Pilani Investment & Industries Corporation Ltd

Shareholders',

Your Directors are pleased to present the 77^th Annual Report of the Company along with the Audited Financial Statements for the year ended 31^a March, 2024. The Financial Results for the year are shown below:

(' in Lakhs)

INDIAN ACCOUNTING STANDARDS (IND AS)

The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the financial year ended 31^a March, 2024, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS Rules").

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

SHARE CAPITAL

During the year under review, there has been no change in the Share capital of the Company.

DIVIDEND

The Board of Directors has recommended a dividend of ? 15 /- (Rupees Fifteen only) per equity share of ? 10/- each equivalent to 150 % (One Hundred Fifty percent) on the paid-up equity share capital of the Company for the year ended 31^st March, 2024 as against ? 15/- (Rupees Fifteen only) per equity share equivalent to 150% (one hundred fifty percent) paid in the previous year on the equity shares of ? 10/- each. The dividend will be paid after approval by the shareholders in accordance with law at the ensuing Annual General Meeting. Pursuant to the provisions of the Finance Act, 2020, dividend income will now be taxable in the hands of the Shareholders w.e.f. 1^st April, 2020 and accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed rates under the Income Tax Act, 1961. The total outflow will be of ? 1,660.84 Lakhs.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the General Reserves for the Financial Year ended 31^a March, 2024.

DIRECTORS

Shri A. V. Jalan, Director (DIN: 01455782) will be retiring at the ensuing 77^th Annual General Meeting of the Company and being eligible, offers himself for being re-elected.

Shri Giriraj Maheswari (DIN: 00796252) and Shri Yazdi Piroj Dandiwala (DIN:01055000) had completed their first term of appointment as an Independent Director of the Company on 16^th April, 2024 and they had been re-appointed as the Independent Directors on the recommendations of the Nomination & Remuneration Committee for second term of five consecutive years by the Board of Directors with effect from 17^th April, 2024 up to 16^th April, 2029. Further, Smt. Vanita Bhargava (DIN: 07156852) completed her first term of appointment as an Independent Director of the Company on 9^th July, 2024 and she had also been re-appointed as an Independent Director on the recommendations of the Nomination and Remuneration Committee for another term of five consecutive years by the Board of Directors with effect from 10^th July, 2024 up to 9^th July, 2029. The approval of the Shareholders for all the aforesaid re-appointments had already been taken by way of Special Resolution through Postal Ballot Notice dated 13^th February, 2024. The aforesaid re-appointments are based on the evaluation of their performance carried out by the Nomination and Remuneration Committee and Board.

PERFORMANCE EVALUATION

The Nomination, Remuneration and Compensation Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Nomination and Remuneration Committee of the Company accordingly evaluated the performance of all the individual Directors on various parameters such as level of participation of the Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge and expertise etc.

The Independent Directors of the Company also had a sep?rate meeting on 13^th February, 2024 to review the performance and evaluation of Non- Independent Directors and the Board as a whole.

The Board after taking into consideration the evaluation as done by the Nomination and Remuneration Committee and by the Independent Directors, carried out an annual evaluation of its own performance and that of its Committees and individual Directors. The overall outcome of such evaluation is that the Board, its Committees and all individual Directors have performed effectively and satisfactorily.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

CODE OF CONDUCT

All the Board Members and Key Management Personnel of the Company have affirmed compliance with the Code of Conduct applicable to the Board Members and Employees of the Company for the year 2023-24 and a declaration in this regard has been made by the Chief Executive Officer which forms a part of this Report as an Annexure.

BOARD AND COMMITTEE MEETINGS

During the year under review, four Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the attached Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that -

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have 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 as on 31^a March, 2024 and of the Profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting and other records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and have been operating effectively; and

(vi) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS

There were no significant material orders passed by the Regulators/Courts/Tribunals impacting the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The Company has in place adequate internal financial control system which ensures orderly and efficient conduct of its business, safeguarding of its assets and accuracy and completeness of accounting records, timely preparation of reliable financial information and various regulatory and statutory compliances.

The Internal Auditors reviews the efficiency and effectiveness of the aforesaid systems and procedures. The Internal Auditors submit their report periodically which is placed before and reviewed by the Audit Committee of the Company on quarterly basis.

CEO/CFO CERTIFICATION

As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certificate for the financial year 2023-24 has been submitted to the Board and a copy thereof is contained in the Annual Report.

LISTING OF EQUITY SHARES

The Equity shares of your Company are listed with the National Stock Exchange of India Limited and BSE Limited. The Commercial Papers of the Company issued during the year under review are listed with BSE Limited.

ANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31^a March, 2024, is available on the Company's website www.pilaniinvestment.com.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri R. P. Pansari, Chief Executive Officer, Shri J. K. Singhania, Chief Financial Officer and Shri R. S. Kashyap, Company Secretary.

There are no changes in the Key Managerial Personnel of your Company during the year under review.

Remuneration and other details of the Key Managerial Personnel for the year ended 31^st March, 2024 are mentioned in the Annual Return.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies Act, 2013 for the year ended 31^st March 2024. However, the NIL disclosure in prescribed form AOC-2 as on 31^a March, 2024 is attached and the same forms part of this Report.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is attached as a part of this Annual Report of the Company. A certif?cate from Statutory Auditors of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of the Committee. The Chief Executive Officer and the Chief Financial Officer are permanent invitees to the Audit Committee Meetings to give clarif?cations on accounts and related issues. The Board has accepted all the recommendations as and when forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle Blower Policy the details of which are available on the Company's website www.pilaniinvestment. com.

Other details relating to number of meetings, dates of such meetings and the attendance of each member etc. have been given separately in the attached Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming part of the Annual Report. The Company Secretary is acting as the Secretary of this Committee. The Committee had devised a policy named as "Nomination, Remuneration and Compensation Policy" which has been duly approved by the Board and a copy of the same is available on the Company's website www.pilaniinvestment.com and is also attached as Annexure - A hereto and forms part of this Report.

Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The composition and terms of reference of the Corporate Social Responsibility Committee (CSR Committee) have been given in the Corporate Governance Report forming part of this Annual Report. The said Committee has devised a policy named as "Corporate Social Responsibility Policy" which has been duly approved by the Board and a copy of the same is available on the Company's website www.pilaniinvestment.com and is also attached as Annexure - B hereto and forms part of this Report.

Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.

The Company was able to make disbursement for CSR expenditure upto the tune of ? 266.66 Lakhs till 31^a March, 2024. However, for want of certain requisite documents from the concerned implementing agencies,

there remained unspent amount to the extent of ? 15.54 Lakhs which has subsequently been transferred to the designated bank account i.e Unspent Corporate Social Responsibility Account in accordance with the applicable provisions of law. The unspent CSR expenditure for the financial year 2022-23 amounting ? 12.26 Lakhs had been disbursed during the year under review.

The details of CSR expenditure in prescribed form are annexed as Annexure - C and forms part of this Report. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company has adopted a Dividend Distribution Policy which can be accessed on the website of the Company www.pilaniinvestment.com.

SUBSIDIARIES/ASSOCIATE COMPANIES

The Company has two Subsidiaries and one Associate. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company's Subsidiaries/Associate in Form AOC-1 is attached with this Report.

RISK MANAGEMENT

The Company has in place a proper and efficient Risk Management Policy which identifies, evaluates and mitigates the potential business risks.

SECRETARIAL AUDIT

In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted for the Financial Year 2023-24 by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company Secretary. The Secretarial Auditor's Report is attached as Annexure - D and forms part of this Report.

AUDITORS

The Reserve Bank of India vide its Circular No. RBI/ 2021- 22/ 25/ Ref. No. DoS.CO.ARG / SEC.01/ 08.91.001/ 202122 dated 27^th April, 2021 ("RBI Guidelines"), issued Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks, UCBs and NBFCs (including HFCs). The aforesaid Guidelines specify various requirements relating to appointment/ re-appointment of auditors, including in respect of tenure of auditors, mandatory rotation and cool off periods. Further in order to protect the independence of the auditors/audit firms, the tenure for appointment of auditors/audit firms is required to be only 3 (three) years.

M/s Kothari & Co., Chartered Accountants were initially appointed as the Statutory Auditors of the Company with effect from 10^th December, 2021 up to the conclusion of the 75^th Annual General Meeting of the Company that was held in the year 2022. Further, upon the recommendations of the Board of Directors, the Shareholders of the Company at the 75^th Annual General Meeting held on 9^th September, 2022 approved the re-appointment of M/s Kothari & Co., Chartered Accountants as the Statutory Auditors of the Company for another period of two years up to the conclusion of the 77^th Annual General Meeting of the Company to be held in the year 2024. In view of the aforesaid and as per the RBI Guidelines M/S Kothari & Co., Chartered Accountants would be completing their tenure as the Statutory Auditors of the Company post conclusion of the 77^th Annual General Meeting to be held in 2024.

The Board of Directors places on record its appreciation for the services being rendered by M/s. Kothari & Co., Chartered Accountants as the Statutory Auditors of the Company.

In terms of the aforementioned RBI Guidelines, for entities having asset size of Rs. 15,000 crore and above as

at the end of previous year, the statutory audit should be conducted under the joint audit of a m?nimum of two audit firms. The asset size of the Company as at 31^st March, 2024 exceeded Rs. 15,000 crore and henee, the statutory audit of the Company for FY 2024-25 onwards is required to be conducted under the joint audit, by a minimum of two Joint Statutory Auditors.

In view of the aforesaid the Board of Directors of the Company upon the recommendations made by the Audit Committee and subject to approval of the Members of the Company recommended the appointment of M/s Maheshwari & Associates, Chartered Accountants, (ICAI Firm Registration No.: 311008E) and M/s Agrawal Subodh & Co., Chartered Accountants, (ICAI Firm Registration No.: 319260E ) as the Joint Statutory Auditors of the Company in place of M/s Kothari & Co., Chartered Accountants, (ICAI Firm Registration No.: 301178E), who shall hold office from the conclusion of the 77^th Annual General Meeting till conclusion of the 80^th Annual General Meeting to be held in the year 2027. Resolution seeking their appointment forms part of the Notice convening the 77^th Annual General Meeting.

As per the provisions of Section 139 of the Act, the newly appointed Joint Statutory Auditors have given their consent for their appointment and confirmed that the appointment, if made, would be in accordance with the conditions as prescribed under the Act and applicable Rules and the RBI Guidelines.

During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.

AUDITORS' REPORT/SECRETARIAL AUDITORS' REPORT

The observations made in the Auditors' Report/Secretarial Auditors' Report are self-explanatory and, therefore, do not call for any further explanation under Section 134 (3)(f)(i) of the Companies Act, 2013.

COST RECORDS AND COST AUDITORS

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

EMPLOYEES

Information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are as per Annexure - E attached hereto and forms part of this Report.

DEPOSITS

The Company has not accepted/accessed any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.

LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to loans, guarantees and investment

activities are not applicable to the Company since the Company is a Non-Banking Financial Company ("NBFC") whose principal business is acquisitions of securities. However, details of loans granted in the form of Inter Corporate Deposits are covered in the Financial Statements. There are no guarantees issued, or securities provided by your Company.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared by the company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors' Report, form part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it relates to the Conservation of the Energy and Technology Absorption, is not applicable. During the year the Company has Foreign Exchange Earnings in the form of dividend income amounting ? 2.14 Lakhs. The Company has no Foreign Exchange Outgo during the year under review.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Company has constituted Internal Complaints Committee as per the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at work place and its process ensures complete anonymity and confidentiality of information.

During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, unpaid/unclaimed dividend for the Financial Year 2015-16 has been transferred to the Investor Education and Protection Fund in compliance with the provisions of Section 124 and 125 of the Companies Act, 2013. In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 450 equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years.

FIXED DEPOSITS

The Company has not accepted any public deposits under the provisions of the Companies Act, 2013. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) is available as a separate section attached as Annexure - F, which forms part of this Report and also hosted on the Company's website www.pilaniinvestment. com.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report (MDA) for the year under review, as stipulated under Secundes and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure - G, which forms part of this Report.

APPRECIATION & ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from Banks, Government Authorities and members during the year under review. The Board of Directors also wish to place on record their deep appreciation for the valuable services rendered and commitment displayed by the employees of the Company and look forward to their continued support in the future as well.