Pioneer Investcorp Ltd Management Discussions

2. Pioneer Wealth Management Services Limited; (Registered Portfolio Manager (PMS), Research Analyst (RA) and Investment Advisor (IA) with SEBI)

7. E-Ally Securities (India) Private Limited OPERATIONAL HIGHLIGHTS

The performance of companys income from operations and Profits during the Financial Year 2023-24 was impacted due to higher interest rate resulting in slower economic recovery resulted in lower credit intake from the Corporates impacting debt syndication business of the Company and also hike in repo rate by RBI during the year created lesser investment and trading opportunities in the Companys investment and trading business of Government Securities and corporate bond, resulting in increase in Net Profit at Standalone and Consolidated level.

OPPORTUNITIES AND THREATS

Opportunities

Overall outlook for the Indian economy remains positive: we expect investments to see a turnaround and thrust the economy into sustainable growth. India will likely grow at a moderate pace of 6.8% in FY 2024-25, as the global economy continuous to grow at 3.2%. Growth in the next year will likely pick up on account of stable inflation, decline in unemployment, strong public investment outlays, vitality of the services sector, which benefitted from robust local demand for consumer services and strong external demand for the countrys business services exports.

Threats

Inflation is the biggest risk to the positive outlook. While risk of global recession has receded, concerns of inflation still loom over, re-igniting the risks of global financial stability. Escalation of the conflict in the Middle East, financial stress, persistent inflation and a slowdown in international trade are downside risks for global growth. New commodity price spikes from geopolitical shocks including continued attacks in the Red Sea and supply disruptions or more persistent underlying inflation could prolong tight monetary conditions

OUTLOOK

Global Factors

According to the World Economic Outlook report released in January 2024, global growth is projected to reach 3.1 percent in 2024 and 3.2 percent in the FY 2024-25 on account of greater-than expected resilience in the United States and several large emerging market and developing economies, as well as fiscal support in China. Global headline inflation is expected to fall to 5.8 percent in 2024 from 4.4 percent in 2025, in midst of unwinding supply-side issues and restrictive monetary policy. India in the world economy, is projected to grow at 6.8 percent in FY2024-25 and 6.5% in FY2025-26, attributed by continuing strength in domestic demand and favourable demographics

Indian Economy

The GDP growth for FY2024-25 is projected at 6.8%. CPI Inflation forecast for FY 2024-25 is expected to remain 4.5%, unchanged as the country braced for a scorching summer amid a spike in crude oil prices and continuous worries caused by supply chain disruptions due to the Red Sea Crisis. Food Inflation has been a major concern as it is has climbed up to 8.7% in February driven by a rise in vegetables, eggs, meat and fish prices. Despite volatile food inflation in February, core inflation, excluding food and fuel, has shown a downward trend. However, concerns persist regarding the impact of weather variations on inflation and economic stability.

Segment wise Performance

FY 2023-24 was moderately better in comparison to the Companys previous year for Income from trading in securities. During the year end under review, there was marginal increase in income from Investment activities in G. Sec./SLR/Non SLR papers as compared to previous year. However, fees income has decline during the year.

At a consolidated level also, groups seems mixture of both incline and decline in income segments, i.e. decline in Income from Merchant Banking and Advisory fees, and incline in Income from Shares and Securities, Equity Brokerage and Related Income.

Companys Outlook for its business segments

The Company continued to emphasize its core business of Investment banking both in equity and debt and its trading and investment activities in Government Securities, corporate bonds as well as in equities, which may improve companys performance and results in near future.

Standalone & Consolidated Financials

RISK AND CONCERN

At a macro level, geopolitical developments and rising global financial instability could affect the favourable combination of growth and inflation outcomes currently anticipated.

At the Micro level, there are "potential risks" to growth that arise out of the Red Sea Crisis (Supply Chain Disruptions), which could create drought conditions.

Further technology expansions amongst the financial market intermediaries is a concern and can thus impact the performance of the company. The company is primarily exposed to interest rate risk, liquidity risk and operational risks.

INTERNAL CONTROL SYSTEMS

The Companys internal control policy and systems which are commensurate with its size and the nature of its operations, are regularly updated and modified by the Board of Directors of the Company. These updated policies provide accurate financial and operational information, in compliance with applicable statutes, safeguarding assets, executing transactions with proper authorization, and ensuring compliance with corporate policies.

DISCUSSION OF FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year end under review, both Financial as well as operational performance of the Company and the Group as a whole, has been affected for the reasons mentioned above in the segment wise performance.

MATERIAL DEVELOPMENT AND HUMAN RESOURCES

There was no major senior management change both at Company and Group level. Innovative initiatives and steps by Companys Human Resource Department has succeeded in retaining its Key human resources which resulted in lower attrition both at Company and Group level.

RATIOS

The details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, mentioned in note no. 41 forming part of Notes to accounts.

CORPORATE GOVERNANCE REPORT

Companys philosophy on corporate governance ensures sound business activities fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investor, and the society at large. Good governance practices evolve from the dynamic culture and positive mindset. The companys Corporate Governance principals main objective is to protect all stakeholders interest.

Your Company confirms compliance to the Corporate Governance requirements as enshrined in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the details of which for the financial year ended 31st March, 2024 is as set out hereunder:

2. Board of Directors

(I) The Company strives to attain a balanced Board with optimum combination of Executive and Non-Executive Directors, including independent professionals, who play a crucial role in Board processes and provide independent judgment on issues of strategy and performance.

The composition of the Board was in conformity with Regulation 17 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations, 2015) read with Sections 149 and 152 of the Act.

As on 31st March 2024 the Company comprises of six (6) Directors. The Composition and Category of the Board of Directors during the FY 2023-24 are as follows:

ii. None of the Directors on the Board:

holds directorships in more than ten public companies.

serves as Director or as Independent Directors in more than seven listed entities; and

who are the Executive Directors serve as independent directors in more than three listed entities.

iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

iv. The Board meets at least once in every quarter, inter alia, to review the quarterly results and other items on the agenda and minimum 4 (four) pre-scheduled Board meetings are held every year. In case of business exigencies or urgency of matters, resolutions are passed by way of circulation.

During the year under review 4 (four) Board meetings were held on 30th May 2023, 11th August 2023, 09th November 2023 and 14th February 2024 and a separate meeting of Independent Directors on 22nd March 2024. The necessary quorum was present in all the Board meetings. Leave of Absence was granted to the concerned Directors who could not attend the respective Board meeting. The details of attendance of Directors at the Board meetings and at the last Annual General Meeting are as under:

v. Familiarisation Program

In compliance with the requirement of the Listing Regulations, Independent Directors of the Company are provided with detailed information and clarification covering overall industry & Companys business activities, financial performance of the Company, statutory and regulatory changes. The details of the program are uploaded on Companys website at https://pinc.co.in/important-notifications.

vi. A chart or a matrix setting out the skills / expertise / competence of the Board of Directors along with disclosure of relationships between directors inter-se:

(vii) This is to confirm that in the opinion of the Board, all the independent Directors fulfil the conditions specified in the SEBI (LODR) Regulations 2015, as amended from time to time and are independent of the management.

(viii) During the year end under review, there were no resignations from the Board of Directors of the Company. However, there was change in company secretary during the year under review.

3. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with regulation 18 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Audit Committee presently comprises of five directors. All the members of the Audit Committee have accounting and financial management knowledge.

During the year, the committee met four times i.e. 30th May 2023, 11th August 2023, 09th November 2023 and 14th February 2024.The Composition of the Audit Committee and the attendance of the members at the meeting held are as follows:

TERMS OF REFERENCE

The terms of reference to the Audit Committee inter alia includes:

4. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Nomination and Remuneration Committee presently comprises of three members.

During the year, the committee met twice in a year i.e. 11th August 2023 and 14th February 2024.

The Composition of the Nomination and Remuneration Committee and the attendance of the members at the meeting held are as follows:

The terms of reference to the Nomination and Remuneration Committee inter alia includes:

Performance evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal process of the annual performance evaluation of the Board, Committees and individual Directors based on various criteria. The Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. The performance was evaluated on parameters such as performance of the board against the performance benchmarks set, overall value addition, participation in deliberations of the Board, qualifications, experience, special contribution, utility etc. A brief questionnaire was prepared covering various aspects including the above areas of competencies. The evaluation of the Chairman, Executive Director and Non-Independent Directors was carried out by the Independent Directors. The Directors express their satisfaction with the evaluation process. The Criteria of making payments to Non-Executive Directors is displayed on the Companys website www.pinc.co.in

Mr. G. M Gandhi, Managing Director of the Company receives monthly remuneration as per statutory requisite approval from the shareholders of the Company. Further none of the other Directors receives any remuneration from the Company, except by way of sitting fees for attending the Board Meeting and/or committee meeting. During the year under report, the Company paid the non-executive Directors seating fees of Rs.10,000/- after deducting TDS for each meeting of the Board or a Committee thereof attended by them. The criteria for making payment to Non-Executive Directors is available on companys website, web-link of which is https://www.pinc.co.in/policy.php.

6. Corporate Social Responsibility (“CSR”) Committee

The Corporate Social Responsibility (“CSR”) Committee presently comprises of 4 (four) members.

During the year, the committee met once in a year i.e. on 22nd March 2024.

The Composition of the Corporate Social Responsibility (“CSR”) Committee and the attendance of the members at the meeting held are as follows:

The terms of the reference of the CSR Committee covers all the matters prescribed under Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 (as amended from time to time) which include formulating and recommending to the Board; the CSR Policy and activities to be undertaken by the Company, recommending the amount of expenditure to be incurred on CSR activities of the Company.

The detailed terms of reference of the CSR Committee are contained in the CSR Committee Policy, which is available on the website of the Company at the weblink https://pinc.co.in/important-notifications.

During the financial year 2023-24, the company ceases to meet the eligibility criteria of Section 135 of the Companies Act 2013 i.e. net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during the immediately preceding financial year.

The Stakeholder and Relationship Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015.

The Stakeholder and Relationship Committee presently comprises of 4 (four) members.

During the year, the committee met once in a year i.e. on 22nd March 2024.

The Composition of the Stakeholder and Relationship Committee and the attendance of the members at the meeting held are as follows:

The terms of reference to the Stakeholder Relationship Committee inter alia includes:

The Committee inter alia oversees the redressal of Member and investor complaints / requests for transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialization of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee also keeps a close watch on the performance of Registrar & Share Transfer Agents (RTA) of the Company. The Committee also reviews various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports / statutory notices by the Members of the Company.

Compliance Officer:

Ms. Riddhi Sidhpura, Company Secretary is the Compliance Officer pursuant to Regulation 6 of the SEBI (LODR) Regulations, 2015 with effect from 14th February 2024.

Further, Mr. Amit Chandra served as Company Secretary and Compliance Officer of the Company upto 31st January 2024.

During the year under review, the company has not received any investor compliant and none of the complaints are pending at the end of the year.

a) Details of Annual General Meeting (AGM) held during the last three years and the special resolutions passed are as under:

b) Postal Ballot

No Resolution on matters requiring Postal Ballot was passed during the year under review. No Resolution is proposed to be conducted through Postal Ballot as on date of this report.

The Quarterly Financial Results are announced within the timeline approved by BSE as per the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015. The company provides the information to the stock exchange where shares of the company are listed. The results are also published in one English Newspaper having national circulation, one regional language newspaper where the registered office of the Company is situated and also on the website of the Company at Website: www.pinc.co.in.

10. General Shareholders information

k) Stock Data / Market price data

High / low market price of the Companys equity shares traded on stock exchanges where the shares of the Company are listed during the last financial year are as follows:

l) Shareholding Pattern

Detailed Shareholding pattern of the Company as on 31st March 2024, was as under:

m) The distribution of Shareholding of Equity Shares as on 31st March 2024, was as under:

n) Dematerialization Of Shares

As on 31st March 2024, 94.83% of the Companys total paid up Equity Shares were held in demat form with NSDL and CDSL.

o) Service Of Documents Through Electronic Mode

As a part of Green Initiative, the members who wish to receive the notices/documents through e-mail, may kindly update their e-mail addresses with the Companys Registrar and Share Transfer Agent, Satellite Corporate Services Private Limited, by sending a request to service@satellitecorporate.com p) Investor Services and Address for Shareholders Correspondence

Shareholders may correspond with the Registrar and Transfer Agent, for the entire range of services with regard to share transfer, change of address, change of mandate, dividend, etc. at the address mentioned here in above. Members may contact Ms. Riddhi Sidhpura, Company Secretary and Compliance Officer for all investor related matters at the Registered Office of the Company at the following address:

1218, Maker Chambers V, Nariman Point, Mumbai 400 021 Tel. No.: 022- 6618 6633, Fax no.:022-2204 9195, email id: investor.relations@pinc.co.in website: www.pinc.co.in.

q) Compliance Officers Details

Ms. Riddhi Dilip Sidhpura

Company Secretary & Compliance officer

Registered office: 1218, Maker Chambers V, Nariman Point, Mumbai 400 021 Tel. No.: 022- 6618 6633 : Fax no.:022-2204 9195, email id: riddhi.sidhpura@pinc.co.in

r) This is to confirm that as on date the Company does not have any debt instruments or any fixed deposit program or any scheme or proposal involving mobilization of funds in India or abroad, for which the Company has obtained any credit rating.

11. Disclosures

a) Materially Significant related party transactions

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee and the Board for approval.

Details of all transactions entered by the Company with the related parties have been disclosed under “Related Party Transactions” in notes of the Annual Financial Statements forming part of the Annual Report. In line with the requirements of the Act and SEBI Listing Regulations, no member of a Company is permitted to vote on such resolution to approve any contract or arrangement which may be entered into by the Company, if such member is a related party.

The web-link of the Policy for determining Related Party Transactions is stated hereby https://pinc.co.in/important-notifications

b) Confirmation by the Board of Directors on acceptance of Recommendation of Mandatory Committees

The Board of the Company has accepted all recommendations of its various Committees, as mandatorily required to be approved by it during the financial year 2023-24.

c) Accounting treatment in preparation of financial statements

The financial statements have been prepared to comply in all material respects with the applicable Accounting Standards notified under Section 133 and the relevant provisions of the Act and generally accepted accounting principles in India.

d) Details of non-compliance with regard to the capital markets

There have been no instances of non-compliance by the Company, penalties, strictures imposed on the Company by the BSE Limited (“BSE”) or SEBI or any other statutory authority on any matter related to capital markets in the last 3 (three) years.

e) Vigil Mechanism and Whistle Blower Policy

The company has adopted Vigil Mechanism and whistle blower policy as per the statutory provisions. During the year, none of the Whistle Blowers have been denied access to the Audit Committee of the Board.

f) Compliance with the mandatory Corporate Governance requirements as prescribed under the SEBI Listing Regulations

The Board periodically reviews the compliance of all applicable laws. The Company is in full compliance with all the mandatory requirements of Corporate Governance as specified in Regulation 17 to 27 and Clauses (b) to (i) and (t) of sub-Regulation (2) of Regulation 46 of the SEBI Listing Regulations.

g) Certificate on Corporate Governance

The Company has obtained a certificate from M/s. Jayesh Dadia & Associates LLP, Chartered Accountant regarding compliance of the conditions of Corporate Governance, as stipulated in Regulation 34(3) read with Part E of Schedule V of the SEBI Listing Regulations. The certificate together with this Report on Corporate Governance is annexed to the Directors Report (forming part of the Annual Report) and shall be sent to all the shareholders of the Company and the BSE along with the Annual Report of the Company

h) Compliance with Non-mandatory Requirements

In addition to the mandatory requirements, the Company has also adopted the following non-mandatory requirements as prescribed in Regulation 27 of the SEBI Listing Regulations:

(a) The statutory financial statements of your Company are unqualified. (b) The Internal Auditor directly reports to the Audit Committee. i) Disclosure on Commodity price Risks and commodity hedging activities

The Company does not deal in commodity transactions and commodity hedging activities.

j) Corporate Ethics

As a responsible corporate citizen, the Company consciously follows corporate ethics in business and corporate interactions. The Company has framed codes and policies providing guidance for carrying business in an ethical manner.

Some of these policies are: a) Code for Prevention of Insider Trading; b) Code of Conduct; c) Whistle Blower Policy; and d) Safety, Health and Environment Policy in each of the units.

In conformity with the recent statutory changes, the codes have been revised accordingly

k. This is to confirm that the Company has not raised any funds through preferential allotment or qualified institutions placement as specified under Regulations 32 (7A) during the year end under review.

l. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has constituted an Internal Complaints Committee as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints relating to sexual harassment at its workplaces. No complaints were received by the Internal Complaints Committee.

i) Number of complaints filed during the financial year 2023-24: Nil ii) Number of complaints disposed of during the financial year 2023-24: Nil iii) Number of complaints pending as on end of the financial year 2023-24: Nil m) CEO (Chairman & Managing Director) and Chief Financial Officer (CFO) certification

The Chairman & Managing Director and CFO have made necessary certification on the Financial Statements of the Company for the financial year ended 31st March, 2024. The certificate was placed before the Board at its meeting held on 30th May, 2024. The said certificate is annexed and forms part of this Annual Report.

n) Total fees paid by the Company to the Statutory Auditors

Details of the total fees paid to the Statutory Auditors by your Company are disclosed in Note No. 28 of the Annual Financial Statements in compliance with the SEBI Listing Regulations.

o) Loans and advances in the nature of loans to firms / companies in which the Directors are interested:

Disclosures relating to loans and advances are disclosed in related party transactions with the related parties in the ordinary course of business as mentioned in note no. 5 of financial statements.

p) Details of material subsidiaries of the listed entity

As on 31st March 2024 the company has 7 (seven) wholly owned subsidiaries as per details enclosed in “Annexure 1”.

The Policy for determining material subsidiary is uploaded on Companys website at www.pinc.co.in, under important notification section.

During the year under review there are two material owned subsidiaries out of seven and details of the same are given below-

q) Certificate from Practicing Company Secretary

As on 31st March, 2024, none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI / Ministry of Corporate Affairs or any other statutory authority. A certificate to that effect has been obtained from M/s. Vineeta Patel & Co., Practicing Company Secretaries.

r) Disclosure with respect to Demat Suspense Account / unclaimed suspense Account.

This is to confirm that the Company does not have any shares that are in Demat Suspense Account or unclaimed suspense Account.

UNPAID / UNCLAIMED DIVIDENDS

According to the provisions of the Act, the amount of dividend remaining unclaimed for a period of 7(seven) years from the date of its disbursement, has to be transferred to the Investor Education and Protection Fund (“IEPF”), maintained by the Government of India.

14. Managing Director Declaration regarding compliance of Code of conduct

I hereby confirm that, all the Directors and the Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management for the Financial Year ended 31st March 2024.

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members Pioneer Investcorp Limited CIN : L65990MH1984PLC031909 Maker Chamber V, Nariman Point, Mumbai 400 021

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Pioneer Investcorp Limited (hereinafter called “The Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial auditthe explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2024 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the

Company for the financial year ended on 31stMarch 2024 according to the provisions as applicable:

(I) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings; this is not applicable

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

(SEBI Act), as applicable:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; presently

SEBI (Prohibition of Insider Trading) Regulations, 2015;

(C) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Non Convertible Securities ) Regulations,

2021;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to

the Company during the Audit Period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the

Company during the Audit Period); and

(i) Other specific business/industry related laws applicable to the company are:

(a) The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992

The management has identified and confirm the other laws as specifically applicable to the Company and the

Company have proper system to comply with the provisions of the respective Acts, rules and Regulations

We have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standards on Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the

Institute of Company Secretaries of India.

(b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 and other amendments thereof (hereinafter collectively referred to as “Listing Regulations”);

During the period under review the Company has prima facie complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above except the following.

We further report that,

The Board of Directors of the Company is duly constituted with a proper balance of Executive, Non-Executive,Women and Independent Directors. No changes in the composition of the Board of Directors that took place during the period under.

Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent with propertime gap in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the

meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report thatthere are adequate systems and processes in the Company commensurate with the size and

operations of the company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.

We further report that during the audit period the following events / actions have taken place having a major bearing on

the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

(I) Public/Right/Preferential issue of shares / debentures, etc.-

Approval of members was sought at 38th AGM for Issuance and allotment of Secured or Unsecured Redeemable

Non-Convertible Debentures (“NCDs”) aggregating up to Rs.300 Crores on private placement basis

(ii) Redemption / buy-back of securities. NIL;

(iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013. NIL

(iv) Merger / amalgamation / reconstruction, etc. NIL

(v) Foreign technical collaborations. NIL.

(vi) Any other events:

Company has acquired 100% equity share capital in E-Ally Securities (India) Private Limited and it has become

Wholly owned subsidiary company w.e.f. 23.10.2023.

This report is to be read with our letter of even date which is annexed asAnnexure A and forms an integral part of this

report.

For Vineeta Patel & Co

Practicing Company Secretary

Vineeta Patel

ACS No. 37699, C P No: 19111

Peer Review No.1229/2021

UDIN : A037699F000754602

Date: 16th July, 2024.

Place: Mumbai