PNC Infratech has formally accepted the National Highways Authority of India's (NHAI) settlement offer of ₹234.72 crore under the Vivad-se-Vishwas III (Contractual Disputes) Scheme, resolving an arbitration award related to the Agra Bypass EPC project in Uttar Pradesh. Both the offer and its acceptance were concluded on 5.5.2026, marking a significant milestone in the settlement of contractual disputes between the infrastructure company and NHAI.

Background: Arbitration Award and Settlement Scheme

The settlement stems from an arbitration award published on 17 May 2025 in favour of PNC Infratech for an amount of ₹485,27,66,095.00 (Rupees Four Hundred Eighty-Five Crores Twenty-Seven Lakhs Sixty-Six Thousand Ninety-Five Rupees only) in connection with the EPC project — "Construction of Balance work of new four lane Agra Bypass Connecting Km.176.80 of NH-2 to Km.13.03 of NH-3 in the State of Uttar Pradesh (Contract Package NS-1/UP-1A)" — executed for NHAI.

In February 2026, the Ministry of Road Transport and Highways (MoRTH), Government of India, implemented the Vivad-se-Vishwas III (Contractual Disputes) Scheme via an Office Memorandum dated 13.2.2026. The scheme provides for a one-time settlement at 45% of the net arbitration award amount, along with 9% per annum simple interest payable after 30 days from the date of publication of the arbitration award until its acceptance.

Settlement Offer and Acceptance

The following table summarises the key details of the settlement as disclosed by PNC Infratech:

NHAI's offer of ₹234,72,20,041.04 (Rupees two hundred thirty-four crores seventy-two lakhs, twenty thousand, forty-one rupees and paise four only) comprises 45% of the sum awarded along with 9% per annum simple interest after 30 days of the award date through 30.4.2026.

Financial Implications and Next Steps

The settlement carries a positive financial implication for PNC Infratech. In addition to the settlement amount of ₹234.72 crore, the company is also eligible to receive further interest of 9% per annum for 5 additional days from 1.5.2026 to 5.5.2026 (the date of acceptance), amounting to ₹0.27 crore, in accordance with the scheme guidelines.

Following the company's acceptance, NHAI will process the settlement for execution of a formal settlement agreement between both parties. Payment to PNC Infratech will be made within 30 days of signing the settlement agreement. The company has also noted that the trading window for dealing in its securities by designated employees, immediate relatives, specified persons, and connected persons has been closed in accordance with SEBI's Prohibition of Insider Trading Regulations.

PNC Infratech Limited has successfully completed an inter-se transfer of equity shares between promoter group members under SEBI (Substantial Acquisition of Shares and Takeover) Regulations. The transaction, executed on March 27, 2026, involved the transfer of 1,96,08,000 equity shares through off-market arrangements pursuant to partition of Hindu Undivided Families (HUFs).

Transaction Details

The share transfer involved four transferees acquiring equity shares from three transferor HUFs at nil consideration:

Transferee and Transferor Details

The transaction redistributed shareholdings among promoter group members through the following transfers:

Post-Transaction Shareholding Pattern

Following the completion of the inter-se transfer, the individual shareholdings of the transferees have been revised:

Regulatory Compliance and Filings

The company has maintained full compliance with SEBI regulations throughout the transaction process. Prior intimations were filed under Regulation 10(5) on March 03, 2026, and post-acquisition reports under Regulation 10(6) were submitted on March 31, 2026. The final report under Regulation 10(7) was filed with SEBI on April 28, 2026, accompanied by the requisite fees of ₹1,77,000.00 (Online Transaction Reference Number: C1626X21IM10AU).

The volume-weighted average market price (VWAP) for the 60 trading days preceding the transaction notice was ₹234.80 per share. Since the acquisition was conducted at nil consideration, the 25% price threshold requirement under the regulations was not breached.

Overall Impact

Despite the redistribution of shares among individual promoter group members, the collective promoter and promoter group shareholding in PNC Infratech Limited remains unchanged at 14,38,41,000 shares, representing 56.07% of the total share capital. The transaction represents an internal reorganization within the promoter group structure rather than any change in overall control or ownership of the company.