Pioneer Agro Extracts Ltd Directors Report

To the Members,

The Board of Directors is pleased to present this Annual Report of Pioneer Agro Extracts Limited (the Company or Pioneer) along with the audited financial statements for the financial year ended March 31, 2026.

1. Financial Results

r Particular	Financial Year 2025-26 (FY 2026)	- Financial Year 2024-25 (FY 2025)
Revenue of operation	102.43	103.39
Other Income	25.70	42.52
Total Income	128.14	145.91
Expenses
Operating Expenditure	156.21	135.9
Depreciation and amortization expense	57.29	1.33
Total expense	213.51	137.23
Profit before finance cost, exceptional item and tax	(85.36)	8.67
Finance cost	0.01	0.01
Profit Before Tax	(85.37)	8.68
Tax Expense	(2.14)	0.35
Profit of the Year	(125.51)	8.32

2. Companys Performance Review

During the financial year ended 31st March, 2026 , the Company recorded Revenue from Operations of 102.43 lakhs as against 103.39 lakhs in the previous financial year, reflecting a marginal decline of 0.93% . Other Income stood at 25.70 lakhs compared to 42.52 lakhs in the previous year, resulting in a Total Income of 128.14 lakhs as against 145.91 lakhs in FY 2024 25.

The total expenditure during the year increased significantly to 213.51 lakhs from 137.23 lakhs in the previous year. The increase was primarily attributable to higher operating expenditure and depreciation charges incurred during the year. Operating expenditure increased from 135.90 lakhs to 156.21 lakhs , while depreciation and amortisation expense increased from 1.33 lakhs to

57.29 lakhs .

Consequently, the Company reported a Loss before exceptional items and tax of 85.37 lakhs during FY 2025 26 as compared to a Profit before exceptional items and tax 8.68 lakhs in the previous financial year.

After accounting for tax adjustments, the Company recorded a Net Loss of 125.51 lakhs , as against a

Net Profit of 8.32 lakhs in FY 2024 25.

3. Transfer to Reserve

During the year under review, no amount has been transferred to any of the reserves by the Company.

4. Secretarial Standards

Pursuant to the provisions of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

5. Dividend

Considering the financial performance of the Company during the financial year under review and with a view to conserving resources, the Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year ended 31st March, 2026 .

6. Share Capital

As on 31st March, 2026 , the Authorised Share Capital of the Company stood at 500.00 lakhs , divided into 50,00,000 Equity Shares of 10/- each .

The Issued, Subscribed and Called-up Share Capital of the Company stood at 439.79 lakhs , comprising 43,97,900 Equity Shares of 10/- each . Out of these, 43,32,300 Equity Shares are fully paid-up , while 65,600 Equity Shares are partly paid-up to the extent of 4/- per share and remain forfeited . Accordingly, the paid-up share capital of the Company as on 31st March, 2026 stood at 435.85 lakhs .

During the financial year under review, there was no change in the authorised, issued, subscribed or paid-up share capital of the Company , and the Company did not issue any equity shares with differential voting rights, sweat equity shares, employee stock options or convertible securities.

7. Accounting Method

The Standalone Financial Statements of the Company for the financial year ended 31st March, 2026 have been prepared in accordance with the provisions of Section 129 and other applicable provisions of the Companies Act, 2013 , read with the Companies (Accounts) Rules, 2014 , and the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. The Financial Statements also comply with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 , as amended from time to time.

The Financial Statements have been prepared on the going concern basis using the historical cost convention , except where otherwise required under the applicable Indian Accounting Standards. The Company has consistently applied its accounting policies in the preparation of the Financial Statements. There were no material departures from the applicable Indian Accounting Standards (Ind AS) during the financial year under review. Wherever any new accounting standard, amendment or interpretation became applicable, the same has been duly evaluated and adopted, as required. The management periodically reviews the accounting policies and applicable accounting standards to ensure continued compliance with the prevailing statutory and regulatory requirements.

8. Deposit

During the financial year under review, the Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 . Accordingly, no amount of principal or interest was outstanding as on 31st March, 2026 , and there were no deposits which were not in compliance with the requirements of the Act and the Rules framed thereunder.

9. Conversion, Name Change of Company & Nature of Business

During the financial year under review, there was no change in the nature of the business of the Company.

During the financial year under review, there was no change in the name of the Company . The Company continues to operate under the name Pioneer Agro Extracts Limited .

During the financial year under review, the Company has not undergone any conversion under the provisions of the Companies Act, 2013. The status of the Company remained unchanged as a Public Limited Company , and it continues to be listed on BSE Limited .

10. Board of Directors and Key Managerial Personnel

The composition of the Board of Directors of the Company is in conformity with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable. The Board comprises an optimum combination of Executive, Non-Executive and Independent Directors possessing diverse skills, experience and expertise.

Changes in the Board during the Financial Year

During the financial year under review, the following changes took place in the composition of the Board:

Mr. Jagat Mohan Aggarwal (DIN: 00750120) was re-appointed as a Director liable to retire by rotation by the Members at the 33 rd Annual General Meeting held on 27 th September, 2025 . Mrs. Neeraj P. Sharma (DIN: 07113928) ceased to hold office as an Independent Director upon completion of her second consecutive term of five years with effect from the close of business hours on 30 th September, 2025 . Ms. Ritu Sharma (DIN: 11239320) was appointed as an Independent Director of the Company for a first term of five (5) consecutive years with effect from 01 st October, 2025 , pursuant to the approval of the Members.

Composition of the Board as on 31 st March, 2026

S. No	Name of Directors	Designations	DIN
1	Mr. Jagat Mohan Aggarwal	Chairman cum Managing Director	00750120
2	Mr. Sanjeev Kumar Kohli	Non-Executive Director	07144225
3	Ms. Ritu Sharma	Independent Director	11239320
4	Mr. Narinder Kumar	Independent Director	10728376

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following were the Key Managerial Personnel of the Company as on 31st March, 2026 :

pg. 24

S.No	Name of Key Managerial personnel	Designation
1	Mr. Jagat Mohan Aggarwal	Chairman Cum Managing Director
2	Mr. Shyam Manohar Parashar	Chief Financial Officer
3	Mrs. Dharna Bhatia	Company Secretary & Compliance
		Officer

Directors proposed to be appointment and re-appointment at the ensuing Annual General Meeting are as follows:

Directors Retiring by Rotation and Re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjeev Kumar Kohli (DIN: 07144225) , Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

Further, based on the recommendation of the Nomination and Remuneration Committee , the Board of Directors has approved, subject to the approval of the Members, the re-appointment of Mr. Jagat Mohan Aggarwal (DIN: 00750120) as the Chairman cum Managing Director of the Company for a period of three (3) years , commencing from 25 th May, 2026 and ending on 24 th May, 2029 , on the terms and conditions set out in the Notice convening the ensuing Annual General Meeting.

The requisite disclosures relating to the proposed re-appointment of Mr. Jagat Mohan Aggarwal and Mr. Sanjeev Kumar Kohli , as required under the Companies Act, 2013 and the applicable Secretarial Standards, form part of the Notice convening the ensuing Annual General Meeting.

Cessation of Directors after the Close of the Financial Year

No Director ceased to hold office after the close of the financial year ended 31st March, 2026.

11. Declaration of Directors Independence

The Company has received the requisite declarations from Ms. Ritu Sharma (DIN: 11239320) and Mr. Narinder Kumar (DIN: 10728376) , Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and have complied with the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 , relating to registration with the Independent Directors Databank and renewal of registration, wherever applicable.

In the opinion of the Board, both the Independent Directors possess the requisite integrity, expertise, experience and proficiency and fulfil the conditions specified under the Companies Act, 2013 for appointment as Independent Directors. The Board is satisfied that the Independent Directors are independent of the management and have complied with the applicable statutory requirements.

The Independent Directors have also confirmed that they are not disqualified from acting as Directors under the provisions of Section 164 of the Companies Act, 2013 and that they continue to satisfy all applicable criteria of independence during the financial year under review.

12. Remuneration of Directors, Key Managerial Personnel and Senior Management

The remuneration paid to the Directors, Key Managerial Personnels and Senior Management is in accordance with the Nomination and Remuneration policy formulated in accordance with Section178 of the Act and Regulation 19 of the Listing Regulations.

13. Number of Meetings of Board

During the financial year ended 31st March, 2026 , Five (5) meetings of the Board of Directors were convened and held in accordance with the provisions of Section 173 of the Companies Act, 2013 read with the Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India.

The intervening gap between any two consecutive Board Meetings did not exceed the period prescribed under the Companies Act, 2013 and Secretarial Standard-1. The Board Meetings were conducted in compliance with the applicable statutory and regulatory requirements, and detailed agenda papers were circulated to the Directors well in advance to facilitate informed decision-making.

14. Committees of the Board

In accordance with the applicable provisions of the Companies Act, 2013 , read with the rules made thereunder, the Board of Directors has constituted the following Committees to assist the Board in the effective discharge of its responsibilities and to strengthen the governance framework of the Company:

? Audit Committee

? Nomination and Remuneration Committee ? Stakeholders Relationship Committee

These Committees function within their respective terms of reference approved by the Board and play a significant role in ensuring transparency, accountability, effective decision-making and compliance with the applicable statutory and regulatory requirements.

The composition of the aforesaid Committees, along with the details of meetings held and attendance of members during the financial year ended 31 st March, 2026 , is provided below: Composition of Board Committees:

Committee	Chairman	Members
Audit Committee	Mr. Narinder Kumar	Mr. Jagat Mohan Aggarwal, Ms. Ritu Sharma
Nomination and Remuneration Committee	Mr. Narinder Kumar	Mr. Sanjeev Kumar Kohli, Ms. Ritu Sharma
Stakeholders Relationship Committee	Mr. Narinder Kumar	Mr. Jagat Mohan Aggarwal, Ms. Ritu Sharma

15. Resolution Passed by Circulation

In instances of business exigencies, the Board also approves certain proposals through circulation, ensuring timely decision-making to address urgent business requirements.

During the period under the review, Company hasnt passed any resolution by circulation.

16. Nomination and Remuneration Policy

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & Re appointment of Directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations.

17. Board Evaluation

Pursuant to the provisions of Section 134(3) (p) read with Section 178(2) of the Companies Act, 2013, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors.

The evaluation was undertaken with the objective of assessing the effectiveness of the Board as a whole, the functioning of its Committees, the contribution of individual Directors, the quality of decision-making process, governance practices, strategic guidance, financial oversight, risk management and overall effectiveness in discharging the duties and responsibilities entrusted to them.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Similarly, the Independent Directors, in their separate meeting, reviewed the performance of the Chairman & Managing Director, Non-Independent Directors and the Board as a whole, taking into account the views of the Executive and Non-Executive Directors.

Based on the outcome of the evaluation, the Board expressed satisfaction with its overall effectiveness and the performance of its Committees and individual Directors. The Board is of the opinion that the Directors collectively possess the appropriate balance of skills, experience, expertise, integrity and knowledge required for effective governance and the long-term growth of the Company.

Evaluation of the Board and its Committees

The performance of the Board and its Committees was evaluated, inter alia, on the following broad parameters: ? Composition of the Board and Committees, including the balance of Executive, Non-Executive and Independent Directors and the diversity of skills, knowledge and experience. ? Effectiveness of the Boards functioning, quality of deliberations and decision-making process. ? Frequency of Board and Committee Meetings, adequacy of agenda papers, quality and timeliness of information placed before the Board.

? Oversight of financial reporting, internal financial controls, risk management framework and internal audit functions. ? Effectiveness of corporate governance practices, compliance framework and adherence to ethical standards. ? Clarity of the terms of reference and effectiveness of the Committees in discharging their respective responsibilities. ? Adequacy of resources and support available to the Board and its Committees for effective functioning.

Evaluation of Individual Directors

The performance of the individual Directors was evaluated by the Board based on various qualitative and quantitative parameters, including: ? Attendance and active participation in the meetings of the Board and its Committees. ? Contribution to strategic planning, policy formulation and decision-making.

? Knowledge, expertise and understanding of the Companys business and industry.

? Ability to provide independent judgement and constructive suggestions during deliberations. ? Commitment to the highest standards of integrity, ethics and corporate governance. ? Guidance provided in the areas of financial oversight, risk management, regulatory compliance and stakeholder value creation. ? Devotion of sufficient time and attention towards the affairs of the Company and discharge of fiduciary responsibilities The Independent Directors also evaluated the performance of the Chairman & Managing Director, Non-Independent Directors and the Board as a whole, without the presence of the Director being evaluated, in accordance with the applicable provisions of the Companies Act, 2013.

Outcome of the Evaluation

The evaluation brought to the notice that there is adequate flow of information from Company to the Board and the suggestions and recommendations given by the Board are considered for follow up action. The Board Committees are well-managed and functioning excellently. The Committee meetings are held timely with thorough discussions on agenda items and excellent follow up. The assessment exercise also brought out that all the Directors are excellently contributing in the functioning of the Board. The Chairman well balances the functioning of the Board demonstrating effective leadership. The Board has functioned well and has rigorous discussions. The Board is open and receptive and the members are fully committed to high standards and are transparent.

18. Familiarisation Programme for Independent Directors

All new independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance report.

19. Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and belief, hereby confirms that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures therefrom; b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026, and of the loss of the Company for the financial year ended on that date; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the annual accounts on a going concern basis; e. the Directors have laid down adequate internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

The Board affirms that the Companys internal control systems, compliance framework and governance practices are commensurate with the nature, size and complexity of its business operations and are periodically reviewed to ensure their continued effectiveness.

20. Management Discussion and Analysis

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report as Annexure-A . It speaks about the overall industry structure, global and domestic economic scenarios, developments in the business operations and financial performance of the Company, internal controls and their adequacy, risks, threats, outlook and other matters relevant to the Companys business.

21. Corporate Governance Report

In compliance with Regulation 34 of the Listing Regulations , a separate report on Corporate Governance along with a Certificate of Auditors on its Compliance forms an integral part of this Report Annual Report as Annexure-B.

22. Details of Subsidiary/Joint Venture/ Associate Companies

During the financial year under review, the Company did not have any Subsidiary, Joint Venture or Associate Company within the meaning of the Companies Act, 2013.

23. Consolidated Financial Statement

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as

Listing Regulations) and applicable Accounting Standards, the Company is not required to submit Audited Consolidated financial statements of the Company, together with the Auditors report from part of this Annual Report .

24. Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

25. Auditors

(A) Statutory Auditor

M/s. Piyush Mahajan & Associates , Chartered Accountants (Firm Registration No. 028669N ), were appointed as the Statutory Auditors of the Company to hold office until the conclusion of the

34th Annual General Meeting of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended their re-appointment for a second term of five consecutive years , commencing from the conclusion of the 34 th Annual General Meeting until the conclusion of the 39 th Annual General Meeting , subject to the approval of the Members at the ensuing Annual General Meeting.

The Statutory Auditors have confirmed that they satisfy the eligibility criteria prescribed under Sections 139 and 141 of the Companies Act, 2013 and the Rules made thereunder, and that they continue to be independent of the Company. They also hold a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Audit Committee has reviewed and approved the scope of audit and the remuneration payable to the Statutory Auditors in accordance with the applicable provisions of the Companies Act, 2013.

Auditors Report

The Statutory Auditors Report on the Standalone Financial Statements for the financial year ended 31 st March, 2026 forms part of this Annual Report.

The Audit Report contains an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer. The observations made by the Statutory Auditors, read together with the relevant notes forming part of the Financial Statements, are self-explanatory and therefore do not call for any further comments by the Board in terms of Section 134(3)(f) of the Companies Act, 2013.

During the financial year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013.

(B) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the Company had approved the appointment of M/s. Karan Khurana & Associates, Company Secretaries (Firm Registration No. I2015DE1350200; Peer Review Certificate No. 7012/2025), as the Secretarial Auditors of the Company for a term of five consecutive financial years, commencing from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the financial year ended 31st March, 2026 is annexed to this Report as

Annexure C .

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made therein are self-explanatory and do not require any further explanation by the Board.

(C) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Board of Directors, based on the recommendation of the Audit Committee, reappointed M/s. Yudhister Sharma & Co., Chartered Accountants , as the Internal Auditors of the Company for the Financial Year 2026-27 .

The Internal Auditors conduct internal audits in accordance with the audit plan approved by the Audit Committee and periodically review the adequacy and effectiveness of the Companys internal financial controls, operational processes, risk management framework and compliance systems. Their reports, together with the managements responses, are periodically reviewed by the Audit Committee, which monitors the implementation of corrective actions and recommendations.

During the Financial Year 2025-26, no material weakness or significant adverse observation requiring reporting by the Internal Auditors was brought to the notice of the Board.

26. Instances of Fraud Reported by the Auditors

During the financial year under review, the Statutory Auditors of the Company have not reported any instance of fraud committed by the Company, its officers or employees under Section 143(12) of the Companies Act, 2013 , read with the Companies (Audit and Auditors) Rules, 2014.

Further, the Internal Auditors and Secretarial Auditors have not reported any material fraud or irregularity in the course of their respective audits during the financial year under review.

27. Vigil Mechanism / Whistle Blower Policy

The Company is committed to maintaining the highest standards of ethical conduct, integrity and transparency in all its business operations. Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 , the Company has established a Vigil Mechanism / Whistle Blower Policy to provide a formal mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other improper practices.

The Policy provides adequate safeguards against victimisation of persons who use the vigil mechanism in good faith and ensures complete confidentiality of the identity of the whistle blower. The mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

It is hereby affirmed that no person was denied access to the Audit Committee during the financial year under review. Further, no whistle blower complaints were received during the financial year ended 31 st March, 2026

The Whistle Blower Policy is available on the website of the Company at https://www.pioneeragro.co.in/home.

28. Business Responsibility Statement

A Business Responsibility Report as required in terms of the provisions of Regulation 34(2)(f) of SEBI Listing Regulations, is not applicable on the Company.

29. Details of Internal Financial Controls Related to Financial Statements

The Company has in place a robust system of Internal Financial Controls , commensurate with the nature, size and complexity of its operations. The internal control framework is designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, compliance with applicable laws and regulations, prevention and detection of frauds and errors, and the maintenance of accurate and complete accounting records.

The Companys Internal Financial Controls are periodically evaluated by the management and independently reviewed by the Internal Auditors. The Audit Committee oversees the adequacy and effectiveness of the internal control environment and monitors the implementation of audit recommendations, wherever required.

Based on the evaluation carried out during the financial year, the Board is of the opinion that the Companys Internal Financial Controls were adequate, effective and operating satisfactorily as at

31 st March, 2026 , and that no material weakness or significant deficiency requiring corrective disclosure was identified.

30. Annual Return

Pursuant to the provisions of Section 134(3)(a) and section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, the annual return of the Company as on March 31, 2026, is available on the website of the Company at https://www.pioneeragro.co.in/the-organisation/investors-info

The Annual Return for the financial year ended March 31, 2026 shall be filed with the Ministry of Corporate Affairs within the prescribed period.

31. Significant and Material orders passed by the Regulators or courts or tribunal

During the financial year ended 31st March, 2026 , no significant or material orders were passed by any regulator, court or tribunal that could have an impact on the going concern status of the Company or materially affect its operations or financial position in the future.

32. Loans, Guarantees, Securities and Investments

Pursuant to the provisions of Sections 185 and 186 of the Companies Act, 2013 , the particulars of loans, guarantees, securities and investments made by the Company during the financial year under review are as follows:

Loans

The Members of the Company had, at the 32nd Annual General Meeting , approved the grant of loan(s) aggregating up to 5.00 Crores to Pioneer Industries Private Limited pursuant to the provisions of Section 185(2) of the Companies Act, 2013. During the year under review, the loan continued pursuant to the aforesaid approval, with an outstanding balance of 134.17 lakhs as at 31 st March, 2026.

Investments

During the financial year under review, the Company did not make any investment , directly or indirectly, in any body corporate or other entity.

Guarantees and Securities

During the financial year under review, the Company did not provide any guarantee or security in connection with any loan to any body corporate or any other person.

33. Particulars of Contracts or arrangements with Related Parties

The Company has adopted a Policy on Related Party Transactions in accordance with the provisions of the Companies Act, 2013 to ensure that all transactions with related parties are undertaken in a transparent manner, are in the ordinary course of business, are conducted on an arms length basis and are in the best interests of the Company and its stakeholders.

The Policy lays down the framework for identification, review, approval and monitoring of related party transactions in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards. The Policy is available on the website of the Company.

Transactions during the Financial Year

During the financial year ended 31st March, 2026 , the Company entered into related party transactions in the ordinary course of business. All such transactions were: undertaken on an arms length basis; in the ordinary course of business; and in compliance with the applicable provisions of the Companies Act, 2013 and the Companys Policy on Related Party Transactions.

None of the related party transactions entered into during the financial year attracted the provisions requiring approval of the Members under Section 188 of the Companies Act, 2013, except those approved by the Members wherever applicable.

The particulars of contracts or arrangements with related parties referred to under Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 , are annexed to this Report as Annexure D .

The disclosures relating to related party transactions as required under Indian Accounting Standard (Ind AS) 24 Related Party Disclosures form part of the Notes to the Standalone Financial Statements i.e Note No. 26.

The Company has undertaken related party transactions in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The necessary approvals, wherever required, have been obtained in accordance with the applicable provisions of the Act.

Pecuniary Relationship with Non-Executive Directors

During the financial year under review, the Non-Executive Directors did not have any pecuniary relationship or transaction with the Company, except for the payment of sitting fees, wherever applicable, and reimbursement of expenses incurred in the discharge of their official duties.

The Board is of the view that all Related Party Transactions entered into during the financial year were in the best interests of the Company and were carried out with appropriate approvals and in compliance with the applicable statutory provisions.

34. Particulars of Employees

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information relating to the remuneration of Directors, Key Managerial Personnel and employees, as required under the said provisions, is annexed to this Report as Annexure E .

The statement containing the particulars of the top ten employees in terms of remuneration drawn during the financial year, as required under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure E .

Further, none of the employees of the Company was in receipt of remuneration requiring disclosure under Rule 5(2)(i), Rule 5(2)(ii) or Rule 5(2)(iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended.

35. Code of Conduct

The Company is committed to maintaining the highest standards of ethical conduct, integrity and corporate governance in all its business activities. The Board of Directors has adopted a Code of Conduct applicable to all Directors and employees of the Company, which sets out the principles of ethical behaviour, integrity, transparency, accountability and compliance with applicable laws and regulations.

The Code provides guidance on maintaining high standards of business ethics, avoiding conflicts of interest, protecting the Companys assets and confidential information, ensuring fair dealing with stakeholders and promoting a culture of honesty and professionalism across the organization.

The Code of Conduct is available on the website of the Company at https://drive.google.com/file/d/1mlGkML9FfZVaHjlMdgCk3FCVgv5Hf6aN/view.

All the Directors and Senior Management Personnel have affirmed their compliance with the provisions of the Code of Conduct for the financial year ended 31st March, 2026 .

36. Energy Conservation, Technology Absorption and Foreign Earing and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 are given in Annexure F.

37. Disclosure under the Sexual Harassment of Woman at a Workplace (Preservation. Prohibition and Redressal), Act, 2013

During the year under review, the Company has not received any complaint of sexual harassment.

38. Compliance with the Maternity Benefit Act, 1961

The Company is committed to supporting the needs, health and safety of mothers and complies with the provisions of the Maternity Benefit Act, 1961.

39. Material changes and commitments, if any, 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 the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

40. RBI Guidelines

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

41. Requirements for maintenance of Cost Records

During the financial year under review, requirement for maintenance of cost records as specified by Central Government under Section 148 of the Act is not applicable on the Company.

42. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) and their status

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

43. Listing on Stock Exchange

The equity shares of the Company are listed on BSE Limited.

Further, trading in the Equity Shares was not suspended on the Stock Exchanges during the financial year under review.

	For and on behalf of the Board
Date: 14 th August, 2026	Pioneer Agro Extracts Limited
Place: Pathankot

Jagat Mohan Aggarwal	Sanjeev Kumar Kohli
(Managing Director)	(Director)
DIN: 00750120	DIN: 07144225