Pilani Investment & Industries Corporation Ltd Management Discussions

Annexure- G

This Management Discussion and Analysis Report is framed in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

1. Industry Structure and Developments

Non-Banking Financial Companies (NBFCs) bring in diversity and efficiency to the financial sector. In the recent past, NBFCs have played increasingly important role in resource mobilisation and credit intermediation, thereby helping commercial sector to make up for low bank credit growth. The Reserve Bank and the Government have taken several measures to address various challenges by enhancing systemic liquidity and strengthening the governance and risk management framework of NBFCs. During the financial year 2024-25 the Indian economy showed remarkable resilience and growth, amidst a challenging global landscape. The year witnessed a real GDP growth estimated at 6.4% by the National Statistical Office as compared to growth rate of 7.6% during 2023-24.

2. Opportunities and threats

India is emerging as the fastest growing major economy in the world. Despite various geopolitical tensions worldwide, the economic growth of India was ensured by the government through various financial stimulus packages and the focus on infrastructural development. Your Company holds significant investments in Equity Shares of various diversified companies like Aditya Birla Real Estate Limited (formerly Century Textiles and Industries Limited, Grasim Industries Limited, Hindalco Industries Limited, UltraTech Cement Limited, Vodafone Idea Limited, Aditya Birla Fashion and Retail Limited, Kesoram Industries Limited etc. Therefore, the business prospects of the Company largely depend on the business prospects and performance of its investee companies. As a long-term strategy, the Company is looking forward for a sustainable growth in its investee companies in the coming years which would enhance the shareholders value.

3. Segment–wise or product-wise performance

The main business of the Company is investment and financing activity and all these activities are carried out within India. As such there are no separate reportable segments or product wise performance reports applicable to the Company.

4. Outlook

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 Companys 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 continues to hold significant strategic investments in various diversified and renowned companies as stated above. The Company will continue to focus on making long-term strategic investments besides consolidating existing investments through further investments in the Group Companies. Besides, the Company is also expanding its horizon by entering into the field of financing activities.

5. Risks and concerns

Being an Investment and Finance Company, the risk of the Company is basically attached to the performance of investee companies which are engaged in diversified fields. The Company has robust risk management and monitoring systems in place to minimise the impact of such risks.

6. Internal Control Systems and their Adequacy

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 ensure 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.

7. Discussion on financial performance with respect to operational performance

The following review are intended to convey Managements perspective on the financial and operating performance of the Company during the Financial Year 2024-25. This Report should be read in conjunction with the Companys financial statements and other information included in this Annual Report.

The Company has recorded very satisfactory performance during the Financial Year 2024-25 on Standalone basis. Below is a brief quantitative overview of the financial and operational performance of your Company during the reporting period.

A. Standalone Results:

The Company has recorded a satisfactory performance during the year under review. The Company has received during the year, Income by way of Dividend to the tune of 7,921.33 Lakhs, Interest of

23,584.91 Lakhs, Profit from sale of Investments of 157.77 Lakhs, and Rental Income of 119.81 Lakhs. The total income is 32,320.04 Lakhs as against total income of 30,321.13 Lakhs in the previous year. The Profit before depreciation and tax is 22,192.97 Lakhs. After providing for depreciation of 22.42 Lakhs and tax of 5,229.94 Lakhs, the Net Profit is 16,940.61 Lakhs as against 16,707.05 Lakhs in the previous year, increase of around 1.40 %.

B. Consolidated Results:

On the consolidated front, the Company has received during the year, Income by way of Dividend to the tune of 6,169.55 Lakhs, Interest of 23,604.34 Lakhs, Profit from sale of Investments of 169.09 Lakhs, and Rental Income of 126.83 Lakhs. The total income is 30,707.39 Lakhs as against total income of

28,630.95 Lakhs in the previous year. The Consolidated Profit before depreciation and tax is 20,472.11 Lakhs. After providing for depreciation of 22.95 Lakhs and tax of 5,261.46 Lakhs, the Consolidated Net Profit but before Share of profit from Associate is 15,187.70 Lakhs. Share of Loss from an Associate is

(5,339.42) Lakhs and Consolidated Profit after tax is 9,848.28 Lakhs as against 16,645.76 Lakhs in the previous year, decrease of around 40.84 %.

8. Material developments in Human Resources / Industrial Relations front, including number of people employed.

Employees relations continued to be harmonious throughout the year with the management. Number of permanent employees on the roll of the Company was 14 as on 31^st March, 2025.

Your Company believes that, its employees are its greatest strength and the most valuable asset. The management and staff have a mutual faith and trust. The Company provides equal opportunity to all employees and strives to inculcate high performance culture in the organisation.

9. Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year, if any) in key financial ratios, alongwith detailed explanations thereof.

Debtors Turnover Ratio has increased by 37.55 % due to increase in revenue. Current Ratio has decreased by 60.94% due to increase in short term borrowings. Debt Equity Ratio has increased by 85.81 % due to increase in borrowings.

The Company has been practicing the principles of good Corporate Governance, which comprise all activities that result in the control of the company in a regulated manner, aiming to achieve transparent, accountable and fair management.

The details of Corporate Governance compliance by the Company pursuant to the provisions contained in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are as under:

Corporate Governance pertains to systems, by which Companies are directed and controlled, keeping in mind long-term interest of Stakeholders. In sum, Corporate Governance is to achieve business excellence and dedicate itself to transparency in all its dealings and places and business efforts. The Company firmly believes in the spirit of Corporate Governance and the same has influenced its decisions and policies long before the guidelines became mandatory.

The Board of Directors comprises of seven members consisting of all Non-Executive Directors who account for hundred percent of the Board strength as against minimum requirement of fifty percent as per the listing regulation. The Non-Executive Directors are eminent professionals/experts drawn from amongst persons with experience in business and industry, finance and law. The composition of the Board and other particulars are as under:-

# Only the two committees viz., the Audit Committee and the Stakeholders Relationship Committee are considered for this purpose.

* Also independent

** Private companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013.

– None of the Directors of the Company hold any Equity Shares in the Company except Shri D. K. Mantri – 140 Equity Shares and Shri A. K. Kothari – 98 Equity Shares.

– The Non-Executive Directors have no material pecuniary relationship or transactions with the Company in their personal capacity.

– In terms of provisions of the Companies Act, 2013, no Director is related to any other Director on the Board.