Pilani Investment & Industries Corporation Ltd

Dear Shareholders,

Your Directors are pleased to present the 78^th Annual Report of the Company along with the Audited Financial Statements for the year ended 31^st March, 2025. The Financial Results for the year are shown below: (_ in Lakhs)

The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the financial year ended 31^st March, 2025, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS Rules").

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

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

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, 2025 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.

Your Directors do not propose to transfer any amount to the General Reserves for the Financial Year ended 31^st March, 2025.

Smt. Rajashree Birla, Director (DIN: 00022995) will be retiring at the ensuing 78^th Annual General Meeting of the Company and being eligible, offers herself for being re-elected. Further in terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a special resolution would require to be passed for her re-appointment as she has attained the age of 75 years. The Board commends the resolution for approval of the shareholders for the continuation of Smt. Birla as Non-Executive Director of the Company liable to retire by rotation. The continuation of Smt. Birla as the Non-Executive Director will be of immense benefit for the company taking into account her vast and rich experience and deep business acumen. Proposal for the continuation of Smt. Birla as Non-Executive Director of the Company liable to retire by rotation is included in the Notice convening the 78^th Annual General Meeting of the Company along with Explanatory Statement as required under Section 102 of the Companies Act, 2013 ("the Act").

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 separate meeting on 5^th February, 2025 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.

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.

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 2024-25 and a declaration in this regard has been made by the Chief Executive Officer which forms a part of this Report as an Annexure.

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.

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^st March, 2025 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.

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.

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

During the year under review the Company has submitted an application with Reserve Bank of India for conversion of the Company from Non-Banking Financial Company to Core Investment Company. The Company's application to Reserve Bank of India ("RBI") for conversion from Non- Banking Financial Company to Core Investment Company has since been processed by RBI and as directed by RBI vide its letter dated May 21, 2025, the Company has surrendered the original Certificate of Registration issued by RBI as a NBFC-ICC and the Company is awaiting receipt of the fresh Certificate of Registration as a Core Investment Company.

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.

As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certificate for the financial year 2024-25 has been submitted to the Board and a copy thereof is contained in the Annual Report.

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.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31^st March, 2025, is available on the Company's website www.pilaniinvestment.com.

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, 2025 are mentioned in the Annual Return.

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 2025. However, the NIL disclosure in prescribed form AOC-2 as on 31^st March, 2025 is attached and the same forms part of this Report.

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 certificate from Statutory Auditors of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.

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 clarifications 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.

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.

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.

In terms of provisions of Section 135 of the Companies Act, 2013, the Company has been spending money on various CSR activities through various implementing agencies. During the year, the Company was able to make disbursements for the CSR expenditure only to the tune of 254.14 Lakhs till 31^st March, 2025 against its obligations of 303.42 Lakhs and thereby there remained an unspent amount of 49.28 Lakhs which in terms of Section 135(6) of the said Act has been subsequently transferred to the designated bank account i.e Unspent Corporate Social Responsibility Account. The said shortfall occurred as certain pre-disbursal formalities were pending at the implementing agency's end, in respect of the ongoing programme/project. However, the shortfall was duly provided for as a liability in the financial statements for the financial year 2024-25 by a corresponding charge to the Statement of Profit and Loss, as during the said year the Company had undertaken a binding commitment to the said implementing agency. The details of CSR expenditure in prescribed form are annexed as Annexure - C and forms part of this Report.

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.

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.

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

In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted for the Financial Year 2024-25 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.

Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations"), as amended, mandates approval of Members by means of an Ordinary Resolution for appointment of Secretarial Auditor of the Company from the Financial Year 2025-26 onwards. M/s. K. C. Dhanuka & Co., Company Secretaries, were proposed to be appointed as the Secretarial Auditors of the Company for a period of 5 consecutive years, commencing from the Financial Year 2025-26, at such remuneration as may be mutually decided. M/s. K. C. Dhanuka & Co., Company Secretaries, has consented to the said appointment and confirmed that they are Peer Reviewed Company Secretaries. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board based on the recommendations of the Audit Committee of the Company recommends the appointment of M/s. K. C. Dhanuka & Co., Company Secretaries as the Secretarial Auditors of the Company. Resolution seeking their appointment forms part of the Notice convening the 78^th Annual General Meeting of the Company.

M/s. Maheshwari & Associates, Chartered Accountants, (ICAI Firm Registration No.: 311008E) and M/s. Agrawal Subodh & Co., Chartered Accountants, (ICAI Firm Registration No.: 319260E ) were appointed as the Joint Statutory Auditors of the Company 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. 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.

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.

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

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.

Information required under Section 197 of the Companies Act, 2013 read with the Rule 5(1) of 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. Details as required under the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, will be made available to any member upon request, as per provisions of Section 136(1) of the Companies Act, 2013.

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.

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.

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.

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 _ 2.35 Lakhs. The Company has no Foreign Exchange Outgo during the year under review.

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.

During the year under review, unpaid/unclaimed dividend for the Financial Year 2016-17 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 1343 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.

The Company has not accepted any public deposits under the provisions of the Companies Act, 2013.

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.

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

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.

For and on behalf of the Board of Directors