-22 to FY 2025-26).

Scheme Objectives

i. Improve the quality, reliability and affordability of power supply to consumers through a financially sustainable and operationally efficient distribution sector.

ii. Reduce AT&C losses to pan-India levels of 12-15% by 2024-25.

iii. Reduce ACS-ARR gap to zero by 2024-25.

The Scheme has two parts:

i. Part A covers metering works (prepaid smart metering for consumers and system metering) and distribution infrastructure works (loss reduction; modernization & system augmentation components).

ii. Part B covers training & capacity building and other enabling & supporting activities.

Outlay and Budgetary Support

The Scheme has an outlay of Rs 3,03,758 crore with an estimated gross budgetary support of Rs 97,631 crore from the GoI.

Progress of implementation

Based on the recommendations of PFC, upto March 2022, GoI has approved projects worth Rs 65,018 crore (GoI Grant component of Rs 25,613 crore) to DISCOMs of Andhra Pradesh (AP), Gujarat, Himachal Pradesh (HP), Kerala, Madhya Pradesh (MP) and Uttarakhand under RDSS. Further, PFC has disbursed an amount of Rs 537 crore to Discoms of AP, Gujarat and HP towards Phase - I advance of 5% of GoI Grant for implementation of Loss Reduction Projects, as per RDSS guidelines. Your Company is also supporting the States by preparing Model Bidding Documents for Automation and ERP projects under RDSS.

Part-B component of RDSS focuses on the human resources and skill development inter alia including capacity building initiatives on corporate governance, technical matters, advance technology intervention areas, new business processes etc. MoP has mandated PFC for taking-up skill development for Smart Metering works as well as training programme for DISCOMs' employees. Upto March 2022, total 31 training programmes were conducted through NPTI covering 1,168 DISCOM personnel. Your Company is also handholding the Discoms in incorporating better corporate governance practices.

3.3.2 Integrated Power Development Scheme (IPDS)

In order to provide impetus to strengthening of power distribution sector in urban areas and extend financial assistance against capital expenditure for addressing the gaps in sub transmission & distribution network and metering in urban areas to supplement the resources of DISCOMs/Power Departments, Ministry of Power, Government of India launched "Integrated Power Development Scheme" (IPDS) on December 3, 2014. Restructured Accelerated Power Development & Reforms Programme (R-APDRP) Scheme notified vide MoP order dated September 19, 2008 was subsumed into IPDS. PFC is the Nodal Agency for operationalisation of the IPDS/ R-APDRP Scheme. IPDS (including R-APDRP subsumed) Scheme had Sunset date of March 31, 2022 (excluding identified Projects).

Components of IPDS

The major components envisaged under the Scheme and additional components included by Ministry of Power from time-to-time are as under:

i. Strengthening of sub-transmission and distribution networks in the urban areas;

ii. Metering of distribution transformers/ feeders/ consumers in the urban areas;

iii. Schemes for Enterprise Resource Planning (ERP) and IT enablement of balance urban towns are also included under IPDS. Scope of IT enablement has been extended to all urban towns as per Census 2011.

iv. Smart metering solution for performing UDAY States and Solar panels on Govt. buildings with net-metering are also permissible under the Scheme.

v. Gas Insulated Sub-stations (GIS) at locations where space constraint exists are also permissible

vi. Real Time-Data Acquisition System (RT-DAS) Projects for accurate measurement of power interruption parameters like SAIDI/ SAIFI at 11KV feeder level are also covered under the Scheme.

vii. IT enablement of distribution sector and strengthening of distribution network under R-APDRP for 12th and 13th Plans by carrying forward the approved outlay for R-APDRP to IPDS.

Outlay & Budgetary Support

• The estimated outlay of the scheme is Rs 32,612 crore including a budgetary support of Rs 25,354 crore from Government of India during the entire implementation period.

• R-APDRP scheme cost of Rs 44,011 crore (with a budgetary support of Rs 22,727 crore) as already approved by CCEA is also carried forward to IPDS in addition to the outlay of Rs 32,612 crore.

Financial Assistance under IPDS / R-APDRP

(Rsin crore)

*Negative figure is due to cancellation/ reduction in cost of Projects upon financial closure

In addition to above disbursement to Discoms for Projects, during FY 2021-22, MoP has also released Gol Grant of Rs 67 crore (cumulative Rs 284 crore) for IPDS other than Project head (e.g. nodal agency fee, re-imbursement of expenditure, Un-interrupted Direct Current (UDC), National Power Portal (NPP) etc.) and Rs 29 crore (cumulative Rs 563 crore) under Part-C of R-APDRP to PFC.

Moreover, MoP has also released GoI Grant of Rs 350 crore during FY 2021-22 (cumulative Rs 1,350 crore) for implementation of PMDP-2015 in J&K through your Company.

IPDS

Under IPDS, inspite of a tough pandemic hit last 2 years, work in 546 out of 547 sanctioned Circles/Projects has been declared complete with overall physical progress achieved of 99% (timeline for completion of Ayodhya Circle is up to March, 2023). The Scheme is helping in making a difference in the lives of around 10 crore urban electricity consumers living in 3600 towns across the country where the Power Distribution infrastructure has been upgraded. IT enablement has been undertaken even in smaller towns of 34 Discoms. ERP system has been set up / upgraded in 32 Discoms.

Further, during the year, your Company also disbursed an amount of Rs 440 crore (cumulative disbursement Rs 3,755 crore) as counterpart loans to State Power Discoms under IPDS.

R-APDRP

With the measures taken so far, IT backbone has been established in the State Power Discoms which has aided the Discoms continue their operations during COVID-19 and consequent lockdown. All sanctioned 1,233 towns have been declared completed under Part A IT with all business process software modules are functional and energy audit reports being derived. SCADA Automation has been completed in 57 large towns to improve power reliability. Implementation work of distribution system strengthening has been completed in all sanctioned 1,227 towns.

Further, your Company has also disbursed an amount of Rs 3,616 crore (cumulative) as counterpart loans to State Power Discoms under Part B of R-APDRP.

Other developments

• IT and Technical interventions undertaken under the scheme is helping in improvement of Billing/ Collection efficiency which will ultimately result in reduction in Aggregate Technical and Commercial (AT&C) losses. The reduction in AT&C loss is already visible in many R-APDRP towns because of establishment of IT system and Part-B completion coupled with administrative and other measures.

• There has been an increased in transparency by way of capturing of data from = 36,000 urban feeders (11 kV) in IT enabled towns on Urban Distribution Monitoring System under National Power Portal.

• Real Time Data Acquisition System has been set up covering around 15,000 feeders for capturing data w.r.t. reliability indices at feeder level.

• 92 Gas Insulated Substations (GIS) & Hybrid PSS have been commissioned/upgraded. Such substations have been set up for the first time in Bihar, Karnataka, UP and NER States.

• Around 10 lakh Smart/Prepaid Meters have been installed in the country under IPDS.

• Rs 1912' - Short-code for 'Complaints on Electricity' is now operational in all Discoms.

• Capacity building/training of Utility personnel has been carried out using Digital means under IPDS / R-APDRP to enhance their skill through workshops/ webinars on AT&C loss reduction, smart metering, project management, guidelines, best practices etc.

Thus, your Company is contributing towards improving operational efficiency and financial health of Distribution Utilities.

4.1 Energy Efficiency Services Limited

Energy Efficiency Services Limited (EESL) was incorporated on December 10, 2009. EESL was jointly promoted by Power Grid, NTPC, REC and PFC with 25% equity stake each for implementation of Energy Efficiency projects in India and abroad. The shareholding of your Company (along with its subsidiary REC) as on March 31, 2022 is 33.33%.

4.2 PTC INDIA LIMITED

PTC India Limited (PTC) was jointly promoted by Power Grid, NTPC, NHPC and PFC. PFC has invested Rs 12 crore in PTC which is 4.05% of PTC's total equity. PTC is the leading provider of power trading solutions in India, a Government of India initiated public-private partnership, whose primary focus is to develop a commercially vibrant power market in the country.

5.1 Categorisation of Utilities

For purposes of funding, your Company classifies State Power Generation and Transmission entities into A++, A+, A, B and C categories. The categorisation (biannually) of State Power Generation and Transmission entities is arrived based on the evaluation of entity's performance against specific parameters covering operational & financial performance including regulatory environment, availability of audited accounts, etc. as per categorisation policy.

With respect to State Power Distribution entities (including SEBs/entities with integrated operations), your Company's categorisation policy provides for adoption of MoP's Integrated Ratings by aligning such ratings/gradings with PFC's standard categories of A+, A, B and C.

The categorisation enables PFC to determine credit exposure limits, pricing of loans and stipulation of security to the state power entities.

5.2 Annual Performance Report of Power Utilities

PFC publishes the Report on Performance of State Power Utilities on an annual basis. The Report covers a range of key financial and operational parameters such as profitability, gap between average cost of supply and average revenue, net worth, receivables, payables, generation capacity (MW), energy generation (MU), AT&C losses (%) etc. and consumption pattern of the sector at utility, state and national level.

The Report for the period 2017-18 to 2019-20 was published in August 2021. The coverage of the utilities in the Report from this edition onwards has been increased to include distribution utilities in all UTs and major Private Distribution Companies. Accordingly, the report covers distribution utilities in all States and UTs of India and all State Gencos/ Transcos/ Trading utilities, offering a comprehensive insight into the Indian Power Sector.

The report for the years 2018-19 to 2020-21 is under finalisation.

5.3 Annual Integrated Rating of State Distribution Utilities

Ministry of Power has taken various reform initiatives, to bring about improvements in the Distribution Sector and has put in place an Integrated Rating Methodology for an objective evaluation of performance of Distribution Utilities. The objective of the integrated rating is to rate all utilities in the power distribution sector based on their financial performance and their ability to sustain the performance level. Private Distribution Utilities and Power Departments are also being included to provide complete sectoral coverage.

The methodology adopted attempts to objectively adjudge the performance of distribution utilities against various parameters broadly classified under i) Financial Sustainability parameters ii) Performance Excellence parameters and iii) External Environment parameters. For the introduction of Power Departments in the rating exercise, a subset of metrics with modified weightages from the overall methodology will be utilised for rating.

These ratings are carried out by reputed independent agencies and co-ordinated by your Company. These ratings are immensely beneficial as a diagnostic tool in the hands of the State Governments as well as Utilities to build on their strengths and work on areas requiring improvements so as to improve their operational efficiency and financial sustainability.

Ninth Integrated Ratings for FY 2019-20, covering 41 Utilities in 22 States and inter se ranking of the Utilities was released by the Hon'ble Minister of Power, New & Renewable Energy on July 16, 2021. From the Tenth Integrated Rating exercise onwards, for the rating year FY 2020-21 covering 71 utilities/departments is under finalisation.

6.0 Presidential Directives

During last 3 years, there has been no Presidential Directive.

7.0 Corporate Social Responsibility

The aim of PFC's Corporate Social Responsibility and Sustainability Policy (CSR and Sustainability Policy) is to ensure that the Company becomes a socially responsible corporate entity committed to improving the quality of life of the society at large by undertaking projects for Sustainable Development, mainly focusing on fulfilment of Power and Energy needs of the society.

PFC has implemented its CSR and Sustainability Policy with all its earnest and zeal. To oversee the activities of CSR, PFC has in place a Board level CSR&SD Committee of Directors headed by an Independent Director.

PFC has implemented wide range of activities in the field of Environment Sustainability, Healthcare, Sanitation & Drinking water and Skill development etc. Further, as per DPE's mandate, PFC has also contributed to thematic areas i.e. 'Health & Nutrition, with special focus on COVID related measures including setting up makeshift hospitals and temporary COVID Care Facilities' with preference given to Aspirational Districts.

The CSR Report under Companies (CSR Policy), Rules is annexed herewith.

8.0 HR Initiatives Development & Training

During the year, 12 Nos. of in-house programmes was maintained in order to ensure specific skill development in line with the corporate goals. Customised virtual in-house programmes viz. Risk Management, General Management Programmes, Leadership Programme, KYC policy/Anti Money Laundering, Corporate Credit & Risk Management, Stressed Asset Management & IBC 2016, Induction Programme, Awareness Programme on Gender Sensitisation, Government e-Marketplace (GeM), Communication Skills - Writing, Documentation & Presentation, etc. were organised along with other need-based programmes.

As on March 31, 2022, 12 Nos. of In-house training programmes were organised by your Company for its employees. A total of 1396 man-days were achieved through conducting various in-house programmes and by sponsoring PFC employees to programmes organised by external training agencies.

Recreational Activities

PFC being a founding member of Power Sports Control Board (PSCB), PFC employees participated with full vigor and enthusiasm in various Inter-CPSU sports tournaments organised

by the PSCB member organisations during the period, viz. Badminton, Carrom, Table Tennis, Kabbadi, Cricket and Chess Tournament. PFC organised the Inter CPSU Chess Tournament under the aegis of PSCB. PFC also participated in Power Cup Cricket Tournament which was organised in collaboration with all power sector CPSEs based in Delhi-NCR. Apart from these, PFC also organised a Sports Meet for its employees & their family members to encourage team spirit in the Company.

Human Resource Management

Your Company has put in place effective human resource acquisition and maintenance function, which is benchmarked with best corporate practices designed to meet the organisational needs. This apart from other strategic interventions leads to an effective management of Human Resources thereby ensuring high level of productivity. The employees of the Company have access to the Top Management officials thereby contributing effectively in the management and growth of the Company.

The Industrial Relations within the Company have been very cordial and harmonious with the employees committing themselves entirely to the objectives of the Company. There were no man-days lost during the year under review. The attrition during the period from April 1, 2021 to March 31, 2022 was 1.42%.

Welfare Measures

Your Company endeavours to follow the best management practices of the industry.

Commitment of the workforce is ensured through an effective package of welfare measures which include comprehensive insurance, medical facilities and other amenities which lead to a healthy workforce. During the period, several new initiatives were taken for employees' welfare such as amendments in Death Relief Scheme, Economic Rehabilitation Scheme, Medical Attendance Rules, Monthly Conveyance Reimbursement Rules etc.

Reservation of posts for SC/ ST/ OBC/ EX- Servicemen and Physically Handicapped Persons:

PFC makes all efforts to ensure compliance of the Directives and Guidelines issued by the Government of India from time to time pertaining to the welfare of SC/ ST/ OBC/ ESM/ PwD employees. The steps taken include due reservations and relaxation as applicable under the various directives for direct recruitment as well as for promotions. Separate Liaison officers have been appointed to look into the matter of reservations.

Representation of Women Employees

Your Company has women in important and critical functional areas. Women representations have gone across hierarchical levels. The Company provides equal growth opportunities for the women in line with Govt. of India philosophy on the subject. The women are well represented, with 19.96% of the total work force.

PFC as part of its social responsibility makes all efforts to ensure compliance of the Directives and guidelines issued by the Government of India from time to time pertaining to the welfare of female employees.

INTERNAL COMPLAINTS COMMITTEE

An Internal Complaints Committee to examine the cases related to sexual harassment is in place under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. The complaints received by the Committee are being dealt in line with the provisions in the Act.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a) Number of complaints pending as on April 1, 2021: Nil

b) Number of complaints filed during FY 2021-22: Nil

c) Number of complaints disposed of during FY 2021-22: Nil

d) Number of complaints pending as on March 31, 2022: Nil

HEALTH AND SAFETY

PFC has acquired certification in ISO 45001:2018 which stands for Occupational Health and Safety (OH&S) Management System. OH&S is the first and only International Standard for occupational health and safety management, containing agreed good practice from around the world. Due to COVID-19 pandemic we had to face various challenges and in line with

guidelines set in OH&S, we strive to provide a healthy and safe working environment for employees.

9.0 AWARDS & RECOGNITIONS

• PFC bagged Dun & Bradstreet's India's Best PSU Award in the category of "Best Navratna" in a virtual format.

• PFC received Dalal Street Investment Journal PSU AWARD OF THE YEAR 2020 in the Category - Navratna of the Year and the Most Efficient and Profitable Navratna of the Year - Non-Manufacturing.

• PFC has been awarded the First prize in Public Sector Category in Region 'A' of 'Rajbhasha Kirti puruskar' for the year 2020-21.

• PFC's House Journal 'Urja Deepti' was awarded First prize in the 'Best House Journal Category'.

• PFC won the prestigious ICAI (Institute of Chartered Accountants of India) Silver award for excellence in financial reporting for the financial year 2020-21 in 'Public Sector Entities' category. PFC was bestowed with this coveted award for its highest degree of compliance with accounting standards, commendable accounting practices adopted while preparing financial statements, the policies adopted for disclosure & presentation of financial statements amongst other information contained in the annual report.

• The Company Secretary of your Company, Shri Manohar Balwani has been included amongst top 10 Chief Compliance Officers of India - 2022 by 'CEO Insights' in its July 2022 publication. This is an annual recognition that showcases exceptional leaders and professionals in Compliance Assurance Department in an Organisation.

10.0 Brief on COVID-19 Related Activities

PFC adopted SOPs in Corporate office building to prevent spread of COVID-19, which included Temperature checking at entrance, Mask and gloves at entrance, Chemical sanitisation foot mats, Face capturing and infra-red temperature reading devices, Quick Response Team to tackle COVID cases.

For regular operations, PFC adopted digital technologies including E-Office solutions for internal approvals, meetings on virtual mode, facilitating Work from Home (WFH), secure VPN & Remote Desktop access (RDA) for seamless secured connectivity. PFC shifted to virtual reskilling amidst restrictions on physical training. Onboarding programme for new employees was also organised virtually during the financial year.

PFC emphasised the importance of health and safety for employees' well-being. Multiple health talks and awareness programmes on COVID-19 were organised. Vaccination camps, RT-PCR testing camps were organised for employees and dependent family members. Entry into the Office campus was strictly regulated. Use of Aarogya Setu application is highly emphasised for both employees and visitors. An online wellness status report was developed for daily updates. Food and critical medical supplies including oxygen cylinders, concentrators, medicines, etc. were provided to Covid-affected employees and families. Periodic sanitisation of office premises was conducted. Online consultation facility with physicians and pulmonologists for employees and dependent family members was also provided.

11.0 VIGILANCE

The Vigilance Unit proactively perform as an effective tool of Organisation. During the Financial Year 2021-22, the Vigilance Unit has done preventive vigilance, by constantly emphasising on periodic & surprise inspections of various units. During the period, the Vigilance Unit has also issued directions/effective guidelines to rationalise systems and procedures in order to eradicate gaps and confirming transparency in day to day operations. As a new initiative a "Vigilance Corner" has been introduced on the websites of PFC and PFCCL for creating mass awareness and sensitisation among the stakeholders. The Vigilance Unit carried out detailed investigation in respect of complaints registered during this period.

The Vigilance Unit continuously functioned for systemic improvements with a view to increase transparency, objectivity and accountability in the operations of the Company. Thus, it has contributed towards strengthening in the functioning of the organisation.

12.0 OFFICIAL LANGUAGE

It is a matter of great pride that once again PFC has been awarded the First Prize in Public Sector Category in Region 'A' of 'Rajbhasha Kirti Puraskar' for the year 2020-21 by Rajbhasha Vibhag, Ministry of Home Affairs for its concerted efforts made in implementation of Official Language Policy.

Hindi Day on September 14, 2021 and Hindi Month from September 14, 2021 to October 13, 2021 were celebrated to create a Hindi oriented environment.

Four Issues including 'Bhartiya Sanskriti Visheshank' of House Journal 'Urja Deepti' were also published and made available on website of Department of Official Language, Ministry of Home Affairs. It is a matter of pride that 'Urja Deepti' was awarded First Prize in the 'Best House Journal category' for the year 2021 by the Town Official Language Implementation Committee (Undertaking -I), Delhi.

All these efforts were motivational tools in creating possibilities of better and progressive use of Rajbhasha Hindi in the Company.

13.0 DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, it is confirmed 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 judgements 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; and

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

14.0 Auditors Statutory Auditors

Dass Gupta & Associates, Chartered Accountants and Prem Gupta & Company, Chartered Accountants were appointed as Joint Statutory Auditors of the Company for FY 2021-22 by the Office of the Comptroller & Auditor General of India.

The Statutory Auditors have not issued any qualification, reservation or adverse remark or disclaimer on the financial statements for FY 2021 -22.

The Joint Statutory Auditors have audited the accounts of the Company for the FY 2021-22 and have given their report without any qualification, reservation, adverse remark or disclaimer. The copy of the audit report is annexed herewith.

Secretarial Auditor

Amit Agarwal & Associates, Company Secretaries was appointed as the Secretarial Auditor of the Company for the FY 2021-22 by the Board of Directors of the Company.

The observations of the Secretarial Auditor and reply of the management on the observations, for the FY 2021-22 along with copy of the audit report is annexed herewith.

Comments of Comptroller & Auditor General of India

The Comptroller and Auditor General of India (C&AG) has mentioned that on the basis of audit, nothing significant has come to their knowledge which would give rise to any comment upon or supplement to Statutory Auditors' report. The copy of the report of C&AG is annexed herewith.

15.1 Conservation of Energy/ Technology Absorption

There are no significant particulars, relating to conservation of energy and technology absorption as your Company does not own any manufacturing facility.

15.2Foreign Exchange Earnings and Outgo

The Foreign exchange outgo for the FY 2021-22 aggregated to Rs 31,477.69 crore. The Foreign exchange earnings for the FY 2020-21 were nil.

15.3 Particulars of Loans, Guarantees or Investments Under Section 186 of Companies Act, 2013

Your Company is exempt from the provisions of Section 186 of the Companies Act, 2013.

However, the details of Investment are given at Note No. 11 of the Notes to Accounts of the Standalone Financial statements forming part of this Annual Report.

15.4 Details of Adequacy of Internal Financial Controls with reference to the Financial Statements

M/s. ASA & Associates LLP, Chartered Accountants, appointed for the said purpose, has certified that the Company maintains an adequate system of internal financial controls, evaluates and makes an assessment of its adequacy and effectiveness in a satisfactory manner which takes care of requirements under Companies Act, 2013.

The Statutory Auditors of the Company i.e. Dass Gupta & Associates, Chartered Accountants and Prem Gupta & Company, Chartered Accountants and have also given their Report on the Internal Financial Controls stating that the Company has, in all material respects, an internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2022 based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

15.5 Compliance of Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

15.6 Particulars of Remuneration U/S 197(12) of the Companies Act, 2013

The provisions of Section 197 of the Companies Act, 2013 and Rules made thereunder related to Managerial Remuneration are not applicable to your Company being a Government Company.

15.7 Annual Return Link

The Annual Return of PFC for FY 2020-21 is available on the link https://www.pfcindia.com/DocumentRepository/ckfinder/files/ Investors/Annual Return/Annual Return 23112021.pdf and for FY2021-22 it shall be made available on your Company's website www.pfcindia.com.

15.8 Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against PFC by its officers or employees.

15.9 Debenture Trustees

The details of Debenture Trustees appointed by the Company for the different series of Bonds issued by your Company are annexed herewith.

15.10 Details of significant and material orders passed by the Regulators or Courts or tribunals impacting the going concern status and Company's operations in future

No significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and company's operations during the FY 2021-22.

15.11 Details of the application made or any proceedings pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year and details of the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof.

During the year no application has been made or any proceedings pending against PFC under the Insolvency and Bankruptcy Code, 2016. Further, details of the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions, are not applicable.

15.12 Details of procurement from MSEs

The details of the procurements made from Micro, Small and Medium Enterprises (MSEs) during the FY 2021-22 and the targets for FY 2022-23 as required to be disclosed under Micro, Small and Medium Enterprises Development Act, 2006 along with Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012 is as under:

including Rs 208 crore as one time requirement of MS unit in PFC (related to IT infrastructure refresh - planned for FY 2022-23).

16.0 Information Technology

PFC has taken up various Information Technology initiatives to improve overall productivity. PFC has implemented state-of-the- art Data center housing various IT services and ERP application system to integrate all the Business functions. Further, PFC is in the process of implementing latest & advanced IT systems including a single-platform ERP systems to consolidate the technology landscape.

Compliance to guidelines issued by statutory bodies:

As per the guidelines issued by RBI vide Master Directions to NBFCs, the IT Strategy Committee has been constituted, IT policy has been implemented and IT audits are being carried out. Guidelines and regulations with respect to Information Technology issued by various statutory & regulatory bodies such as Meity, RBI, MoP, NCCC, NCIIPC etc have been complied by PFC.

Revamped PFC Website:

The bi-lingual PFC website has been revamped and maintained with up-to-date information. The face uplifted website has been made more informative to address the information requirements of external stakeholders.

17.0 Right to information Act

Right to Information is derived from our fundamental right of freedom of speech and expression under Article 19 of the Constitution. Democracy revolves around the basic idea of Citizens being at the centre of governance. The right to information has been recognised as a fundamental human right, which upholds the inherent dignity of all human beings. The right to information forms the crucial underpinning of participatory democracy - it is essential to ensure accountability and good governance. The greater the access of the citizen to information, the greater the responsiveness of government to community needs. RTI Act is a progressive legislation based on citizen's right to know which is a fundamental right enshrined in the Constitution of India. The purpose of the Act is to make the executive accountable and ensure transparency in the implementation of schemes and policies. Under the act, information may be sought from a public authority as defined under the act. Right to information includes right to inspect documents. Under the Act, it is believed that an informed citizen is better equipped to keep necessary vigil on the instruments of governance and make the government more accountable. The information seekers, have, subject to few exceptions, an overriding right under the Act, to get information lying in the possession of the Public Authorities.

An elaborate mechanism has been set up in PFC to deal with requests received under the RTI Act, 2005. Your Company has implemented the Right to Information Act, 2005 to provide information to the citizens of India and also to maintain accountability and transparency in the working of the Company. The Company has designated a Public Information Officer (PIO) and a First Appellate Authority (RTI) at its registered office for effective implementation of the RTI Act. The relevant information/ disclosures are also made available on the official website (www.pfcindia.com) of the Company. During the period from April 1, 2021 to March 31, 2022, all 152 applications received under the RTI Act, were duly processed and replied to. PFC has also complied with the requirement of filing of online RTI Quarterly Returns on the portal of Central Information Commission (CIC) during the said period.

Further, in order to strengthen compliance of the provisions of disclosures as contained in Section 4 of the RTI Act, 2005, Department of Personnel & Training (DoPT) vide its OM No. 1/6/2011-IR dated 15.04.2013 issued certain guidelines on Suo moto disclosure of more items. In compliance of the aforesaid Guidelines, PFC has placed the requisite information on the website of the Company.

Besides the above, PFC is also linked with the online RTI Portal of Govt. of India, Department of Personnel & Training (https://rtionline.gov.in), which enables citizens of India, to file RTI applications/first appeals online along with payment gateway. Payment can be made through internet banking of SBI & its associate banks, debit/credit cards of Master/Visa and RuPay cards.

18.0 Establishment of Vigil Mechanism

Your Company has established stringent vigil mechanism by way of implementing various codes and policies like Fair Practices Code, Code of Conduct, Code for Prevention of Insider Training, Fraud Prevention Policy, Policy on Related Party Transactions, Public Procurement Policy, Whistle Blower Policy, etc. The details are also posted on the Company's website.

19.0 Grievance Redressal

PFC has a Grievance Redressal System for dealing with grievances of the public at large. The systems are duly notified and the Nodal Officers ensure quick redressal of grievances within the permissible time frame. PFC has also notified Citizen's Charter to ensure transparency in its work activities. The Charter is available on the website of PFC to facilitate easy access.

20.0 Statutory and other information

Information required to be furnished as per the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, DPE's Guidelines on Corporate Governance for CPSEs and other applicable statutory provisions is annexed to this report as follows:

21.0 ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation for the co-operation, guidance and encouragement extended to the Company by the Government of India particularly Ministry of Power, Ministry of Finance, Ministry of Corporate Affairs, Reserve Bank of India, Department of Public Enterprises, NITI Aayog, DIPAM, Securities and Exchange Board of India, National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Ministry of Micro, Small and Medium Enterprises, and other concerned Government departments/agencies at the Central and State level etc.

The Board also conveys its gratitude to the shareholders, investors, various International and Indian Banks/Multilateral agencies/financial Institutions/ credit rating agencies for the continued trust and for the confidence reposed by them in PFC. Your Directors would also like to convey their gratitude to the clients and customers for their unwavering trust and support.

The Company is also thankful to the Comptroller & Auditor General of India and the Statutory Auditors, Secretarial Auditor and RBI Auditors for their constructive suggestions and cooperation.

Your Directors also recognise and appreciate the untiring efforts and contributions made by the employees to ensure excellent all round performance of your Company.

For and on behalf of the Board of Directors