We have audited the accompanying standalone
financial statements of M/s. Pioneer Investcorp Limited
(the "Company"), which comprise the Balance Sheet
as at March 31, 2025, the Statement of Profit and Loss
(including Other Comprehensive Income), Statement of
changes in Equity and Statement of Cash flows for the
year then ended, and notes to the financial statements,
including a summary of significant accounting policies
and other explanatory information (hereinafter referred
to as "the standalone financial statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (the "Act") in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of
the Company as at March 31, 2025 and its profit, total
comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the
Act. Our responsibilities under those Standards are
further described in the Auditor's Responsibilities for the
Audit of the Standalone Financial Statements section
of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India ("ICAI")
together with the ethical requirements that are relevant
to our audit of the standalone financial statements
under the provisions of the Act and the Rules made
thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements
and the ICAI's Code of Ethics. We believe that the audit
evidence obtained by us is sufficient and appropriate to
provide a basis for our audit opinion on the standalone
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed
in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters. We have determined the matters
described below to be the key audit matters to be
communicated in our report.

Information Other than the Financial Statements and
Auditor’s Report Thereon

The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion and
Analysis, Board's Report including Annexures to Board's
Report, Business Responsibility Report, Corporate
Governance and Shareholder's Information, but does
not include the standalone financial statements and our
auditor's report thereon. The Company's annual report
including the directors report is expected to be made
available to us after the date of this auditor's report.

Our opinion on the standalone financial statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based
on the work we have performed and based on the work
done/ audit reports of other auditors, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements

The Company's Board of Directors is responsible
for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone
financial statements that give a true and fair view of
the financial position, financial performance, including
other comprehensive income, changes in equity and
cash flows of the Company in accordance with the Ind
AS and other accounting principles generally accepted
in India. This responsibility also includes maintenance
of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the standalone financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements,
management is responsible for assessing the
Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless management either intends to
liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors is also responsible for overseeing
the Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal financial
control relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for
expressing our opinion on whether the Company
has adequate internal financial controls system
in place and the operating effectiveness of such
controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by the management.

• Conclude onthe appropriateness of management's
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company's ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's
report to the related disclosures in the standalone
financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor's report. However, future events
or conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance
with a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order,
2020 ("the Order") issued by the Central Government
of India in terms of Section 143(11) of the Act, we give
in “Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

1. As required by Section 143(3) of the Act, based on

our audit we report that:

a) We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit.

b) In our opinion, proper books of account
as required by law have been kept by the
Company in so far as it appears from our
examination of those books except for the
matters stated in the paragraph 2(i)(vi)
below on reporting under Rule 11(g) of the
Companies (Audit & Auditors) Rule, 2014.

c) The Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
Income, Statement of Changes in Equity and
the Statement of Cash Flows dealt with by
this Report are in agreement with the books
of account.

d) In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
specified under Section 133 of the Act.

e) On the basis of the written representations
received from the directors as on March
31, 2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2025 from being appointed
as a director in terms of Section 164(2) of the
Act.

f) The modifications relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph 2(b)
above on reporting under Section 143(3)(b)
of the Act and paragraph 2(i)(vi) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

g) With respect to the adequacy of the internal
financial controls over financial reporting of
the Company and the operating effectiveness
of such controls, refer to our separate Report
in “Annexure B". Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the Company's
internal financial controls over financial
reporting.

h) With respect to the matter to be included in
the Auditor's Report under section 197(16) of
the Act:

In our opinion and to the best of our information
and according to the explanations given to
us, the remuneration paid by the Company to

its directors during the year is in accordance
with the provisions of Section 197 read with
Schedule V of the Act. The remuneration paid
to any director is not in excess of the limits laid
down under Section 197 read with Schedule
V of the Act.

i) With respect to the other matters to
be included in the Auditor's Report
in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules,
2014, as amended, in our opinion
and to the best of our information and
according to the explanations given to
us:

i. The Company has disclosed the impact
of pending litigations on its financial
position in its standalone financial
statements. Refer note no. 28 to the
standalone financial statements.

ii. The Company did not have any long¬
term contracts including derivative
contracts for which there were any
material foreseeable losses.

iii. There has not been any occasion in
case of the Company during the year
under report to transfer any sums to
the Investor Education and Protection
Fund. Thus, the question of delay in
transferring such sums does not arise.

iv. (a) The Management has represented

that, to the best of it's knowledge
and belief, as disclosed in the note
no. 52 to the standalone financial
statements, no funds have been
advanced or loaned or invested
(either from borrowed funds or
securities premium or any other
sources or kind of funds) by
the Company to or in any other
person(s) or entity(ies), including
foreign entities ("Intermediaries"),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The Management has represented,
that, to the best of it's knowledge
and belief, as disclosed in the note
no. 52 to the standalone financial
statements, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities ("Funding Parties"),
with the understanding, whether
recorded in writing or otherwise,
that the Company shall, directly or
indirectly, lend or invest in other
persons or entities identified in
any manner whatsoever by or
on behalf of the Funding Party
("Ultimate Beneficiaries") or
provide any guarantee, security
or the like on behalf of the Ultimate
Beneficiaries;

(c) Based on the audit procedures
that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us
to believe that the representations
under sub clause (i) and (ii) of
Rule 11(e), as provided under (a)
& (b) above, contain any material
misstatement.

v. The company has neither declared
nor paid any dividend during the year.
Hence comments as required under
Clause 11(f) of the Companies (Audit
& Auditors) Rules, 2014 have not been
given.

vi. The reporting under Rule 11(g) of the
Companies (Audit & Auditors) Rules,
2014 is applicable from 1^st April, 2023

Based on our examination which
included test checks, except for the
instances as mentioned below, the
company has used accounting software
for maintaining its books of account
which has a feature of recording audit
trail (edit log) facility and the same has
operated throughout the year for all
relevant transactions recorded in the
software.

(a) The feature of recording audit trail
(edit log) facility was not enabled
in the accounting software for the
period from 1^st April, 2024 to 31^st
May, 2024.

Further, for the periods after the audit
trail (edit log) facility was enabled and
operated throughout the year for the
accounting software, during the course
of our audit, we did not come across
any instance of audit trail feature being
tampered with once it was implemented.

Since the Company did not use an
accounting software for maintaining
its books of account which had a
feature of recording audit trail (edit
log) facility in the previous financial
year, compliance with regards to
preservation of audit trail as per

the statutory requirements for the
previous financial year has not been
done.

For Jayesh Dadia & Associates LLP

Chartered Accountants

Firm Reg. No.: 121142W/W100122

Jayesh Dadia

Partner

Membership No. 033973

Place of Signature: Mumbai

Date: 30^th May, 2025

UDIN: 25033973BMLBZU5168