Pioneer Investcorp Ltd

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013 (“Act”) read with the Companies (Accounts) Rules, 2014.

The financial statements for the financial year ended 31st March 2024 and 31st March 2023 are Ind AS compliant.

The Standalone and Consolidated financial highlights of your Company for the year ended 31st March 2024 are summarized as follows:

The Company is engaged in the business of portfolio investments in securities and to deal in Government Securities including Government Bonds, Loans, National Savings Certificates, Post Office Savings Schemes, Units in Investments etc. and it is also registered Merchant Banker. There has been no change in the business of the Company during the financial year ended 31st March 2024.

The highlights of the Company's performance on standalone basis are as under:

Revenue from Operation in the Financial Year 2024 is Rs. 2562.28 lakhs as compared to Rs. 2321.74 lakhs in previous Financial Year 2023.

Net Profit After Tax is Rs. 243.49 lakhs in Financial Year 2024 as compared to Net Profit of Rs. 115.92 lakhs in previous Financial Year 2023.

In order to strengthen the Company's working capital requirements for the growth of the Company, the Board of Directors of the Company has decided not to recommend a dividend for the Financial Year 2023-24.

The Company has not transferred any amount to the Reserves for the year ended 31st March 2024.

The details of Share capital of the Company are as under:

The details of the subsidiaries, joint ventures or associate companies are as mentioned below:

*During the year under review company has acquired one more Wholly owned subsidiary company, E-Ally Securities (India) Private Limited on 23rd October 2023.

Further, a statement containing the salient features of the financial statement of subsidiary Company in the prescribed format AOC-1 is appended as an “Annexure 1” to the Board's report. The statement also provides the details of performance, financial positions of the subsidiary company In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on website of the Company on http://www.pinc.co.in.

The Board of Directors of the Company, pursuant to Section 134(5) of the Act, to the best of its knowledge and ability, confirm that:

I) In the preparation of the Annual Accounts for the year ended 31st March 2024, the applicable Accounting Standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same.

ii) They have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the situation of the Company as of 31st March 2024 and of the Profit of the Company for the year ended on that date.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management Discussion and Analysis Report for the year under review, is given as a separate statement in the Annual Report.

9. Directors and Key Management Personnel Board of Directors

In accordance with the applicable provisions of Section 152 of the Act and the Articles of Association of the Company Mr. T. D. Jatia (DIN 02228722), Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for the re-appointment.

Further, Mr. A. T. Krishnakumar is proposed to be re-appointed as Non-Executive Independent Director of the Company for the second term of five years in the ensuing Annual General Meeting, subject to members' approval.

There has been no change in the constitution of the Board during the year under review i.e. the structure of the Board remains the same.

Key Management Personnel

During the year under review, there was a change in Company Secretary of the Company. Mr. Amit Chandra resigned from the board w.e.f. 31st January 2024 and Ms. Riddhi Dilip Sidhpura was appointed as Company Secretary w.e.f. 14th February 2024.

10. INDEPENDENT DIRECTORS (A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER

SUB-SECTION (6) OF SECTION 149 OF THE ACT)

In accordance with the provisions of Section 149(7) of the Act, Mr. A. B. Desai, Mr. A. T. Krishnakumar, Mrs. K. C. Maniar and Mr. S. P. Dalal, Independent Directors of the Company as on 31st March, 2024 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director's databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014

During the financial year 2023-24 a separate meeting of Independent Directors was held on 22nd March 2024, without the presence of executive directors or management representatives and the following matters were discussed:

the performance of non-independent directors and the Board as a whole;

11. ANNUAL EVALUATION OF BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.The Board evaluated its performance after seeking input from all the directors based on criteria such as the Board composition and structure, effectiveness of board processes, information, and functioning, etc. The performance of the Committees was evaluated by the Board after seeking input from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation was done in accordance with the framework and criteria laid down by the NRC. Further, at a separate meeting, the Independent Directors evaluated performance of Non-Independent Directors, Board as a whole and of the Chairman of the Board.

12. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2024 is available on the Company's website at www.pinc.co.in

13. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

During the financial year 2023-24, 4(four) Board meetings were convened. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI

Listing Regulations.

As on 31st March 2024, the board had 4(four) committees Audit Committee (“AC”), Nomination and Remuneration Committee (“NRC”), Corporate Social Responsibility Committee (“CSR Committee”), the Stakeholders' Relationship Committee (“SRC”), (the AC, NRC, CSR Committee and SRC are collectively referred to as “Committees”).

14. AUDIT COMMITTEE

During the financial year 2023-24, 4(four) Audit Committee meetings were convened. The details pertaining to the composition of the Audit Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The CSR Committee comprises Mr. A. B. Desai (Chairperson), Mrs. K. C. Maniar and Mr. G. M. Gandhi Managing Director, and Mr. A. T. Krishnakumar. During the financial year 2023-24, the company ceases to meet the eligibility criteria of Section 135 of the Companies Act 2013 i.e. net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during the immediately preceding financial year.

16. AUDITORS

i) Auditors and Auditors Report

The Auditors' Report for financial year 2023-24 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Integrated Annual Report.

The Auditor's certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for financial year 2023-24 is enclosed as to the Board's report, which forms part of this Integrated Annual Report.

ii) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Vineeta Patel & Co., Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2024. The Secretarial Audit Report for the financial year ended 31st March 2024 is enclosed with this report as “Annexure 2”.

The Secretarial Audit Report is self-explanatory and thus does not require any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer. The Company is following the Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company's material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Infinity.com Financial Securities Limited and Pioneer Wealth Management Services Limited forms part of this report. The Secretarial Audit Report of these material subsidiaries does not contain any qualification, reservation, adverse remark or disclaimer.

iii) Cost Auditors

The Company is not required to keep cost records or appoint cost auditors.

iv) Internal Auditor

The Board, upon the recommendation of the Audit Committee, has appointed Ms. Riddhi Dilip Sidhpura, as an Internal Auditor of the Company for financial year 2023-2024.

17. PARTICULARS OF CONTRACTS WITH RELATED PARTIES/ RELATED PARTY TRANSACTIONS

The Company's related party transactions are mostly with its Wholly Owned Subsidiaries. All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis. There were no materially significant transactions with related parties including promoters, directors, key managerial personnel, subsidiaries, or relatives of the Directors during the financial year which could lead to a potential conflict with the interest between the company and these parties. The details of the transactions with related parties, if any, were placed before the Audit Committee from time to time. There were no material individual transactions with related parties, which were not in the ordinary course of business of the Company, nor were there any transactions with related parties, which were not on arm's length basis. Accordingly, the disclosure in Form AOC-2 is not applicable to the Company for the year under review. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements. Prior omnibus approval for day-to-day transactions is also obtained from the Audit Committee for the related party transactions which are repetitive in nature as well as for the business transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee for their approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.pinc.co.in. Your directors draw the attention of the members to note no. 34 to the financial statement which sets out related party transactions disclosures.

18. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March 2024 to which these financial statements relates and the date of this report.

However, during the year under review company has acquired E-Ally Securities (India) Private Limited (Wholly Owned subsidiary company).

19. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

20. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of this report as “Annexure 3”. The Company is in full compliance with the requirements and disclosures made in this regard. The requisite certificate from M/s. Jayesh Dadia & Associates, Statutory Auditors, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors' Report.

21. RISK MANAGEMENT FRAMEWORK

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company and its wholly owned subsidiaries may face in the conduct of its business.

22. INTERNAL FINANCIAL CONTROLS

The Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. Further, the Board also keeps updating Internal financial controls to ensure that these measures are functioning efficiently in the ordinary course of business.

23. Employee Stock Option Scheme (ESOP)

During the year end under review, 2,19,250 stock options were lapsed and forfeited and as on 31st March 2024, 6,01,750 Stock Options were in force. The statutory disclosure relating to ESOP scheme is available at Company's website www.pinc.co.in.

24. VIGIL MECHANISM

The Company in line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, and by taking into consideration the principles of good governance, has devised, adopted, and implemented a vigil mechanism, in the form of 'Whistle Blower Policy', for the directors and employees. This policy enables them to report genuine concerns in such manner as, may be prescribed. Further policy provides adequate safeguards against victimization to persons and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at www.pinc.co.in.

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND EXPENDITURES

The Company's administrative department ensures to conserve energy wherever possible, and its IT department ensures that Company's software and IT system are updated to ensure efficient technology absorption. Further Company's foreign exchange earnings and expenditures during the year under review were nil.

27. COMPLIANCE WITH SECRETARIAL STANDARD

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

28. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unpaid or unclaimed dividends which remains unclaimed or unpaid for seven years from the date of transfer to unpaid account, are required to be transferred by the Company to the IEPF established by the Central Government.

Further, according to the Rules, the shares in respect of which dividend have not been claimed or paid to the shareholders for seven consecutive years or more shall also be transferred to demat account created by the IEPF

Authority.

a) Dividend

The Company has transferred to IEPF Account the entire unclaimed Dividends lying with the Company. Members wishing to claim dividends, which have remained unclaimed, are requested to correspond with Registrar and Share Transfer Agents (RTA) or Company Secretary at the Company's registered office. b) Shares

Further, those shares in respect of which dividend have not been claimed or paid to the shareholders for seven consecutive years or more, were also transferred as per the requirements of IEPF rules, details of which will be provided on Company's website www.pinc.co.in.

29. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as “Annexure 4” to this Report.

30. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

8. There has been no change in business of the Company.

10. There was no instance of one-time settlement with any Bank or Financial Institution.

The Board of Directors further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. CODE OF CONDUCT

Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of Insider Trading (“Code of Conduct” or “Code”) which is applicable to the Employees, Directors, designated persons, immediate relatives of designated persons and connected persons of the Company. The Code lays down the standard of conduct, which is expected to be followed by the Directors and employees in their business dealings, and in particular, on matters relating to integrity in the workplace, dealing with stakeholders and in business practices. All the Board Members and the Senior Management employees have confirmed compliance with the Code.

The Code is available on website of the Company at www.pinc.co.in

32. APPRECIATION

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders, and client for their continued support.