Notes to Accounts of Pilani Investment and Industries Corporation Ltd.

Mar 31, 2025

1.20. Provisions, contingent liabilities and contingent assets:

Provisions are recognised only when:

i) a Company entity has a present obligation (legal or constructive) as a result of a past event;
and

ii) it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; and

iii) a reliable estimate can be made of the amount of the obligation.

Provision is measured using the cash flows estimated to settle the present obligation and when
the effect of time value of money is material, the carrying amount of the provision is the present
value of those cash flows. Reimbursement expected in respect of expenditure required to settle a
provision is recognised only when it is virtually certain that the reimbursement will be received.

Contingent liability is disclosed in case of:

i) a present obligation arising from past events, when it is not probable that an outflow of
resources will be required to settle the obligation; and

ii) a present obligation arising from past events, when no reliable estimate is possible.

Contingent assets are disclosed where an inflow of economic benefits is probable. Provisions,
contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

Where the unavoidable costs of meeting the obligations under the contract exceed the economic
benefits expected to be received under such contract, the present obligation under the contract is
recognised and measured as a provision.

1.21. Commitment:

Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:

a) estimated amount of contracts remaining to be executed on capital account and not provided
for;

b) uncalled liability on shares and other investments partly paid;

c) funding related commitment to associate companies; and

d) other non-cancellable commitments, if any, to the extent they are considered material and
relevant in the opinion of management.

Other commitments related to sales/procurements made in the normal course of business are not
disclosed to avoid excessive details.

1.22. Statement of cash flows:

Statement of cash flows is prepared segregating the cash flows into operating, investing and
financing activities. Cash flow from operating activities is reported using indirect method adjusting
the net profit for the effects of:

i) changes during the period in operating receivables and payables transactions of a non-cash
nature;

ii) non-cash items such as depreciation, provisions, deferred taxes, unrealised gains and losses;
and

iii) all other items for which the cash effects are investing or financing cash flows.

Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude
items which are not available for general use as on the date of Balance Sheet.

1.23. Earnings per share:

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic
earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders
of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding, adjusted for own
shares held, for the effects of all dilutive potential ordinary shares.

1.24. Key source of estimation:

The preparation of financial statements in conformity with Ind AS requires that the management of
the Company makes estimates and assumptions that affect the reported amounts of income and
expenses of the period, the reported balances of assets and liabilities and the disclosures relating
to contingent liabilities as of the date of the financial statements. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates include useful
lives of property, plant and equipment & intangible assets, expected credit loss on loan books,
future obligations in respect of retirement benefit plans, fair value measurement etc. Difference, if
any, between the actual results and estimates is recognised in the period in which the results are
known.

Notes: Nature and purpose of reserve

(i) Statutory reserve (Reserve u/s. 45-IA of the Reserve Bank of India Act, 1934 (the "RBI Act,
1934")

Reserve is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as a
statutory reserve.

(ii) General reserve

Amounts set aside from retained profits as a reserve to be utilised for permissible specified purpose
as per prevailing law for the time being.

(iii) FVTOCI equity investments

The Company has elected to recognise changes in the fair value of investments in equity securities
(other than investment in subsidiaries and associate) in other comprehensive income. These changes
are accumulated within the FVTOCI equity investments reserve within equity.

(a) Defined contribution plan

The Company''s contribution to provident fund are considered as defined contribution plans. The
Company''s contribution to provident fund aggregating '' 20.23 lakhs (31st March, 2024: '' 20.50
lakhs) has been recognised in the statement of profit and loss under the head employee benefits
expense.

(b) Defined benefit plan:

Gratuity

The Company operates a defined benefit plan (the "gratuity plan") covering eligible employees. The
gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has
completed five years of service is entitled to specific benefit. The level of benefits provided depends
on the member''s length of service and salary at retirement age/ resignation date.

The defined benefit plans expose the Company to risks such as actuarial risk, liquidity risk, legislative
risk.

These are discussed as follows:

Actuarial risk: It is the risk that benefits will cost more than expected. This can arise due to one of the
following reasons:

Adverse salary growth experience: Salary hikes that are higher than the assumed salary escalation
will result into an increase in obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate
assumption than the gratuity benefits will be paid earlier than expected. Since there is no condition
of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain
depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal
rate assumption than the gratuity benefits will be paid earlier than expected. The impact of this will
depend on whether the benefits are vested as at the resignation date.

Liquidity risk: Employees with high salaries and long durations or those higher in hierarchy,
accumulate significant level of benefits. If some of such employees resign / retire from the Company,
there can be strain on the cash flows.

Legislative risk: Legislative risk is the risk of increase in the plan liabilities or reduction in the
plan assets due to change in the legislation/regulation. The government may amend the Payment
of Gratuity Act, 1972, thus requiring the companies to pay higher benefits to the employees. This
will directly affect the present value of the defined benefit obligation and the same will have to be
recognized immediately in the year when any such amendment is effective.

Note No. 48 : (Contd.)

B. Measurement of fair values

i) Valuation techniques and significant unobservable inputs

The carrying amounts of financial assets and liabilities which are at amortised cost are considered
to be the same as their fair values as there is no material differences in the carrying values
presented.

ii) Financial instruments - fair value

The fair value of financial instruments as referred to in note (A) above have been classified into
three categories depending on the inputs used in the valuation technique. The hierarchy gives
the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and lowest priority to unobservable inputs (Level 3 measurement).

The categories used are as follows:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices;

Level 2: The fair value of financial instruments that are not traded in active market is determined
using valuation technique which maximizes the use of observable market data and rely as
little as possible on entity specific estimates. If all significant inputs required to fair value on
instrument are observable, the instrument is included in level 2; and

Level 3: If one or more of significant input is not based on observable market data, the instrument
is included in level 3.

iii) Transfers between levels I and II

There has been no transfer in between level I and level II.

iv) Valuation techniques
Investment in equity instruments

The majority equity instruments held by the Company are actively traded on stock exchanges
with readily available active prices on a regular basis. Such instruments are classified as level 1.

Investments in mutual Funds are valued as per the NAV prevailing at the end of the financial
years and such investments are classified as level 1.

Equity investments in unquoted instruments are fair valued using the valuation technique and
accordingly classified as level 3.

C. Capital

The Company maintains an actively managed capital base to cover risks inherent in the business and
is meeting the capital adequacy requirements of the NBFC''s Sector regulator and supervisor, RBI.
The adequacy of the Company''s capital is monitored using, among other measures, the regulations
issued by RBI.

The Company has complied in full with all its externally imposed capital requirements over the
reported period. Equity share capital and other equity are considered for the purpose of Company''s
capital management.

C.1 Capital management

The primary objectives of the Company''s capital management policy are to ensure that the Company
complies with externally imposed capital requirements and maintains strong credit ratings and
healthy capital ratios in order to support its business and to maximise shareholder value.

The Company manages its capital structure and makes adjustments to it according to changes in
economic conditions and the risk characteristics of its activities. In order to maintain or adjust the
capital structure, the Company may adjust the amount of dividend payment to shareholders, return
capital to shareholders or issue capital securities. No changes have been made to the objectives,
policies and processes from the previous years. However, they are under constant review by the
Board.

*Please refer Note No. 42 A .

CRAR for 2024-25 & 2023-24 has been calculated on the basis of RBI Circular No. RBI/19-20/170 DOR
(NBFC). CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020.

Note No. 49 : Financial risk management objectives and policies:

The Company''s principal financial liabilities comprise borrowings and trade payables. The main purpose
of these financial liabilities is to finance the Company''s operations and to support its operations. The
Company''s financial assets include Investments, Loan, Trade Receivables and Cash and Cash equivalents
that derive directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. The Company''s board of directors
has an overall responsibility for the establishment and oversight of the Company''s risk management
framework. The board of directors has established the risk management committee, which is responsible
for developing and monitoring the Company''s risk management policies. The committee reports to the
board of directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by
the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits.
Risk management policies and systems are reviewed to reflect changes in market conditions and the
Company''s activities.

The Company''s risk management committee oversees how management monitors compliance with the
Company''s risk management policies and procedures and reviews the adequacy of the risk management
framework in relation to the risks faced by the Company.

1) Credit risk

Credit risk is the risk of financial loss to the Company if a customer fails to meet its contractual
obligations and arises principally from the Company''s receivables from customers and loans.

The carrying amounts of financial assets represent the maximum credit risk exposure.

Trade Receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each
customer. However, management also considers the factors that may influence the credit risk of its
customer base, including the default risk associated with the industry.

An impairment analysis is performed at each reporting date based on the facts and circumstances
existing on that date to identify expected losses on account of time value of money and credit risk.
For the purposes of this analysis, the trade receivables are categorised into groups based on days
past due.

Investments

The investments of the Company are in the group companies which includes investment in
subsidiaries companies and an associate.

The company has also made investments in the units of mutual funds on the basis of risk and returns
of the respective scheme.

Cash and cash equivalent and Bank deposits

Credit risk on cash and cash equivalent and bank deposits is limited as the Company generally invests
in term deposits with banks.

2 a) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations
associated with its financial liabilities. The Company''s approach in managing liquidity is to ensure
that it will have sufficient funds to meet its liabilities when due.

The Company is monitoring its liquidity risk by estimating the future inflows and outflows during
the start of the year and planned accordingly the funding requirement. The Company manages its
liquidity by term loans, inter-corporate deposit and investment in mutual funds.

The table below summarises the maturity profile of the Company''s non-derivative financial liabilities
based on contractual undiscounted payments along with its carrying value as at the balance sheet
date.

2 b) Liquidity Coverage Ratio (LCR)

The Liquidity Coverage Ratio (LCR) is one of the key parameters closely monitored by RBI to enable a
more resilient financial sector. The objective of the LCR is to promote an environment wherein balance
sheet carry a strong liquidity for short term cash flow requirements. To ensure strong liquidity NBFCs
are required to maintain adequate pool of unencumbered High-Quality Liquid Assets (HQLA) which
can be easily converted into cash to meet their stressed liquidity needs for 30 calendar days. The LCR
is expected to improve the ability of financial sector to absorb the shocks arising from financial and/
or economic stress, thus reducing the risk of spill over from financial sector to real economy.

For the purpose of HQLA the Company considered: (1) All the contractual debt repayments, (2)
committed credit facilities contracted with customers, and (3) other expected cash outflows. Inflows
comprises of: (1) expected receipt from all performing ICDs, and (2) liquid investment which are
encumbered and have not been considered as part of HQLA.

3) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market prices.

Market risk includes interest rate risk and foreign currency risk. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.

4) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. Floating rate instruments exposes the Company to Cash
flow interest risk, whereas fixed interest rate instruments expose the Company to fair value interest
risk.

5) Expected Credit Loss

Expected Credit loss is a calculation of the present value of the amount expected to be lost on a
financial asset, for financial reporting purposes. Credit risk is the potential that the obligor and
counterparty will fail to meet its financial obligations to the lender. This requires an effective
assessment and management of the credit risk at both individual and portfolio level.

The key components of Credit Risk assessment are:

1. Probability of Default (PD): represents the likelihood of default over a defined time horizon.

2. Exposure at Default (EAD): represents how much the obligor is likely to be borrowing at the time
of default.

3. Loss Given Default (LGD): represents the proportion of EAD that is likely to be lost post-default.

The definition of default is taken as 90 days past due for all retail and corporate loans.

Delinquency buckets have been considered as the basis for the staging of all loans in the following
manner:

• 0-30 days past due loans classified as stage 1

• Between 31-90 days past due loans classified as stage 2 and

• Above 90 days past due loans classified as stage 3

EAD is the total amount outstanding including accrued interest as on the reporting date.

EAD is the total amount outstanding including accrued interest as on the reporting date.

Note No. 51 : i. The company has no immovable property whose title deeds are not held in the
name of the company.

ii. The Company has not revalued its Property, Plant and Equipment accordingly
disclosure as to whether the revaluation is based on the valuation by a registered
valuer as defined under rule 2 of the Companies (Registered Valuers and Valuation)
Rules, 2017 is not applicable to the Company.

iii. No proceedings have been initiated or pending against the company for holding
any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of
1988) and the rules made thereunder, for the financial year 2024-25.

iv. The Company is not declared as wilful defaulter by any bank or financial Institution
or other lender.

v. The company has any not entered into any transactions with companies which are
struck off under section 248 of the Companies Act, 2013 or section 560 of Companies
Act, 1956 during the financial year ended 31st March, 2025.

vi. During the year Company has not advanced or loaned or invested funds (either
borrowed funds or share premium or any other sources or kind of funds) to any
other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding (whether recorded in writing or otherwise) that the Intermediary
shall

(i) directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries.

vii. During the year Company has not received any fund from any person(s) or entity(ies),
including foreign entities (Funding Party) with the understanding (whether recorded
in writing or otherwise) that the company shall

(i) directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries)
or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

viii. The Company has no such transaction which are not recorded in the books of
accounts during the year and also there are not such unrecorded income and related
assets related to earlier years which have been recorded in the books of account
during the year.

ix. The Company has not traded or invested in Crypto currency or Virtual Currency
during the financial year.

x. The Company does not have any charge or satisfaction which is yet to be registered
with the Registrar of Companies (ROC) beyond the statutory period.

xi. The Company has complied with the number of layers prescribed under clause (87)
of section 2 of the Act read with Companies (Restiriction on number of Layers) Rules,
2017.

Note 52: Previous year figures have been regrouped / reclassified whereever necessary.

Note 53: The above financial statements have been reviewed by the audit committee and subsequently
approved by the Board of Directors at its meeting held on 26th May, 2025.

Summary of material accounting policies 1

See accompanying notes forming part of the financial statements 2 to 53

As per our Report of even date For and on behalf of the Board of Directors of

Pilani Investment and Industries Corporation Limited

For Maheshwari & Associates For Agrawal Subodh & Co D. K. Mantri A. V. Jalan R. P. Pansari

Chartered Accountants Chartered Accountants Director Director Chief Executive Officer

Firm Registration No.:311008E Firm Registration No.: 319260E (DIN: 00075664) (DIN: 01455782)

CA. Bijay Murmuria CA. Ruru Banerjee J. K. Singhania R. S. Kashyap

Partner Partner Chief Financial Officer Company Secretary

Membership No.: 055788 Membership No. 053597 Place: Kolkata

Place: Kolkata Place: Kolkata Dated: 26th May, 2025

Dated: 26th May, 2025 Dated: 26th May, 2025

---

Mar 31, 2024

1.20. Provisions, contingent liabilities and contingent assets:

Provisions are recognised only when:

i) a Company entity has a present obligation (legal or constructive) as a result of a past event;and

ii) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

iii) a reliable estimate can be made of the amount of the obligation

Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value of money is material, the carrying amount of the provision is the present value of those cash flows. Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is virtually certain that the reimbursement will be received.

Contingent liability is disclosed in case of:

i) a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation; and

ii) a present obligation arising from past events, when no reliable estimate is possible.

Contingent assets are disclosed where an inflow of economic benefits is probable. Provisions,contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognised and measured as a provision.

1.21. Commitment:

Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:

a) estimated amount of contracts remaining to be executed on capital account and not provided for;

b) uncalled liability on shares and other investments partly paid;

c) funding related commitment to associate companies; and

d) other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of management.

Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details.

1.22. Statement of cash flows:

Statement of cash flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using indirect method adjusting the net profit for the effects of:

i) changes during the period in operating receivables and payables transactions of a non-cash nature;

ii) non-cash items such as depreciation, provisions, deferred taxes, unrealised gains and losses;and

iii) all other items for which the cash effects are investing or financing cash flows.

Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as on the date of Balance Sheet.

1.23. Earnings per share:

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share is determined byadjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

1.24. Key source of estimation:

The preparation of financial statements in conformity with Ind AS requires that the management of the Company makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates include useful lives of property, plant and equipment & intangible assets, expected credit loss on loan books, future obligations in respect of retirement benefit plans, fair value measurement etc. Difference, if any, between the actual results and estimates is recognised in the period in which the results are known.

1.25. Recent Accounting Developments:

On March 24, 2021, the Ministry of Corporate Affairs ("MCA") has amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of the Schedule III and are applicable from April 1, 2021. Some of the key amendments relating to Division III which relate to NBFC whose financial statements are required to comply with Companies (Indian Accounting Standards) Rules 2015 are:

Balance Sheet:

i) Ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible assets under development to be given as per specified format.

ii) Promoter Shareholding to be disclosed separately as per prescribed format.

iii) CRAR, Tier I CRAR, Tier II CRAR and Liquidity coverage ratio to be disclosed Statement of Profit and Loss:

Additional disclosures related to Corporate Social Responsibility (CSR) in the notes forming part of standalone financial statements.

The amendments are extensive and the Company has given effect as required by the law.

1.26. Changes in Accounting Standard and recent accounting pronouncements (New Accounting Standards issued but not effective):

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from April 1st, 2022, as below:

Ind AS 103 - Reference to Conceptual Framework

The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Company does not expect the amendment to have any significant impact in its financial statements.

Ind AS 16 - Proceeds before intended use

The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise such sales proceeds and related cost in profit or loss. The Company does not expect the amendments to have any impact in its recognition of its property, plant and equipment in its financial statements.

Ind AS 37 - Onerous Contracts - Costs of Fulfilling a Contract

The amendments specify that that the ''cost of fulfilling'' a contract comprises the ''costs that relate directly to the contract''. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the Company does not expect the amendment to have any significant impact in its financial statements.

Ind AS 109 - Annual Improvements

The amendment clarifies which fees an entity includes when it applies the ''10 percent'' test of Ind AS 109 in assessing whether to derecognise a financial liability. The Company does not expect the amendment to have any significant impact in its financial statements.

Ind AS 106 - Annual Improvements

The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any potential confusion regarding the treatment of lease incentives that might arise because of how lease incentives were described in that illustration. The Company does not expect the amendment to have any significant impact in its financial statements.

(b) Defined benefit plan:

Gratuity

Financial assets not measured at fair value

The Company operates a defined benefit plan (the "gratuity plan") covering eligible employees. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age/ resignation date.

The defined benefit plans expose the Company to risks such as actuarial risk, liquidity risk, legislative risk.

These are discussed as follows:

Actuarial risk: It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse salary growth experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

Liquidity risk: Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign / retire from the Company, there can be strain on the cash flows.

Legislative risk: Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act, 1972, thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the defined benefit obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

B. Measurement of fair values

i) Valuation techniques and significant unobservable inputs

The carrying amounts of financial assets and liabilities which are at amortised cost are considered to be the same as their fair values as there is no material differences in the carrying values presented.

ii) Financial instruments - fair value

The fair value of financial instruments as referred to in note (A) above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurement).

The categories used are as follows:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices;

Level 2: The fair value of financial instruments that are not traded in active market is determined using valuation technique which maximizes the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value on instrument are observable, the instrument is included in level 2; and

Level 3: If one or more of significant input is not based on observable market data, the instrument is included in level 3.

iii) Transfers between levels I and II

There has been no transfer in between level I and level II.

iv) Valuation techniques

Investment in equity instruments

The majority equity instruments held by the Company are actively traded on stock exchanges with readily available active prices on a regular basis. Such instruments are classified as level 1.

Investments in mutual Funds are valued as per the NAV prevailing at the end of the financial years and such investments are classified as level 1.

Equity investments in unquoted instruments are fair valued using the valuation technique and accordingly classified as level 3.

C. Capital

The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting the capital adequacy requirements of the NBFC''s Sector regulator and supervisor, RBI. The adequacy of the Company''s capital is monitored using, among other measures, the regulations issued by RBI.

The Company has complied in full with all its externally imposed capital requirements over the reported period. Equity share capital and other equity are considered for the purpose of Company''s capital management.

C.1 Capital management

The primary objectives of the Company''s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximise shareholder value.

The Company manages its capital structure and makes adjustments to it according to changes in economic

The Company''s principal financial liabilities comprise borrowings and trade payables. The main purpose of these financial liabilities is to finance the Company''s operations and to support its operations. The Company''s financial assets include Investments, Loan, Trade Receivables and Cash and Cash equivalents that derive directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. The Company''s board of directors has an overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has established the risk management committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports to the board of directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed to reflect changes in market conditions and the Company''s activities.

The Company''s risk management committee oversees how management monitors compliance with the Company''s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

1) Credit risk

Credit risk is the risk of financial loss to the Company if a customer fails to meet its contractual obligations and arises principally from the Company''s receivables from customers and loans.

The carrying amounts of financial assets represent the maximum credit risk exposure.

Trade Receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry.

The Company''s exposure to credit risk for loans and advances by type of counterparty is as follows:

Investments

The major investments of the Company is in the group companies which includes investment in subsidiaries companies and an associate.

The company has also made investments in the units of mutual funds on the basis of risk and returns of the respective scheme.

Cash and cash equivalent and Bank deposits

Credit risk on cash and cash equivalent and bank deposits is limited as the Company generally invests in term deposits with banks.

2a) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with its financial liabilities. The Company''s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due.

The Company is monitoring its liquidity risk by estimating the future inflows and outflows during the start of the year and planned accordingly the funding requirement. The Company manages its liquidity by term loans, inter-corporate deposit and investment in mutual funds.

The table below summarises the maturity profile of the Company''s non-derivative financial liabilities based on contractual undiscounted payments along with its carrying value as at the balance sheet date.

2b) Liquidity Coverage Ratio (LCR)

The Liquidity Coverage Ratio (LCR) is one of the key parameters closely monitored by RBI to enable a more resilient financial sector. The objective of the LCR is to promote an environment wherein balance sheet carry a strong liquidity for short term cash flow requirements. To ensure strong liquidity NBFCs are required to maintain adequate pool of unencumbered High-Quality Liquid Assets (HQLA) which can be easily converted into cash to meet their stressed liquidity needs for 30 calendar days. The LCR is expected to improve the ability of financial sector to absorb the shocks arising from financial and/or economic stress, thus reducing the risk of spill over from financial sector to real economy.

For the purpose of HQLA the Company considered: (1) All the contractual debt repayments, (2) committed credit facilities contracted with customers, and (3) other expected cash outflows. Inflows comprises of: (1) expected receipt from all performing ICDs, and (2) liquid investment which are encumbered and have not been considered as part of HQLA.

3) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

Market risk includes interest rate risk and foreign currency risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

4) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Floating rate instruments exposes the Company to Cash flow interest risk, whereas fixed interest rate instruments expose the Company to fair value interest risk.

5) Expected Credit Loss

Expected Credit loss is a calculation of the present value of the amount expected to be lost on a financial asset, for financial reporting purposes. Credit risk is the potential that the obligor and counterparty will fail to meet its financial obligations to the lender. This requires an effective assessment and management of the credit risk at both individual and portfolio level.

The key components of Credit Risk assessment are:

1. Probability of Default (PD): represents the likelihood of default over a defined time horizon.

2. Exposure at Default (EAD): represents how much the obligor is likely to be borrowing at the time of default.

3. Loss Given Default (LGD): represents the proportion of EAD that is likely to be lost post-default.

The definition of default is taken as 90 days past due for all retail and corporate loans.

Delinquency buckets have been considered as the basis for the staging of all loans in the following manner:

• 0-30 days past due loans classified as stage 1

• Between 31-90 days past due loans classified as stage 2 and

• Above 90 days past due loans classified as stage 3

EAD is the total amount outstanding including accrued interest as on the reporting date.

Credit Quality of Assets

The following disclosure is required pursuant to Paragraph 10 of Chapter IV (Prudential Regulation) of Master Direction-Reserve Bank of India (Non- Banking Financial Company- Scale Based Regulation) Directions, 2023

i. The company has no immovable property whose title deeds are not held in the name of the company.

ii. The Company has not revalued its Property, Plant and Equipment accordingly disclosure as to whether the revaluation is based on the valuation by a registered valuer as defined under rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017 is not applicable to the Company.

iii. No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder, the company for the financial year 2023-24.

iv. The Company is not declared as wilful defaulter by any bank or financial Institution or other lender.

v. The company has any not entered into any transactions with companies which are struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the financial year ended 31st March, 2024.

vi. During the year Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries; the company"

vii. During the year Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

viii. The Company has no such transaction which are not recorded in the books of accounts during the year and also there are not such unrecorded income and related assets related to earlier years which have been recorded in the books of account during the year.

ix. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

x. The Company does not have any charge or satisfaction which is yet to be registered with the Registrar of Companies (ROC) beyond the statutory period.

xi. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restiriction on number of Layers) Rules, 2017.

Previous year figures have been regrouped / reclassified where-ever necessary.

The above financial statements have been reviewed by the audit committee and subsequently approved by the Board of Directors at its meeting held on 28th May, 2024.

As per our Report of even date For and on behalf of the Board of Directors of

Pilani Investment and Industries Corporation Limited

For Kothari & Company Rajashree Birla D. K. Mantri

Chartered Accountants Chairperson Director

Firm Registration No.: 301178E (DIN: 00022995) (DIN: 00075664)

Place: Mumbai Place: Kolkata

Manaswy Kothari R. P. Pansari

Partner Chief Executive Officer

Membership No. 064601 Place: Kolkata

Place: Kolkata

Dated: 28th May, 2024 J. K. Singhania R. S. Kashyap

Chief Financial Officer Company Secretary

Place: Kolkata Place: Kolkata

Dated: 28th May, 2024

---

Mar 31, 2023

(i) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees.

During the year ended 31st March, 2023, the amount of per share dividend recognized as distributions to shareholders was '' 15/- ( '' 15/-) per share.

The Board of Directors at its meeting held on 29th May, 2023, have proposed a final dividend of ''15/-('' 15/-) per equity share for the financial year ended 31st March, 2023. The proposal is subject to the approval of the Shareholders at the forthcoming Annual General Meeting. Total cash out flow would be '' 1,660.84 Lakhs (''1,660.84 Lakhs) and the same will be accounted for in the financial year 2023-24 in terms of Indian Accounting Standard (Ind AS) notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Notes: Nature and purpose of reserve

(i) Statutory reserve (Reserve u/s. 45-IA of the Reserve Bank of India Act, 1934 (the "RBI Act, 1934"))

Reserve is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as a statutory reserve.

(ii) General reserve

Amounts set aside from retained profits as a reserve to be utilised for permissible specified purpose as per prevaling law for the time being.

(iii) FVTOCI equity investments

The Company has elected to recognise changes in the fair value of investments in equity securities (other than investment in subsidiaries and associate) in other comprehensive income. These changes are accumulated within the FVTOCI equity investments reserve within equity.

(iv) Retained earnings

Surplus in the statement of profit and loss is the accumulated available profit of the Company carried forward from earlier years. These reserves are free reserves which can be utilised for any purpose as may be required.

As per Section 135 of the Companies Act, 2013 ("Act"), a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are healthcare including preventive healthcare, providing safe drinking water, sanitation facility, promoting education, old age home maintenance, environmental sustainability and promotion and development of traditional art and handicrafts. A CSR committee has been formed by the company as per the Act.

The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.

(a) As lessee

During the period ended March 31, 2023 the expense recognized in the statement of profit and loss includes:

(i) Rental Expenses recorded for Short-term lease ? 29.64 Lakhs for the year ended 31 March, 2023 (Previous Year: ? 25.89 Lakhs)

(b) Operating lease commitments - as lessor

The Company has let out portions of office premises along with furniture and fixtures and other amenities on operating lease. It has recognised lease rental income amounting to '' 139.50 Lakhs and '' 448.64 Lakhs for the year ended 31st March 2023 and 2022 respectively in the statement of profit and loss.

Operating segment are components of the Company whose operating results are regularly reviewed by the Chief Operating Decision Maker ("CODM") to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available.

The Company is engaged primarily on the business of "Investments and Financing" activities only, taking into account the risks and returns, the organization structure and the internal reporting systems. All the operations of the Company are in India. All non-current assets of the Company are located in India. Accordingly, there are no separate reportable segments as per Ind AS 108 - "Operating segments".

All transactions with these related parties are priced on an arm''s length basis. None of the balances is secured.

The remuneration of key management personnel are determined by the Nomination and Remuneration Committee having regard to the performance of individuals and market trends.

(b) Disclosures as per Regulation 53(f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations, 2015).

iNo.e ~o.37 ¦

Under the Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act") which came into force from October 2, 2006, certain disclosures are required to be made relating to micro, small and medium enterprises. There have been no reported cases of delays in payments to micro and small enterprises or of interest payments due to delays in such payments.

No effect has been given in the accounts in respect of the following equity shares received by way of fully paid bonus shares on shares not belonging to the company and the shares of other companies apportionable to the holding of these shares received pursuant to scheme of arrangement, same are being held in trust by the company.

The Board of Directors recommended dividend of Rs. 15/-per equity share of face value of ''10/- each, which is subject to approval by shareholders of the Company.

Following table represents the recognised financial assets that are offset, or subject to enforceable master netting arrangements and other similar arrangements but not offset, as at 31st March 2023 and 31st March 2022. The column ''net amount'' shows the impact of the Company''s balance sheet if all the set-off rights were exercised.

A. The Company had applied to the Reserve Bank of India ("RBI") for its conversion from Non-Banking Financial Company to Core Investment Company. However the Company has been advised by RBI to resubmit a new application as per new guidelines and the same is under process of submission.

B. Disclosures in terms of RBI Master Direction for Non-Banking Financial Company-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 have been given under Annexure-1 to these financial statements.

The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.

Disclosure in respect of employee benefits under Ind AS 19 - Employee Benefit are as under:

(a) Defined contribution plan

The Company''s contribution to provident fund are considered as defined contribution plans. The Company''s contribution to provident fund aggregating Rs.12.15 lakhs (31st March, 2022: Rs. 10.69 lakhs) has been recognised in the statement of profit and loss under the head employee benefits expense.

(b) Defined benefit plan:

Gratuity

Financial assets not measured at fair value

The Company operates a defined benefit plan (the "gratuity plan") covering eligible employees. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age/ resignation date.

The defined benefit plans expose the Company to risks such as actuarial risk, liquidity risk, legislative risk. These are discussed as follows:

Actuarial risk: It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse salary growth experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

Liquidity risk: Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign / retire from the Company, there can be strain on the cash flows.

Legislative risk: Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act, 1972, thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the defined benefit obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

viii. Sensitivity analysis

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and withdrawal rates. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:

ix. Asset liability matching strategies

The Company account for the liabilities based on the actuarial valuation report and paid from its own resources whenever liabilities is crystallized. The projected liability statements is obtained from the actuarial valuer.

x. Effect of plan on the Company''s future cash flows

a) Maturity profile of defined benefit obligation

The average outstanding term of the obligations (years) as at valuation date is 5 years.

Note "q- 45 ¦

Contribution to political parties during the year 2022-23 is Rs. Nil (previous year Rs. Nil)

There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31,2023

There has been no events after the reporting date that require disclosure in financial statements.

A. Accounting classifications and fair values

The carrying amount and fair value of financial instruments including their levels in the fair value hierarchy presented below:

1) The Company has not disclosed the fair values for cash and cash equivalents, bank balances, Trade Receivables, Loans,term deposits, trade payables and other financial liabilities as these are short term in nature and their carrying amounts are a reasonable approximation of fair value.

2) The carrying amount of the investments in Subsidiaries and Associates are valued at Cost.

B. Measurement of fair values

i) Valuation techniques and significant unobservable inputs

The carrying amounts of financial assets and liabilities which are at amortised cost are considered to be the same as their fair values as there is no material differences in the carrying values presented.

ii) Financial instruments - fair value

The fair value of financial instruments as referred to in note (A) above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurement).

The categories used are as follows:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices;

Level 2: The fair value of financial instruments that are not traded in active market is determined using valuation technique which maximizes the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value on instrument are observable, the instrument is included in level 2; and

Level 3: If one or more of significant input is not based on observable market data, the instrument is included in level 3.

iii) Transfers between levels I and II

There has been no transfer in between level I and level II.

iv) Valuation techniques Investment in equity instruments

The majority equity instruments held by the Company are actively traded on stock exchanges with readily available active prices on a regular basis. Such instruments are classified as level 1.

Investments in mutual Funds are valued as per the NAV prevailing at the end of the financial years and such investments are classified as level 1.

Equity investments in unquoted instruments are fair valued using the valuation technique and accordingly classified as level 3.

C. Capital

The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting the capital adequacy requirements of the NBFC''s Sector regulator and supervisor, RBI. The adequacy of the Company''s capital is monitored using, among other measures, the regulations issued by RBI.

The Company has complied in full with all its externally imposed capital requirements over the reported period. Equity share capital and other equity are considered for the purpose of Company''s capital management.

C.1 Capital management

The primary objectives of the Company''s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximise shareholder value.

The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue capital securities. No changes have been made to the objectives, policies and processes from the previous years. However, they are under constant review by the Board.

CRAR for 2022-2023 & 2021-2022 has been calculated on the basis of RBI Circular No. RBI/19-20/170 DOR (NBFC). CC.PD.No. 109/22.10.106/2019-20 dated March 13, 2020.

The Company''s principal financial liabilities comprise borrowings and trade payables. The main purpose of these financial liabilities is to finance the Company''s operations and to support its operations. The Company''s financial assets include Investments, Loan, Trade Receivables and Cash and Cash equivalents that derive directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. The Company''s board of directors has an overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has established the risk management committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports to the board of directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed to reflect changes in market conditions and the Company''s activities.

The Company''s risk management committee oversees how management monitors compliance with the Company''s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

1) Credit risk

Credit risk is the risk of financial loss to the Company if a customer fails to meet its contractual obligations and arises principally from the Company''s receivables from customers and loans.

The carrying amounts of financial assets represent the maximum credit risk exposure.

Trade Receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry.

An impairment analysis is performed at each reporting date based on the facts and circumstances existing on that date to identify expected losses on account of time value of money and credit risk. For the purposes of this analysis, the trade receivables are categorised into groups based on days past due.

Investments

The major investments of the Company is in the group companies which includes investment in subsidiaries companies and an associate.

The company has also made investments in the units of mutual funds on the basis of risk and returns of the respective scheme.

Cash and cash equivalent and Bank deposits

Credit risk on cash and cash equivalent and bank deposits is limited as the Company generally invests in term deposits with banks.

2a) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with its financial liabilities. The Company''s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due.

The Company is monitoring its liquidity risk by estimating the future inflows and outflows during the start of the year and planned accordingly the funding requirement. The Company manages its liquidity by term loans, inter-corporate deposit and investment in mutual funds.

The table below summarises the maturity profile of the Company''s non-derivative financial liabilities based on contractual undiscounted payments along with its carrying value as at the balance sheet date.

2b) Liquidity Coverage Ratio (LCR)

The Liquidity Coverage Ratio (LCR) is one of the key parameters closely monitored by RBI to enable a more resilient financial sector. The objective of the LCR is to promote an environment wherein balance sheet carry a strong liquidity for short term cash flow requirements. To ensure strong liquidity NBFCs are required to maintain adequate pool of unencumbered High-Quality Liquid Assets (HQLA) which can be easily converted into cash to meet their stressed liquidity needs for 30 calendar days. The LCR is expected to improve the ability of financial sector to absorb the shocks arising from financial and/or economic stress, thus reducing the risk of spill over from financial sector to real economy.

For the purpose of HQLA the Company considered: (1) All the contractual debt repayments, (2) committed credit facilities contracted with customers, and (3) other expected cash outflows. Inflows comprises of: (1) expected receipt from all performing ICDs, and (2) liquid investment which are encumbered and have not been considered as part of HQLA.

3) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

Market risk includes interest rate risk and foreign currency risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

4) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Floating rate instruments exposes the Company to Cash flow interest risk, whereas fixed interest rate instruments expose the Company to fair value interest risk.

no. „ ¦

i. The company has no immovable property whose title deeds are not held in the name of the company.

ii. The Company has not revalued its Property, Plant and Equipment accordingly disclosure as to whether the revaluation is based on the valuation by a registered valuer as defined under rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017 is not applicable to the Company.

iii. No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder, the company for the financial year 2022-23.

iv. The Company is not declared as wilful defaulter by any bank or financial Institution or other lender.

v. The company has not entered into any transactions with companies which are struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the financial year ended 31st March, 2023.

vi. During the year Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries; the company

vii. During the year Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

viii. The Company has no such transaction which are not recorded in the books of accounts during the year and also there are not such unrecorded income and related assets related to earlier years which have been recorded in the books of account during the year.

ix. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

x. The Company does not have any charge or satisfaction which is yet to be registered with the Registrar of Companies (ROC) beyond the statutory period.

xi. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

Previous year figures have been regrouped / reclassified where-ever necessary.

The above financial statements have been reviewed by the audit committee and subsequently approved by the Board of Directors at its meeting held on 29th May, 2023.

1 As defined in point xxvii of paragraph 3 of Chapter- II of Master Direction-Non-Banking Financial Company

- Systemically Important - Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016

2 Provisioning norms shall be applicable as prescribed in Master Direction-Non-Banking Financial Company

- Systemically Important - Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016

3 All Accounting Standards as specified under section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules 2014 and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up / fair value / NAV in respect of unquoted investments shall be disclosed irrespective of whether they are classified as long term or current in (5) above.

V. Derivatives:

A. Forward rate agreement / Interest rate swap: The Company has not traded in Forward rate agreement/ Interest rate derivative during the financial year ended March 31,2023. (Previous year: Nil)

B. Exchange traded interest rate (IR) derivatives: The Company has not traded in Exchange traded interest rate (IR) derivative during the financial year ended March 31,2023. (Previous year: Nil)

VI. Securitization: No securitization deal (including assignment deal) has carried out during the financial year ended March 31,2023. (Previous year: Nil)

4) Details of non-compliance with the requirements of Companies Act, 2013: During the year, the Company has not defaulted in compliance with the requirements of Companies Act, 2013, including with respect to compliance with accounting and secretarial standards.

5) Details of penalties and strictures: During the year, the Company has paid Rs.0.53 lakhs to BSE Limited for Non disclosure of Line items prescribed under Regulation 52(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

B) Breach of Covenant

There were no instances of breach of covenant during the year.

C) Divergence in Asset Classification and Provisioning

During the year, there are no divergence in Asset classification and no additional provisioning requirements assessed by Reserve Bank of India.

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Mar 31, 2018

1 Segment Reporting :

The company has only one business segment viz. investment and related activities and its operations are also confined to one geographical segment i.e. India. As such, no further

2. Related Party Disclosures

Names of related parties and related party relationship

a. Name of the related parties where control exists :

Subsidiary Companies PIC Properties Limited

PIC Realcon Limited

Atlas Iron & Alloys Limited (in Liquidation)

b. Names of other related parties :

Associate Company_Century Textiles & Industries Limited_

Key Management Personnel Shri R.P.Pansari -CEO (Managing Director upto 06.05.2017)

Shri N.K.Baheti -(CFO)

_Shri R.S.Kashyap -(Company Secretary)_

Related Party Transactions

The following table provides the total amount of transactions that have been entered into with related parties for the relevant period: _ _

3 Based on the information’s/documents available with the Company, no creditor is covered under Micro, Small and Medium Enterprises Development Act, 2006. As a result, no interest provisions / payments have been made by the company to such creditors, if any, and no disclosures are made in these accounts.

4 Leases :

Operating Lease : Company as a Lessee

The office premises is obtained on operating lease. The lease term is for 1-3 years and renewable for further period either mutually or at the option of the company. There is no escalation clause in the lease agreements. There are no restrictions imposed by lease arrangements. The lease is cancellable. _ _

Operating Lease : Company as a Lessor

The company has leased certain office space on operating leases. The lease term is for 1-3 years and thereafter renewable as per mutual agreement. There is escalation clause in the lease agreements. The rent is not based on any contingencies. There are no restrictions imposed by lease arrangements. The leases are cancellable.

5 Minimum Alternative Tax (MAT) Credit entitlement of Rs, 2898.22 lakhs (after adjusting utilised during the current year Rs, 43.08 lakhs), has not been recognized by the Company in the absence of convincing evidence to claim the above tax credit in future years.

6 The Company has applied to the Reserve Bank of India (“RBI”) for its conversion from Nonbanking Financial Company to Core Investment Company and the approval from RBI is awaited.

7 Previous year’s figures including those in brackets have been regrouped / rearranged where necessary to confirm to the current year’s figures.

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Mar 31, 2017

1 Capital & Other Commitments :

a) Uncalled liability on partly paid Shares held as Investments Rs, 0.003 Millions 0.003 Millions )

2 Contingent Liabilities :

Income Tax demands for earlier years aggregating to Rs, 16.33 Millions 24.73 Millions) disputed by the Company.

3. The Company has disputed the claim for recovery of Rs, 1.54 Million plus interest from 1^st November, 1973 made by State Bank of India, Bombay in a suit filed against the company on the basis of guarantee given in respect of the advances made to Hind Cycles Limited against their Cash Credit Account by the said Bank. Against the above claim, Rs, 6.93 Millions have been deposited with Debts Recovery Appellate Tribunal pursuant to Hon’ble Bombay High Court Order. No provision against the above claim has been made in the accounts since the matter is pending with the Debt Recovery Appellate Tribunal as per the Hon’ble Bombay High Court order.

B. Defined Benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets Gratuity on terms not lower than the amount payable under the Payment of Gratuity Act, 1972. The aforesaid scheme is not funded.

The following tables summarizes the components of net benefit expenses recognized in Statement of Profit & Loss and the amount recognized in the Balance Sheet for the respective plan.

4. Segment Reporting :

The company has only one business segment viz. investment and related activities and its operations are also confined to one geographical segment i.e. India. As such, no further disclosure under Accounting Standard 17 “Segment Reporting” is required.

5. Based on the information’s/documents available with the company, no creditor is covered under Micro, Small and Medium Enterprises Development Act, 2006. As a result, no interest provisions / payments have been made by the company to such creditors, if any, and no disclosures are made in these accounts.

6. Leases :

Operating Lease : Company as a Lessee

The office premises is obtained on operating lease. The lease term is for 1-3 years and renewable for further period either mutually or at the option of the company. There is no escalation clause in the lease agreements. There are no restrictions imposed by lease agreements. The leases are cancellable. _ _

Operating Lease : Company as a Less or

The company has leased certain office on operating leases. The lease term is for 1-3 years and thereafter renewable . There is escalation clause in the lease agreements. The rent is not based on any contingencies. There are no restrictions imposed by lease arrangements. The leases are cancellable.

7. Minimum Alternative Tax (MAT) Credit entitlement of Rs, 294.13 Millions (after adjusting utilized during the current year Rs, 19.73 Millions), has not been recognized by the Company in the absence of convincing evidence to claim the above tax credit in future years.

8. The Company has applied to the Reserve Bank of India (“RBI”) for its conversion from Nonbanking Financial Company to Core Investment Company and the approval from RBI is awaited.

9 Additional disclosure required by NBFC-ND-SI in terms of the notification issued by RBI vide circular no. RBI/DNBR/2016-17/45 DNBR.PD.008/03.10.119/2016-17 dated September 01, 2016 are as follows:

_Particulars_ _Remarks_

1. Capital to Risk (Weighted) Assets Ratio Refer Note No. 29 (B)

2. Investments Refer Note No. 29 (C)

3. Derivatives The Company has no transaction or exposure in

Derivatives in the current and previous year.

i) Forward Rate Agreement / Interest Rate Swap

ii) Exchange Traded Interest Rate (IR) Derivatives The Company has no unheeded foreign currency

iii) Disclosure on Risk Exposure in Derivatives exposure as on March 31, 2017 and March 31, 2016

4. Disclosures relating to Securitization

i) Information duly certified by the SPV’s auditors obtained The Company does not have any outstanding amount by the originating NBFC from the SPV. of securitized assets in the current year and previous year end. Hence, no such information is duly certified by the SPV’s auditors obtained.

ii) Details of Financial Assets sold to Securitization / Recons- The Company has not sold financial assets to securitis- truction Company for Asset Reconstruction. anion or reconstruction company for asset reconstruction during the current and previous year.

iii) Details of Assignment transaction undertaken by NBFC’s The Company has not undertaken any assignment transactions during the current and previous year.

5. Details of Non Performing financial assets purchased / sold

i) Details of Non Performing financial assets purchased : The Company has not purchased / sold Non Performing financial assets during the current and previous year.

ii) Details of Non Performing financial assets sold :

6. Asset Liability Management Maturity pattern of certain items Refer Note No. 29 (E) of Assets and Liabilities

7. Exposures

i) Exposure to Real Estate Sector The Company has no Exposure to Real Estate directly or indirectly.

ii) Exposure to Capital Market The Company has no Exposure to Capital Market directly or indirectly.

iii) Details of financing of parent company products : The Disclosure is not applicable as the Company does not have any holding or parent company.

8. Details of financing of parent company products : Not Applicable.

9. Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceed by the NBFC Not Applicable.

10. Unsecured Advances Not Applicable.

ii) Disclosure of Penalties imposed by RBI and other regulators No Penalties were imposed by RBI and other regulators during the current and previous year.

iii) Related Party Transactions Refer Note No. 24

iv) Ratings assigned by credit rating agencies and migration The Company has not opted any credit ratings during of ratings during the year the year ended March 31, 2017and previous year ended March 31, 2016.

v) Remuneration to Directors Refer Note No. 24

vi) Net Profit or Loss for the period, prior period items and Refer Note No. 2 & 2.1 changes in accounting policies.

vii) Revenue Recognition Refer Note No. 2.1(iii)

viii) Accounting Standard 21 -Consolidated Financial A Separate Consolidated Financial Statement has been Statements (CFS) prepared by the company during the year ended March 31, 2017 and previous year ended March 31, 2016.

11. Additional Disclosures

i) Provisions and Contingencies Refer to Note No. 29 (D)

ii) Draw Down from Reserves There has been no draw down from reserves during the current and previous year

iii) Concentration of Deposits, Advances, Exposures and NPAs

a) Concentration of Deposits (for deposit taking NBFCs) This Disclosure is not applicable as the Company as it is not a deposit taking NBFC

b) Concentration of Advances Not applicable as no such advances is being made.

c) Concentration of Exposure Not applicable as no such Exposure is being made.

d) Concentration of NPAs The Company does not have any such exposure.

e) Sector-wise NPAs The Company does not have any such exposure.

f) Movement of NPAs The Company does not have any such exposure.

iv) Overseas Assets (for those with Joint Ventures and The Company has no exposure or transaction with Subsidiaries abroad. overseas assets.

v) Off-balance Sheet SPVs sponsored (which are There are no Off-balance Sheet exposure as on March required to be consolidated as per accounting norms) 31, 2017 and March 31, 2016.

12. Disclosure of Complaints Not applicable to the company

13. Previous year’s figures including those in brackets have been regrouped / rearranged where necessary to confirm the current year’s figures.

---

Mar 31, 2016

(a) There is no change in the number of shares in the current year and previous year.

(b) Terms / rights attached to Equity Shares

The company has only one class of equity shares having a par value of Rs, 10 per share. Each
holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees.

During the year ended 31st March 2016, the amount of per share dividend recognized as distributions to shareholders was Rs, 25/- (Rs, 25) per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive the
remaining assets of the company, after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the shareholders.

*Being provision made against demand for municipal taxes (including interest and penalty) for earlier years. The Company
has represented to the Municipal authorities for their reconsideration of the annual valuation which is under consideration of the authorities.

# Aditya Birla Fashion & Retail Limited has issued 9,72,909 equity shares to the company
during the year pursuant to the Scheme of Demerger for equity shares held in Aditya Birla Nuvo
Limited.

@ 24,574 equity shares of Grasim Industries Limited, have been received during the year pursuant
to the Scheme of Merger for equity shares held in Aditya Birla Chemicals(India) Limited.

B. Defined Benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed
five years or more of service gets Gratuity on terms not lower than the amount payable
under the Payment of Gratuity Act, 1972. The aforesaid scheme is not funded.
The following tables summarizes the components of net benefit expenses recognized in
Statement of Profit & Loss and the amount recognized in the Balance Sheet for the respective plan.

1. 1. Capital & Other Commitments :

a) Uncalled liability on partly paid Shares held as Investments Rs, 3 thousands

(-Rs,3 thousands).
2. Contingent Liabilities :

Income Tax demands for earlier years aggregating to Rs, 24,733 thousands (Rs, 36,149 thousands) disputed by the Company.

2. The Company has disputed the claim for recovery of Rs, 1,544 thousands plus interest from 1st
November, 1973 made by State Bank of India, Bombay in a suit filed against the company on
the basis of guarantee given in respect of the advances made to Hind Cycles Limited against
their Cash Credit Account by the said Bank. Against the above claim, Rs, 6,928 thousands have
been deposited with Debts Recovery Appellate Tribunal pursuant to Hon''ble Bombay High
Court Order while admitting the writ petition filed by the Company. Pending the High Court
judgment in the above matter, no provision against the above claim has been made in the accounts.

3. The Company has given undertaking to some Banks/Financial Institutions for non-disposal of
its share holdings in the following Bodies Corporate without their approval, till the loans given by
those banks/institutions are repaid in full by these Bodies Corporate :-

(i) Amfac Industries Ltd. (ii) Mangalam Cement Ltd.

(iii) Century Textiles & Industries Ltd. (iv) Kesoram Industries Ltd.

4. No effect has been given in the accounts in respect of the following Equity Shares received by
way of fully paid Bonus Shares on shares not belonging to the Company and the same are being held in trust by the Company :

5. Segment Reporting :

The company has only one business segment viz. investment and related activities and its
operations are also confined to one geographical segment i.e. India. As such, no further
disclosure under Accounting Standard 17 "Segment Reporting" is required.

6. Earnings Per Share (EPS) :

The following reflects the profit and and share data used in the basic and diluted EPS computations :

7. Based on the information''s/documents available with the company, no creditor is covered under
Micro, Small and Medium Enterprises Development Act, 2006. As a result, no interest provisions
/ payments have been made by the company to such creditors, if any, and no disclosures are made in these accounts.

8. Leases :

Operating Lease : Company as a Lessee

The office premises is obtained on operating lease. The lease term is for 1-3 years and renewable
for further period either mutually or at the option of the company. There is no escalation clauses
in the lease agreements. There are no restrictions imposed by lease arrangements. The leases are cancellable.

Operating Lease : Company as a Less or

The company has leased certain office on operating leases. The lease term is for 1-3 years and
renewable thereafter. There is escalation clause in the lease agreements. The rent is not
based on any contingencies. There are no restrictions imposed by lease arrangements. The leases are cancellable.

9. Minimum Alternative Tax (MAT) Credit entitlement of Rs, 3,13,863 thousand (after adjusting
utilized during the current year Rs, 11,095 thousand), has not been recognized by the
Company in the absence of convincing evidence to claim the above tax credit in future years.

10. The Investment of the Company has exceeded the limits as per the Concentration of Credit /
Investment norms provided in paragraph 18 of Non-Banking Financial (Non Deposit Accepting or
Holding) Companies prudential norms (Reserve Bank) Directions, 2007 (as amended) for which
the Company has applied to the Reserve Bank of India ("RBI") seeking exemption from complying
with the aforesaid norms up to 31st March, 2017. Also the Company has applied to RBI for its
conversion from Non-Banking Financial Company to Core Investment Company.

11. Additional disclosure required by NBFC-ND-SI in terms of the notification issued by RBI on
August 1, 2008, are as follows:

(b) The Company has no exposure to real estate sector, both direct and indirect

12. Previous year''s figures including those in brackets have been regrouped / rearranged where necessary to confirm the current year''s figures.

---

Mar 31, 2015

1. Capital & Other Commitments :

a) Uncalled liability on partly paid Shares held as Investments Rs. 3 thousands (Rs. 3 thousands).

2. Contingent Liabilities :

Income Tax demands for earlier years aggregating to Rs. 36,149 thousands (Rs. 33,642 thousands) disputed by the Company.

3. The Company has disputed the claim for recovery of Rs. 1,544 thousands plus interest from 1st November, 1973 made by State Bank of India, Bombay in a suit filed against the company on the basis of guarantee given in respect of the advances made to Hind Cycles Limited against their Cash Credit Account by the said Bank. Against the above claim, Rs. 6,928 thousands have been deposited with Debts Recovery Appellate Tribunal pursuant to Hon'ble Bombay High Court Order while admitting the writ petition filed by the Company. Pending the High Court judgment in the above matter, no provision against the above claim has been made in the accounts.

4. The Company has given undertaking to some Banks/Financial Institutions for non-disposal of its share holdings in the following Bodies Corporate without their approval, till the loans given by those banks/institutions are repaid in full by these Bodies Corporate :-

(i) Aditya Birla Chemicals (India) Ltd. (ii) Tanfac Industries Ltd.

(iii) Mangalam Cement Ltd. (iv) Century Textiles & Industries Ltd.

(v) Kesoram Industries Ltd.

B. Defined Benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets Gratuity on terms not lower than the amount payable under the Payment of Gratuity Act, 1972. The aforesaid scheme is not funded. The following tables summarizes the components of net benefit expenses recognized in Statement of Profit & Loss and the amount recognized in the Balance Sheet for the respective plan.

5. No effect has been given in the accounts in respect of the following Equity Shares received by way of fully paid Bonus Shares on shares not belonging to the Company and the same are being held in trust by the Company :

6. Segment Reporting :

The company has only one business segment viz. investment and related activities and its operations are also confined to one geographical segment i.e. India. As such, no further disclosure under Accounting Standard 17 "Segment Reporting" is required.

7. Related Party Disclosures

Names of related parties and related party relationship

a. Name of the related parties where control exists :

Subsidiary Companies PIC Properties Limited

PIC Realcon Limited Atlas Iron & Alloys Limited (in Liquidation)

b. Names of other related parties :

Associate Company Century Textile & Industries Limited

Kesoram Industries Limited

Key Management Personnel Shri R. A. Makharia (Executive Director)

Shri N. K. Baheti (CFO) (w.e.f. 29th Jan.'15) Shri R.S.Kashyap (C.S.)(w.e.f. 1st April'14)

Operating Lease : Company as a Lessor

The company has leased certain office on operating leases. The lease term is for 1-3 years and renewable thereafter. There is escalation clause in the lease agreements. The rent is not based on any contingencies. There are no restrictions imposed by lease arrangements. The leases are cancellable.

8. Minimum Alternative Tax (MAT) Credit entitlement of Rs. 324,958 thousand (after adjusting utilized during the current year Rs. 12,943 thousand), has not been recognized by the Company in the absence of convincing evidence to claim the above tax credit in future years.

9. The Investment of the Company has exceeded the limits as per the Concentration of Credit / Investment norms provided in paragraph 18 of Non-Banking Financial (Non Deposit Accepting or Holding) Companies prudential norms (Reserve Bank) Directions, 2007 (as amended) for which the Company has applied to the Reserve Bank of India ("RBI") seeking exemption from complying with the aforesaid norms up to 31st March, 2016. Also the Company has applied to RBI for its conversion from Non-Banking Financial Company to Core Investment Company.

10. Additional disclosure required by NBFC-ND-SI in terms of the notification issued by RBI on August 1, 2008, are as follows:

(b) The Company has no exposure to real estate sector, both direct and indirect

11. Previous year figures

Previous year's figures including those in brackets have been regrouped / rearranged where necessary to confirm the current year's figures.

---

Mar 31, 2014

1. Capital & Other Commitments :

a) Uncalled liability on partly paid Shares held as Investments Rs. 3 thousands

2. Contingent Liabilities :

Income Tax demands for earlier years aggregating to Rs. 33,642 thousands (Rs. 26,218 thousands) disputed by the Company.

3. The Company has disputed the claim for recovery of Rs. 1,544 thousands plus interest from 1st November, 1973 made by State Bank of India, Bombay in a suit filed against the company on the basis of guarantee given in respect of the advances made to Hind Cycles Limited against their Cash Credit Account by the said Bank. Against the above claim, Rs. 6,928 thousands have been deposited with Debts Recovery Appellate Tribunal pursuant to Hon''ble Bombay High Court Order while admitting the writ petition filed by the Company. Pending the High Court judgment in the above matter, no provision against the above claim has been made in the accounts.

4. The Company has given undertaking to some Banks/Financial Institutions for non-disposal of its share holdings in the following Bodies Corporate without their approval, till the loans given by those banks/institutions are repaid in full by these Bodies Corporate :-

(i) Aditya Birla Chemicals (India) Ltd. (ii) Tanfac Industries Ltd.

(iii) Aditya Birla Nuvo Ltd. (iv) Mangalam Cement Ltd.

(v) Century Textiles & Industries Ltd. (vi) Kesoram Industries Ltd.

B. Defined Benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets Gratuity on terms not lower than the amount payable under the Payment of Gratuity Act, 1972. The aforesaid scheme is not funded. The following tables summarises the components of net benefit expenses recognised in Statement of Profit & Loss and the amount recognised in the Balance Sheet for the respective plan.

The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factor, such as supply and demand in the employment market.

5. No effect has been given in the accounts in respect of the following Equity Shares received by way of fully paid Bonus Shares on shares not belonging to the Company and the same are being held in trust by the Company :

6. Segment Reporting :

The company has only one business segment viz. investment and related activities and its operations are also confined to one geographical segment i.e. India. As such, no further disclosure under Accounting Standard 17 "Segment Reporting" is required.

7. Related Party Disclosures

a. Name of the related parties where control exists : Subsidiary Companies

PIC Properties Limited PIC Realcon Limited Atlas Iron & Alloys Limited (in Liquidation)

b. Names of other related parties :

Associate Company Century Textile & Industries Limited Kesoram Industries Limited (with effect from 27th June 2013)

Key Management Personnel Shri R. A. Makharia (Executive Director)

8. Based on the informations/documents available with the company, no creditor is covered under Micro, Small and Medium Enterprises Development Act, 2006. As a result, no interest provisions / payments have been made by the company to such creditors, if any, and no disclosures are made in these accounts.

9. Leases :

Operation Lease : Company as Lessee

The office premises is obtained on operating lease. The lease term is for 1-3 years and renewable for further period either mutually or at the option of the company. There is no escalation clauses in the lease agreemens. There are no restrictions imposed by lease arrangements. The leases are cancellable.

Operation Lease : Company as Lessor

The company has leased certain office on operating leases. The lease term is for 1-3 years and renewable thereafter. There is escalation clause in the lease agreements. The rent is not based on any contingencies. There are no restrictions imposed by lease arrangements. The leases are cancellable.

10.Minimum Alternative Tax (MAT) Credit entitlement of Rs. 3, 37,901 thousand (including Rs. 3,172 thousand for the year), has not been recognized by the Company in the absence of convincing evidence to claim the above tax credit in future years.

11. The Company had made an application to Reserve Bank of India (RBI) vide its letter dated 8th March, 2013 for conversion of the Company from a Non-Banking Financial Company (NBFC) to Core Investment Company (CIC) without accepting Public deposits based on the fact that the Company holds 90% of its net assets in group companies of which more than 60% of its net assets are invested in equity shares. Subsequently, RBI had returned the application for further compliance of certain matters. The Company is in the process of making fresh application for its conversion from NBFC to CIC, after complying with the additional matter. However, pending application/ approval, the investment of the Company have exceeded the limits as per concentration of credit/Investment Norms as provided in para-18 of Non- Banking Financial (Non - Deposit Accepting or Holding) Companies prudential norms (Reserve Bank) Direction 2007 (as amended) for which the Company has applied to the RBI seeking exemption from complying with aforesaid norms up to 31st March, 2015.

12. Additional disclosure required by NBFC-ND-SI in terms of the notification issued by RBI on August 1, 2008, are as follows :

(a) Capital to Risks Assets Ratio (CRAR)

---

Mar 31, 2013

1. Corporate information :

Pilani Investment and Industries Corporation Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Madhya Pradesh stock exchange & Delhi Stock Exchange Association Limited in India. The company is engaged in carrying on the Business of non-banking financial institution without accepting public deposits.

2. Basis of Preparation :

The financial statements have been prepared to comply in all material respects with the accounting principles generally accepted in India, including mandatory Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956 and the directives prescribed by the Reserve Bank of India for Non-Banking Financial Companies under the historical cost convention and on an accrual basis. The accounting policies, in all material respects, applied by the Company and are consistent with those used in the previous year.

3. 1. Capital & Other Commitments :

a) Uncalled liability on partly paid Shares held as Investments 3 thousands ( 3 thousands).

b) For Commitments relating to lease arrangements, refer Note No. 28 below.

2. Contingent Liabilities :

Income Tax demands for earlier years aggregating to 26,218 thousands ( 8,909 thousands) disputed by the Company.

4. The Company has disputed the claim for recovery of 1,544 thousands plus interest from 1st November, 1973 made by State Bank of India, Bombay in a suit filed against the company on the basis of guarantee given in respect of the advances made to Hind Cycles Limited against their Cash Credit Account by the said Bank. Against the above claim, 6,928 thousands have been deposited with Debts Recovery Appellate Tribunal pursuant to Hon''ble Bombay High Court Order while admitting the writ petition filed by the Company. Pending the High Court judgment in the above matter, no provision against the above claim has been made in the accounts.

5. The Company has given undertaking to some Banks/Financial Institutions for non-disposal of its share holdings in the following Bodies Corporate without their approval, till the loans given by those banks/institutions are repaid in full by these Bodies Corporate :- (i) Aditya Birla Chemicals (India) Ltd. (ii) Tanfac Industries Ltd.

(iii) Aditya Birla Nuvo Ltd. (iv) Mangalam Cement Ltd.

(v) Century Textiles & Industries Ltd. (vi) Kesoram Industries Ltd.

6. Disclosure under Accounting Standard - 15 (Revised) on ‘Employee Benefits''.

( in 000s)

A. Defined Contribution Plan 2012-13 2011-12 Contribution to Provident Fund 494 443 Contrubution to superannuation Fund 90 368

B. Defined Benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets Gratuity on terms not lower than the amount payable under the Payment of Gratuity Act, 1972. The aforesaid scheme is not funded.

The following tables summarises the components of net benefit expenses recognised in Statement of Profit & Loss and the amount recognised in the Balance Sheet for the respective plan.

Statement of Profit & Loss

Net employee benefit expense recognized in the employee cost :

7. No effect has been given in the accounts in respect of the following Equity Shares received by way of fully paid Bonus Shares on shares not belonging to the Company and the same are being held in trust by the Company :

8. Segment Reporting :

The company has only one business segment viz. investment and related activities and its operations are also confined to one geographical segment i.e. India. As such, no further disclosure under Accounting Standard 17 "Segment Reporting" is required.

9. Based on the informations/documents available with the company, no creditor is covered under Micro, Small and Medium Enterprises Development Act, 2006. As a result, no interest provisions / payments have been made by the company to such creditors, if any, and no disclosures are made in these accounts.

10. Information pursuant to the provisions of Revised Schedule VI to the Companies Act, 1956 (to the extent applicable) :–

Earnings in Foreign Exchange - Dividend (Net of Tax) NIL ( 277 thousands)

11. Leases :

Operation Lease : Company as Lessee

The office premises is obtained on operating lease. The lease term is for 1-3 years and renewable for further period either mutually or at the option of the company. There is no escalation clauses in the lease agreemens. There are no restrictions imposed by lease arrangements. The leases are cancellable.

The company has leased certain office on operating leases. The lease term is for 1-3 years and renewable thereafter. There is escalation clause in the lease agreements. The rent is not based on any contingencies. There are no restrictions imposed by lease arrangements. The leases are cancellable.

12. Current Tax for the year ended 31st March 2013 represents Minimum Alternate Tax (MAT) provided as per provisions of the Income Tax Act, 1961, however, MAT Credit entitlement of 334,730 thousands, has not been recognized by the Company in the absence of convincing evidence to claim the above tax credit in future years.

13. During the year ended 31st March 2013, the Company has sold certain quoted investment and the differences of 1,370,118 thousands, between the cost of such shares being the book value as on 31st March 2003, in terms of the scheme of arrangement approved by Hon''ble Calcutta High Court in an earlier years and net sale proceeds has been credited to the Statement of Profit & Loss. However, Investment Reserve of 303,916 thousands against the above shares has not been withdrawn and adjusted in the accounts, although the same has been duly considered for the purpose of Minimum Alternate Tax based on a legal opinion.

14. In terms of resolution passed by the Board of Directors in their meeting held on 9th November, 2012, the Company has transferred / sold certain quoted / unquoted investments of 44,325 thousands to its newly formed wholly owned subsidiary namely, PIC Realcon Limited during the year ended 31st March, 2013 at values appearing in the books of the Company.

15. The Company has made an application to Reserve Bank of India (RBI) vide its letter dated 8th March 2013 for its conversion from a Non Banking Financial Company (NBFC) to Core Investment Company (CIC) without accepting Public deposits,based on the fact the Company holds 90% of its net assets in group companies of which more than 60% of its net assets are invested in equity shares as per the audited interim financial statements as at 31st January, 2013. Accordingly, the Company has surrendered existing NBFC certificate with a request to cancel the same. The above application is pending with RBI as on date. However, pending above approval, the concentration of credit/Investment Norms as provided in Para-18 of Non-Banking Financial (Non-Deposit Accepting or holding) companies prudential norms (Reserve Bank) Direction 2007 (as amended) has exceeded the limits provided therein for which the Company has applied to the RBI seeking exemption from complying with aforesaid norms up to 31st March, 2014, or approval of conversion from NBFC to CIC, whichever is earlier.

16. The Company does not have any exposure in gold on March 31, 2013.

17. Additional disclosure required by NBFC-ND-SI in terms of the notification issued by RBI on August 1, 2008, are as follows :

(a) Capital to Risks Assets Ratio (CRAR)

(b) The company has no exposure to real estate sector, both direct and indirect.

18. Previous year figures

Previous year''s figures including those in brackets have been regrouped / rearranged where necessary to confirm the current year''s figures.

---

Mar 31, 2012

1. Corporate information :

Pilani Investment and Industries Corporation Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The company is engaged in carrying on the Business of non-banking financial institution without accepting public deposits.

2. Basis of Preparation :

The financial statements have been prepared to comply in all material respects with the accounting principles generally accepted in India, including mandatory Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956 and the directives prescribed by the Reserve Bank of India for Non-Banking Financial Companies under the historical cost convention and on an accrual basis. The accounting policies, in all material respects, have been consistently applied by the Company and are consistent with those used in the previous year, except for the change in accounting policy explained in 2.1 (i) below.

(a)Terms /Rights attached to equity shares

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees.

During the year ended 31 st March 2012, the amount of per share dividend recognized as distributions to shareholders was Rs.25/- (Rs. 25) per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of the equity shares held by the shareholders.

3.1. Capital & Other Commitments :

a) Uncalled liability on partly paid Shares held as Investments No.3 thousands 3 thousands).

b) For Commitments relating to lease arrangements, refer Note No. 30 below.

2. Contingent Liabilities :

Income Tax demands for earlier years aggregating to Rs.8,909 thousands (Rs. 3,941 thousands) disputed by the Company/ Income Tax department in appeal.

4. The Company has disputed the claim for recovery of 1,544 thousands plus interest from 1st November, 1973 made by State Bank of India, Bombay in a suit filed against the company on the basis of guarantee given in respect of the advances made to Hind Cycles Limited against their Cash Credit Account by the said Bank. Against the above claim, Rs. 6,928 thousands have been deposited with Debts Recovery Appellate Tribunal pursuant to Hon'ble Bombay High Court Order while admitting the writ petition filed by the Company. Pending the High Court judgment in the above matter, no provision against the above claim has been made in the accounts.

5. The Company has given undertaking to some Banks/Financial Institutions for non-disposal of its share holdings in the following Bodies Corporate without their approval, till the loans given by those banks/institutions are repaid in full by these Bodies Corporate

(i) Aditya Birla Chemicals (India) Ltd. (ii) Tanfac Industries Ltd.

(iii) Aditya Birla Nuvo Ltd. (iv) Mangalam Cement Ltd.

(v) Century Textiles & Industries Ltd. (vi) Kesoram Industries Ltd.

6. Disclosure under Accounting Standard -15 (Revised) on "Employee Benefits.

(Rs.in 000s)

A. Defined Contribution Plan 31st March 2012 31st March 2011

Contribution to Provident Fund 443 364

Contribution to superannuation Fund 368 306

B. Defined Benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets Gratuity on terms not lower than the amount payable under the Payment of Gratuity Act, 1972. The aforesaid scheme is not funded.

The following tables summarizes the components of net benefit expenses recognized in Statement of Profit & Loss and the amount recognized in the Balance Sheet for the respective plan.

Statement of Profit & Loss Net employee benefit expense recognized in the employee cost :

7. The Competent Authority under Urban Land (Ceiling & Regulation) Act, 1976 has declared excess land of 329.25 sq.mtrs. in respect of land held by the Company at Kolkata and 1,486.87 sq.mtrs. in respect of land at New Delhi transferred to a subsidiary of the company w.e.f. 1.4.1985, against which a stay has been granted to the Company by the Appellate Authority under the said Act. Further in view of Urban Land (Ceiling & Regulation) Repeal Ordinance 1999 (No.5 of 1999) dated 11.1.1999, the Urban Land (Ceiling & Regulation) Act, 1976 stands repealed in New Delhi as advised to the company by the solicitors.

8. Segment Reporting :

The company has only one business segment viz. investment and related activities and its operations are also confined to one geographical segment i.e. India. As such, no further disclosure under Accounting Standard 17 "Segment Reporting" is required.

9. Based on the information's/documents available with the company, no creditor is covered under Micro, Small and Medium Enterprises Development Act, 2006. As a result, no interest provisions / payments have been made by the company to such creditors, if any, and no disclosures are made in these accounts.

10. Information pursuant to the provisions of Revised Schedule VI to the Companies Act, 1956 (to the extent applicable)

Earnings in Foreign Exchange - Dividend (Net of Tax) 277 thousands (NIL)

11. Leases:

Operation Lease : Company as Lessee

The office premises is obtained on operating lease. The lease term is for 1 -3 years and renewable for further period on mutual consent. There is no escalation clauses in the lease agreements. There are no restrictions imposed by lease arrangements. The leases are cancellable.

Operation Lease : Company as Less or

The company has leased certain office on operating leases. The lease term is for 1-3 years and thereafter renewable. There is escalation clause in the lease agreements. The rent is not based on any contingencies. There are no restrictions imposed by lease arrangements. The leases are cancellable.

12. As per Scheme of Arrangement sanctioned by Hon'ble Calcutta High Court in an earlier year, long-term investments are valued at cost, i.e. book value of the investments as reflected in the financial statements as on 31 st March, 2003 and for subsequent diminution, provision made by way of adjustment against Investment Reserve as indicated in Note No. 2.1 (ix) (b) above. There has been no impact on the profit for the current year and previous year due to above accounting treatment.

13. The Company does not have any exposure in gold on March 31,2012.

14. Previous year figures

Precious year's figures including those in brackets have been recognized where necessary to confirm the current year's classification under Revised Schedule VI as stated in Note 2.1 (i) above.