Pioneer Agro Extracts Ltd Directors Report

2. COMPANYS PERFORMANCE REVIEW During the financial year 2023-24:

? During the financial year 2023-24, revenue from operations on standalone basis reduced to INR 103.94 Lakhs as against INR 169.96 Lakhs in the previous year; ? Other income is increased to INR 41.18 Lakhs as against INR 36.76 Lakhs in the previous year- a profit of 10.73%; ? Profit after tax for the current year is INR -7.23 Lakhs against INR 7.18 Lakhs in the previous year.

3. TRANSFER TO RESERVE

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

4. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

5. DIVIDEND

During the year under review, the Company has not carried on any business activity and as a result of which, the Board of Directors have not recommended any dividend on the equity share capital. The Company wants to conserve the resources of the company.

6. SHARE CAPITAL

The Company has issued and subscribed capital of Rs. 439.79 in lacs (divided into 43,97,900 equity shares of Rs. 10 each, out of which 43,32,300 shares of Rs. 10 are fully paid up and 65,600 shares are paid up to the tune of Rs.4 eachand thus forfeited by the company. Therefore the paid-up Capital of the Company stands at Rs. 435.85(lacs).

7. DEPOSIT

During the financial year 2023-24, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

8. RBI Guidelines

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

9. CONVERSION, NAME CHANGE OF COMPANY & NATURE OF BUSINESS

? During the financial year, your company hasnt changed its name;

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

During the year, the Members approved the following appointment and re-appointment of Directors:

? Mr. Jagat Mohan Aggarwal (DIN: 00750120) was re-appointed as director liable to retire by rotation at the Annual General Meeting held on September 30, 2023. ? Other than above, there is no change in the directorship of the Company.

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

? Mr. Narinder Kumar (DIN: 10728376), is proposed to be appointed as Non-Executive Independent Directors of the Company, pursuant to the provisions of Section 149 of the Companies Act, 2013 and rules made thereunder and SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter referred as "Listing Regulations") at the ensuing Annual General Meeting for the first term of five years commencing from October 01, 2024.

? At the ensuing Annual General Meeting, Mr. Sanjeev Kumar Kohli (DIN:07144225), Non-Executive Director of the Company is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Articles of Association of the Company and being eligible, offers himself for reappointment as director of the Company.

The brief profiles of Mr. Narinder Kumar and Mr. Sanjeev Kumar Kohli forms part of the Corporate Governance Report and the notice of the ensuing Annual General Meeting of the Company.

Details of the Directors whose appointment is proposed to be ceased after closure of financial year:

? Board of directors in their meeting held on 14^th August, 2024 took the note of cessation of Mr. Rajinder Kumar Uppal (DIN: 06879625) from the post of Independent director of the company upon completion of his second and final term of five years as an Independent Director w.e.f. the close of business hours on 30^th September, 2024.

No director of the Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The directors of the Company have made necessary disclosures, as required under various provisions of the Companies

Act, 2013 (Hereinafter referred as "the Act") and the Listing Regulations.

On the basis of the declarations submitted by the Independent Director of the Company, the Board of Directors have opined that the Independent Director of the Company fulfill the required criteria as defined under Section 149(6) of the Act and the Listing Regulations.

11. DECLARATION OF DIRECTORS INDEPENDENCE

The Company has received the following declarations from all the Independent Directors confirming that:

? They meet the criteria of independence as prescribed under the provisions of the Act, read with the schedules and rules issued thereunder, as well as of Regulation 16 of the Listing regulations;

? In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated; they could impair or impact their ability to discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

12. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELS 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.

5(Five) meetings of the Board of Directors were held during the financial year 2023-24. The details of the meetings of the Board of Directors of the Company convened during the financial year 2023-24 are given in the Corporate Governance Report which forms part of this Report.

15. 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.

16. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of 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 inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director

19 being evaluated.

Performance Evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on: ? Board composition and quality with emphasis on its size, diversity, skill set of members;

? Periodic review of Companys management and internal control system for appropriateness and relevance;

? Board process and procedure with emphasis on the frequency of Meetings, Attendance thereof, flow of information; ? Oversight of Financial Reporting process including Internal Controls and Audit Functions;

? Engagement in Corporate Governance, ethics and compliance with the Companys code of conduct.

The Board evaluated the performance of the Committees on the following parameters: ? Appropriateness of size and composition; ? Clarity of mandate and well-defined agenda;

? Reporting to the Board on the Committees activities;

? Availability of appropriate internal and external support or resources to the Committees.

Performance Evaluation of Individual Directors

The performance evaluations of the Individual Directors were carried out by the Board and other Individual Directors, considering aspects such as:

? Display of effective leadership qualities and skill;

? Implementation of observations/ recommendations of Board Members; ? Effective and timely resolution of grievances of Board Members;

? Ability to bring convergence in case of divergent views and conflict of interest situation tabled at Board Meetings; ? Sufficient knowledge of Company strategy and objective; ? Understand their role as Director, as distinct from management; ? Adequate and productive use of knowledge and experience of the Independent Directors for the functioning of Board; ? Efforts for professional development to enable better fulfilment of their responsibilities; ? Ask questions/ critique proposals with confidence; ? Open and effective participation in Board discussions; ? Keep stakeholder interest as the touchstone in endorsing decisions.

Evaluation Outcome

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.

17. FAMILIARIZATION PROGRAM 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.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Companies as

20 at 31^st March, 2024 and of profit and Loss of the Company for the financial year ended 31^st March, 2024;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; (d) the annual accounts have been prepared on a "going concern" principal; (e) proper internal financial control laid down by the directors were followed by the Companies and that such internal financial controls are adequate and operating effectively ; and; (f) Proper system to ensure compliance with the provisions of all applicable laws was in place and that such system are adequate and operating effectively.

19. 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 business operations/performance of the Companys various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, Risk, threats, outlook etc.

20. 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.

21. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Company does not have any Subsidiary / Joint Ventures / Associate Companies.

22. 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.

23. 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.

24. AUDITORS

Secretarial Auditors

The Board of Directors of the Company has appointed Mr. Karan Khurana & Associates, Practicing Company Secretary, (Certificate of Practice No. 15397) as the Secretarial Auditor to conduct an audit of secretarial records for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31^st Day of March, 2024 under Act, read with Rules made thereunder and Regulations 24A of the listing regulations (including any statutory modification(s) or re enactment(s) thereof for the time being in force) is set out in the Annexure-C to this report.

The Secretarial Audit Report does not contain any qualification.

The Board has appointed M/s Karan Khurana & Associates, Practicing Company Secretary, (Certificate of Practice No. 15397), as Secretarial Auditors of the Company for FY 2024-25. The company has received consent from Mr .Karan Khurana to act as the auditor for conducting audit of the secretarial records for the financial year ending as on 31^st Day of March, 2025.

M/s Piyush Mahajan & Associates (Chartered Accountants) (FRN: 028669N), were re-appointed as the Auditors of the Company at 29^th Annual General Meeting till the conclusion of the Thirty Third Annual General Meeting, to conduct the audit till the March 31, 2026.

M/s Piyush Mahajan & Associates (Chartered Accountants) (FRN: 028669N) has confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31^st March,

2024. The Auditors Report for the financial year ended 31st March, 2024 on the financial statements of the Company is a part of this Annual Report.

M/s Yudhistar Sharma & Co., Chartered Accountants was re- appointed by the Board of Directors to perform the duties of Internal Auditor of the Company for the Financial Year 2024-25.

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a Mechanism for reporting illegal or unethical behavior. The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI

Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website at https://www.pioneeragro.co.in/the-organisation/investors-info.

The Company has provided email address of Vigilance and Ethics Officer in its policy to which all protected disclosures should be addressed. It is affirmed that no person has been denied access to the Audit Committee. The employees are encouraged to voice their concerns by way of whistle blowing and the policy provides complete confidentiality and safeguard of the employees who raises the whistle against such improper conduct.

26. 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.

27. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

Accordingly, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2023-24.

28. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company is available on the Companys website at the following web link:-https://www.pioneeragro.co.in/the-organisation/investors-info

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no such significant and material orders passed by the regulators or courts or tribunals, impacting the going concern status and companys operations in future.

30. LOANS, GUARANTEES OR INVESTMENTS

? Details of Loans:-

The members of the company in the 30^thAnnual General Meeting had approved loans of an amount of 4.50 Crores to Pioneer Industries Private Limited ( formerly known as Pioneer Industries Limited) (a body corporate in which director is interested), pursuant to the provisions of section 185(2) of the Companies Act, 2013.

? Details of Investments:-

During the year under the review, the company has not directly or indirectly invested in any body corporate.

? Details of Guarantee / Security Provided:-

During the year, the Company has not directly or indirectly, given any guarantee or provided any security in connection with a loan to any other body corporate or person(s).

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions which were repetitive in nature, entered on arms length basis in the ordinary course of business and compliance with Section 188 (1) of the Companies Act 2013 read with rules made there under,

Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015and other applicable provisions of the Law.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and Materiality of Related Party Transactions, formulated by the Company.

The Related Party Transactions Policy as approved by the Board was uploaded on the Companys website pursuant to Regulation 46 of the SEBI (LODR) Regulations, 2015 at the web link: https://drive.google.com/file/d/1qHf9yRDIbATHbpHB9OjUdudG-Uvol9n8/view.

The information relating to particulars of contracts or arrangements with related party prepared under Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rule, 2014 is in Form AOC-2is appended as Annexure D to the Directors Report as required.

Details of the transactions with Related Parties are provided in the accompanying financial statements. Members may refer to Note 23 to the financial statements which set out related party disclosures.

32. PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/information related to the remuneration of Directors and Key Managerial Personnel are set out as Annexure-E to the Directors Report.

There is no information required to mention under Rule 5 (2) except statement showing details pertaining to names of the top ten employees in terms of remuneration drawn and various other details related as per Rule 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Further, the Company has no such employee who falls under Rule 5 (2)(i), (ii) and (iii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Amendment Rules, 2016.

33. CODE OF CONDUCT

The Board of Directors has approved a code of conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the Company. The code has been placed on the Companys website https://drive.google.com/file/d/1mlGkML9FfZVaHjlMdgCk3FCVgv5Hf6aN/view.The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, inbusiness practices and in dealing with stakeholders.

All the Board Members and Senior Management personnel have confirmed compliance with the code.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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.

35. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated a Policy on prevention of Sexual Harassment at workplace for prevention, prohibition and redressal of Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013(hereinafter referred to as "Prevention of Sexual Harassment Act").

To prevent the sexual harassment in workplace the company has set up Internal Complaints Committee in the company comprising a presiding officer who is senior level woman employee, members with legal knowledge or experience in social work and one independent member from outside the organization who expertise in dealing with such matters and has the relevant knowledge and experience. The Committee is responsible for dealing with all matters related to the subject. The committee constitution has been communicated to all employees.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company periodically conducts sessions for employees across the organization to build awareness about policy and the provisions of Prevention of Sexual Harassment Act.

During the financial year 2023-24, company has not received any complaint of Sexual Harassment.

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.

ASSOCIATE COMPANIES DURING THE YEAR

No company has become or ceased to be our companys subsidiaries, Joint Ventures or Associate Company during the year.

38. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2024.

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

40. LISTING OF SHARES