Your directors are pleased to present the 40^th Annual
Report of Pioneer Investcorp Limited together with the
audited financial statements of your Company for the
Financial year (FY) ended 31^st March 2025.

The consolidated performance of the Company and its
subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

2. COMPANY’S PERFORMANCE

5. SHARE CAPITAL

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

6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES

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

The Company is engaged in the business of
portfolio investments 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 31^st
March 2025.

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

• Revenue from Operation in the FY 2024¬
25 is Rs. 2730.32 lakhs as compared to Rs.
2562.28 lakhs in previous FY.

• Net Profit After Tax is Rs. 315.54 lakhs in FY
2024-25 as compared to Net Profit of Rs.
243.49 lakhs in previous FY.

3. DIVIDEND

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
FY 2024-25.

4. TRANSFERS TO RESERVES

The Company has not transferred any amount to
the Reserves for the FY ended 31^st March 2025.

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 2” 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.

7. DIRECTORS RESPONSIBILITY STATEMENT

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,
the applicable accounting standards have
been followed and there are no material
departures;

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 state of affairs of the Company
as of 31^st March 2025 and of the Profit of the
Company for that period;

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;

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

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.

8. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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. Tushya 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.

Mr. Shailesh Dalal 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.

Further, there is no change in the constitution of
the Board during the year under review.

Key Management Personnel

Mr. Gaurang Gandhi is proposed to be re-appointed
as Managing Director of the Company for further
period of three years in the ensuing Annual General
Meeting, subject to members' approval.

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. T. Krishnakumar, Mrs. K. C. Maniar
and Mr. Shailesh Dalal, Independent Directors of
the Company as on 31^st March, 2025 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 FY 2024-25 a separate meeting of
Independent Directors was held on 28^th March
2025, 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;

• the performance of the Chairman of the
Company, taking into account the views
of executive directors and non-executive
directors; and

• assess the quality, quantity and timeliness
of flow of information between the Company
management and the Board that is necessary
for the Board to effectively and reasonably
perform their duties.

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 SEBI.

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 31^st March

2025 is available on the Company's website at
https://pinc.co.in/important-notifications

13. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Company's CSR initiatives and activities
are aligned to the requirements of Section 135
of the Act. A brief outline of the CSR policy and
the initiatives undertaken by the Company on
CSR activities during the year under review are
set out in Annexure 4 of this report in the format
prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

This Policy is available on the Company's website
at https://pinc.co.in/important-notifications. For
other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which
forms part of this report.

14. MEETINGS OF THE BOARD AND COMMITTEES
OFTHE BOARD

During the financial year 2024-25, 5 (five) 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 31^st March 2025, the board had 3 (Three)
committees Audit Committee (“AC”), Nomination
and Remuneration Committee (“NRC”),
Stakeholders' Relationship Committee (“SRC”),
(the AC, NRC and SRC are collectively referred to
as “Committees").

15. AUDIT COMMITTEE

During the FY 2024-25, 5 (Five) 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.

16. AUDITORS

i) Auditors and Auditors Report

The Auditors' Report for financial year
2024-25 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 FY 2024-25 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 FY ended 31^st March
2025. The Secretarial Audit Report for the FY
ended 31^st March 2025 is enclosed with this
report as “Annexure 3”.

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 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 FY 2024-25.

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 FY 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 FY 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. 31^st March 2025 to which these
financial statements relates and the date of this
report.

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 1”. The Company is
in full compliance with the requirements and
disclosures made in this regard. The requisite
certificate from M/s. Vineeta Patel & Co.,
Secretarial Auditor, 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, 2,14,750 stock
options were lapsed and forfeited and as on 31^st
March 2025, 3,87,000 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
5” 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:

1. Details relating to deposits covered under
Chapter V of the Act.

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.

7. No fraud has been reported by the Auditors to
the Audit Committee or to the Board.

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

9. There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

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.

Registered Office: By Order of the Board of Directors

1218, Maker Chambers V, For Pioneer Investcorp Limited

Nariman Point, Mumbai - 400 021.

Tel No. : 91-22-66186633
CIN: L65990MH1984PLC031909

Website: www.pinc.co.in Gaurang Gandhi A. T. Krishnakumar

E-mail id: investor.relations@pinc.co.in Managing Director Director

DIN:00008057 DIN: 00926304

Date : 20^th June 2025
Place : Mumbai