Pioneer Investcorp Ltd Management Discussions

3. Pioneer Fund invest Pvt Ltd. a Non-Banking Finance Company (not accepting Public Deposit); 4. PINC Finserve Pvt. Ltd. - AMFI Member Distribution business.

5. Pioneer Money Management Ltd.; and

OPERATIONAL HIGHLIGHTS

The performance of companys income from operations and Profits during the Financial Year 2022-23 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 6.0% 6.5% in FY 2023 24, as the global economy continues to struggle. Growth in the next year will likely pick up as investments kickstart the virtuous circle of job creation, income, productivity, demand, and exports supported by favorable demographics in the medium term.

Threats

Inflation is the biggest risk to the positive outlook. Expectations are that inflation to moderate over the course of 2023-24 in advanced economies, a persistent rise in inflation could turn macro conditions unfavorable. The recent unseasonal rains (impacting wheat production and its procurement) and the possible impact of El Nino on monsoon rains may further add pressure to food prices in the months ahead. Despite a sooner turnaround in investment, its lagged impact on capacity building will likely constrain supply in the short run.

OUTLOOK

Global Factors

According to the World Economic Outlook report released by the International Monetary Fund (IMF) in April 2023, global growth is projected to reach 2.8 percent in 2023 and 3.0 percent in 2024. Global inflation is expected to moderate to 7.0 percent in 2023 from 8.7 percent in 2022, further declining to 4.9 percent in 2024. The report highlights India as a “bright spot” in the world economy, projecting growth of 5.9 percent for India in 2023. India accounted for a 7.3 percent share in global growth in 2022.

Indian Economy

The real GDP growth for FY2024 is projected at 6.5%, which is the highest in the world. Inflation, which started on a positive note in April (4.70%) is expected to remain in the moderate zone for the ongoing fiscal, despite certain shocks from adverse climate changes impact due to the likely return of El Nino this year. However, the expectation of a record rabi food grain production bodes well for the food prices outlook and growth in general. We expect, in FY2024, average CPI would be around 5%-5.2%, compared to 6.7% in FY2023, giving some much-needed comfort to regulators.

Segment wise Performance

The Company both at standalone and consolidated level rely on its Fee Income and on Income from trading in Securities. While its Fee Income both at Standalone and Consolidated level declines due to lower credit intake, due to hike in repo rate by RBI resulting in higher interest rates. On the other hand, Companys Income from trading in Securities also impacted due to lesser investment opportunities in Government Securities and Corporate bonds due to hike in repo rate impacting the yield resulting in lower volume.

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.

Financials

RISK AND CONCERN

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

At the Micro level, there are "potential risks" to growth that arise out of the El Nino condition (unusual warming of surface waters in eastern Pacific Ocean), which could create drought conditions and lower agricultural output and raise prices.

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

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. 39 forming part of Notes to Account.

CORPORATE GOVERNANCE REPORT

The following disclosure is pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

2. Board of Directors

a) Composition of Board

Board of Directors of the Company comprises of six (6) Directors namely Mr. G. M. Gandhi, Managing Director represents the Promoters group and Independent Non-executive Directors are Mr. A. B. Desai, Mrs. K. C. Maniar, Mr. A. T. Krishnakumar and Mr. S. P. Dalal. Mr. T. D. Jatia is a non-executive and non-independent Director. During the year there were no changes in the composition of the Board of Directors of the Company.

b) Other provisions as to Board and Committees

(i) Meetings and attendance record of each Director

During the year under report from 1st April 2022 to 31st March 2023, the Board of Directors held four meetings on 30.05.2022, 12.08.2022, 21.10.2022, and 07.02.2023, and a separate meeting of Independent Directors on 28.03.2023.

Mr. G. M. Gandhi Managing Director, Mr. A. T. Krishnakumar were present in all four Board Meetings. and Mr. A. B. Desai was present in three Board Meetings, Mrs. K. C. Maniar was present in two Board Meeting and Mr. S. P. Dalal and Mr. T. D. Jatia were present in one Board Meeting. All the four independent Directors were present in the separate meeting of Independent Director held on 28.03.2023.

All Directors were present in the last Annual General Meeting of the Company held on 21st September 2022 except Mr. A. B. Desai and Mr. T. D. Jatia.

(ii) Number of other Directorships or committees in which member/chairperson

Mr. G. M. Gandhi is a director of 16 other companies, including holding non-executive independent Director in ASI Industries Ltd. a listed Company and he is also a chairperson of 1 Committee and member of four Board Committees, Mrs. K.C. Maniar is a director of two other Companies both are listed that is Foods and Inns Ltd. and Muller and Phipps (India) Ltd. and she is a member of two Board Committees and out of which she is a chairperson of one Board Committee and Mr. A. B. Desai is a director of one other private Company and Mr. S. P. Dalal is not a Director in any other Company Mr. T. D. Jatia, is a Director of 4 other Companies including Director in ASI Industries Ltd. a listed Company and he is holding membership in two Board committees.

(iii) Inter-se Relationship between Directors

There is no inter-se relationship between Directors.

(iv) Number of Shares held by Non-executive Independent Directors

None of the Non-executive Independent Directors hold any shares of the Company.

(v) Familiarisation Programme

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 under important notifications at www.pinc.co.in

(vi) Matrix setting out the Skills/expertise/competence of the Board of Directors

The Directors of the Company are having decades of experience, skills, expertise, competences, and knowledge in the areas of investment banking, compliance, legal, accounting, finance, consultancy, human resources, business compliance, and experience in business activities that are currently operational in the Company and its subsidiaries.

(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.

3. Audit Committee

The Audit Committee approved and recommended the quarterly, half yearly and audited standalone and consolidated accounts of the Company, approved related party transactions, and recommended the appointment to the Board of Director and the remuneration of the Statutory Auditors of the Company. The Audit Committee also supervised the Internal Financial Control and procedures relating to the Internal Control system. At present the Audit Committee comprises of Mrs. K. C. Maniar, Chairperson of the Committee, Mr. A. B. Desai, Mr. A. T. Krishna kumar, Mr. S. P. Dalal all are non-executive Independent Directors and Mr. G. M. Gandhi, Managing Director of the Company. During the year under report the Audit Committee held four meetings. Mr. G. M. Gandhi, Managing Director, and Mr. A. T. Krishnakumar were present in all four committee meetings and, Mr. A. B. Desai, was present in 3 committee meetings, Mrs. Mrs. K.C. Maniar was present in two committee meetings and Mr. S.P. Dalal was present in one committee meeting.

4. Nomination and Remuneration Committee

The Committee has adopted a policy commensurate with the size and requirements of the Company and meets as frequently as may be required. During the year end under review, policy adopted by the Committee worked smoothly as per the requirement of the Company. During the year a meeting of the committee was held in which all the members were present. The function of this Committee is to recommend to the Board appointment, re-appointment and removal of Directors, Key Managerial Personnel and Senior Management, to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board, to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management. The Committee comprises of Mr. A. B. Desai, Chairperson of the Committee, Mr. A. T. Krishna kumar, Mr. S. P. Dalal and Mrs. K. C. Maniar, all are non-executive Independent Directors of the Company.

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 seating 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.

6. Stakeholders Grievance Committee

Mrs. K. C. Maniar, Mr. A. B. Desai and Mr. A. T. Krishna kumar, non-executive Independent Director and Mr. G. M. Gandhi, are members of the committee. Mr. Amit Chandra, Company Secretary, is Compliance Officer. During the year end one meeting of the Committee was held, in which the committee noted that all the Investors complaints received were resolved and nil investor complaints are pending at the end of the year.

7. General Body Meetings a) The details of Annual General Meetings held in the last 3 years are as under

b) Special Resolutions/business transacted at the last three Annual General Meeting were as follows.

c) During the year under review, the Company has not passed any resolution through the process of Postal Ballot.

d) As on date, the Company does not have any plans to pass Special Resolution through Postal Ballot.

The quarterly, half-yearly and yearly financial results along with Press Release of the said Results of the Company are sent to the Stock Exchange immediately after the Board approves the same. Further the Company publishes Press Release of the Results as per the statutory format in one National daily English newspaper and one regional language newspaper in the city in which the registered office of the Company is located and uploaded the Financial Results and Press Release on Companys Website: www.pinc.co.in.

a) The Annual General Meeting of the Company through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) will be held on Tuesday, 26th September 2023, at 04 00 p.m. IST, at the Registered Officer of the Company.

c) The Companys Shares are presently listed on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400023. The Companys Stock code on the BSE is 507864 and the ISIN number is INE746D01014, and the Company has paid listing fees for the FY 2023-24 to BSE Limited;

d) Share prices of the Company high and low on BSE Limited, for the Financial Year April, 2022 to March, 2023, were as follows:

Share Price Movement

The movement of the Companys share price (Lows & Highs) along with BSE Sensex is presented in the following graps e) The name, address and telephone and fax numbers of the Registrar and Share Transfer Agent of the Company are Satellite Corporate Services Private Limited, A/106-107, Dattani plaza, East-West Indl. compound, Andheri Kurla road, near safed pool, sakinaka, Mumbai 400072, E-mail: info@satellitecoporate.com email id: service@satellitecoporate.com Tel no. 28520461 Fax no. 28520462.

f) The Stakeholder Grievance Committee comprises of Mrs. K.C. Maniar, Mr. A. T. Krishnakumar, Mr. G. M. Gandhi, and Mr. A. B. Desai. Mr. Amit Chandra is Compliance Officer. During the year end under review the Company has resolved all the Investors complaints received and there were no pending complaints at the end of the year.

g) Detailed Shareholding pattern of the Company as on 31st March, 2023, was as under:

h) The distribution of Shareholding of Equity Shares as on 31st March, 2023, was as under:

I) As on 31st March 2023, 94.78% of the Companys total paid up Equity Shares were held in demat form with NSDL and CDSL.

j) Companys Registered as well as corporate office is situated at 1218, Maker Chambers V, Nariman Point, Mumbai 400 021, Tel. No.: 022- 6618 6633, Fax no.:022-2204 9195, email id for investors relation is: investor.relations@pinc.co.in, and website: www.pinc.co.in.

k) This is to confirm that as on date the Company does not have any outstanding Global Depository Receipts or American depository receipts or warrants or any convertible instruments except esop as disclosed in this Annual Report.

l) Disclosure of Accounting Treatment in Preparation of Financial Statements the Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2019, and the effective date of such transition is April 01, 2019, with comparative figures being restated to make them comparable. The financial statements have been prepared in accordance with the recognition and measurement principles laid down in Ind AS notified under Section 133 of Companies Act, 2013 read with relevant Rules issued thereunder and other accounting principles generally accepted in India.

m) 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.

10. Disclosures

a) Materially Significant related party transactions

There were related party transactions with the related parties in the ordinary course of business as mentioned in note no. 32 of financial statements There were no material significant transactions with related parties, which are not in the normal course of business.

b) Penalties or strictures

No penalties or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority.

c) 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.

d) Compliance with Mandatory requirements

During the year end under review, the Company has adhered to all the mandatory requirements of Corporate Governance norms as prescribed under schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 to the extent applicable to the Company.

e) Policy for determining material subsidiaries

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

f) Policy for dealing with Related Party Transactions

The Policy for dealing with Related Party transactions is uploaded on Companys website at www.pinc.co.in under important notification section.

g) Disclosure on Commodity price Risks and commodity hedging activities

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

h) 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.

I) PCS Bhumika & Co., certified that none of the directors of the Company have been debarred or disqualified from being appointed or continuing as director of the Company by SEBI or Ministry of Corporate Affairs or any such statutory authority.

j) Total fees paid to Jayesh Dadia & Associates - LLP, Chartered Accountant (Firm Reg. no. 121142W/W-100122 ), Statutory Auditors on consolidated basis is Rs. 826,000 /- including GST for the FY 2022-23 for all the services in the listed Company and six of its subsidiaries.

k) In terms of the amendments made to the Listing Regulations, the Board of Directors confirms that during the year, it has accepted all recommendations received from its mandatory committees.

l) There were no complaints in relation to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year end under review.

m) 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. 32 of financial statements:

n) Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries are available at www.pinc.co.in under important notification section.

11. The Company has complied with all the provisions of Corporate Governance Report of sub para (2) to (10) under schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 to the extent applicable to the Company.

12. The Company has complied with all the discretionary requirements as specified in Part E of Schedule II mentioned under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 to the extent applicable to the Company.

13. The Company has complied with Corporate Governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 to the extent applicable to the Company.

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 2023.