Your Directors are pleased to present the 79th Annual Report of the Company along with the Audited Financial Statements for the year ended 31st March, 2026. The Financial Results for the year are shown below:
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(? in Lakhs)
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|
Particulars
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Standalone
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Consolidated
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2025-26
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2024-25
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2025-26
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2024-25
|
|
Total Income
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29,348.59
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32,320.04
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28,825.37
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30,707.39
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Less: Total expenses
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19,643.43
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10,149.49
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19,738.61
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10,258.23
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Less: Exceptional Items
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-
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-
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-
|
-
|
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Profit before tax
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9,705.16
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22,170.55
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9,086.76
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20,449.16
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Add/(Less): Tax expense
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2,519.40
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(5,229.94)
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(2,549.72)
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(5,261.46)
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Profit after tax
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7,185.76
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16,940.61
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6,537.04
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15,187.70
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Add/(Less): Share in profit of associate company
Net profit after tax and share in profit of associate Company
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-
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-
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(3,431.49)
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(5,339.42)
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Profit for the year
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7,185.76
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16,940.61
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3,105.55
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9,848.28
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Add / (Less):Actuarial gain on defined benefit plan (gratuity) Net of Income Tax
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1.63
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1.22
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1.63
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(98.76)
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Realised gain on equity share
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6,497.30
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4,596.20
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6,497.30
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4,596.20
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Less: Current tax on realised gain
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(294.35)
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(365.39)
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(294.35)
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(365.39)
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Add: Income tax related to earlier year on realized gain on equity share
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365.39
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“
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365.39
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-
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Add: Balance brought forward from previous year
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2,00,043.37
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1,84,766.10
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2,41,169.08
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2,33,084.11
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Balance Available
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2,13,799.10
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2,05,938.74
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2,50,844.58
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2,47,064.44
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Appropriations
|
|
|
|
|
|
Dividend paid
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1,660.84
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1,660.84
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1,660.84
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1,660.84
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Transfer to Statutory Reserve u/s. 45-IC of Reserve Bank of India Act, 1934
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2,751.15
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4,234.53
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2,751.15
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4,234.53
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Closing Balance of retained earnings
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2,09,387.11
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2,00,043.37
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2,46,432.61
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2,41,169.07
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INDIAN ACCOUNTING STANDARDS (IND AS)
The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the financial year ended 31st March, 2026, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS Rules").
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of business of the Company.
SHARE CAPITAL
During the year under review, there has been no change in the Share capital of the Company.
NON-CONVERTIBLE DEBENTURES (NCDs)
The Board of Directors, at their meeting held on 8th August, 2025, approved the proposal for the issuance of Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures (NCDs)/Bonds up to an amount of Rs. 1,000 Crore (Rupees One Thousand Crore only) in one or more tranches on a private placement basis. This proposal was subsequently approved by the Shareholders by passing a Special Resolution through Postal Ballot Notice dated 3rd November, 2025.
During the year under review, the company successfully raised funds through allotment of 50,000 NCDs having face value of ' 1,00,000/- each aggregating to ' 500 Crores (Rupees Five Hundred Crores only) and such issuance and allotment of NCDs remains well within the borrowing powers of the company. The NCDs are subsequently listed at BSE Limited.
Funds raised from the issue have been utilized towards investment in group companies as per the terms of issuance of NCDs.
DIVIDEND
The Board of Directors has recommended a dividend of ? 9 /- (Rupees Nine only) per equity share of face value of ? 10/- each equivalent to 90% (Ninety percent) on the paid-up equity share capital of the Company for the year ended 31st March, 2026 as against ? 15/- (Rupees Fifteen only) per equity share equivalent to 150% (one hundred fifty percent) paid in the previous year on the equity shares of face value of ? 10/- each. The dividend will be paid after approval by the shareholders in accordance with law at the ensuing Annual General Meeting. Pursuant to the provisions of the Income Tax Act, 2025, dividend income will now be taxable in the hands of the Shareholders and accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed rates under the Income Tax Act, 2025. The total outflow will be of ? 9,96.50 Lakhs. The Company has fixed Monday, 6th July, 2026 as the Record Date for determining entitlement of Members to dividend for the financial year ended 31st March, 2026.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the General Reserves for the Financial Year ended 31st March, 2026.
As required by Section 45-IC of the RBI Act,1934, the Company maintains a reserve fund and transfers there a sum not less than twenty per cent of its net profit every year as disclosed in the Statement of profit and loss and before any dividend is declared.
DIRECTORS
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Shri D. K. Mantri (DIN: 00075664) is liable to retire by rotation at the ensuing 79th Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board commends the re-appointment of Shri Mantri as Director for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), are provided in the Notice of ensuing AGM.
On the recommendations of the Nomination and Remuneration Committee, the Board of Directors have appointed Shri Arun Laddha (DIN:0079406) as an Additional Director (Non-Executive Independent Director) of the Company with effect from 28th May, 2026 subject to the approval of the Shareholders at the ensuing AGM. In the opinion of the Board, Shri Laddha fulfills the conditions specified in the Companies Act, 2013 and rules made there under for his appointment as an Independent Director of the Company and is independent of the management. Shri Laddha is not debarred from holding the office of director by virtue of any SEBI order or of any other authority. Details of the proposal for the appointment of Shri Laddha as an Independent Director of the Company for a period of five
consecutive years are mentioned in the Notice convening the 79th AGM of the Company along with the Explanatory Statement as required under Section 102 of the Companies Act, 2013. The aforesaid appointments are appropriate and in the best interest of the Company.
PERFORMANCE EVALUATION
The Nomination, Remuneration and Compensation Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole.
The Nomination and Remuneration Committee of the Company accordingly evaluated the performance of all the individual Directors on various parameters such as level of participation of the Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge and expertise etc.
The Independent Directors of the Company also had a separate meeting on 7th February, 2026 to review the performance and evaluation of Non- Independent Directors and the Board as a whole.
The Board after taking into consideration the evaluation as done by the Nomination and Remuneration Committee and by the Independent Directors, carried out an annual evaluation of its own performance and that of its Committees and individual Directors. The overall outcome of such evaluation is that the Board, its Committees and all individual Directors have performed effectively and satisfactorily.
DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
CODE OF CONDUCT
All the Board Members and Key Management Personnel of the Company have affirmed compliance with the Code of Conduct applicable to the Board Members and Employees of the Company for the year 2025-26 and a declaration in this regard has been made by the Chief Executive Officer which forms a part of this Report as an Annexure.
BOARD AND COMMITTEE MEETINGS
During the year under review, five Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the attached Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that -
(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2026 and of the Profit of the Company for that period;
(iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting and other records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and have been operating effectively; and
(vi) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
CREDIT RATING
The details of ratings granted to the Company have been given in the Corporate Governance Report for the information of the shareholders.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS
There were no significant material orders passed by the Regulators/Courts/Tribunals impacting the going concern status of the Company and its future operations.
APPLICATION TO THE RESERVE BANK OF INDIA FOR CONVERSION OF THE COMPANY FROM NON-BANKING FINANCIAL COMPANY (NBFC-ICC) TO CORE INVESTMENT COMPANY (CIC)
During the year 2024-25 the Company has submitted an application with Reserve Bank of India for conversion of the Company from Non-Banking Financial Company to Core Investment Company. The Company's application to Reserve Bank of India ("RBI") has since been approved by RBI and the Company has received the fresh Certificate of Registration on conversion of the Company from Non-Banking Financial Company (NBFC-ICC) to Core Investment Company (CIC) with effect from 27th May, 2025.
COMPLIANCE OF RBI REGULATIONS / GUIDELINES / DIRECTIONS
Your Company is a non-deposit taking non-banking financial company registered with the Reserve Bank of India (RBI) as a Core Investment Company (CIC) and classified as NBFC - Middle Layer under the Reserve Bank of India (NonBanking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025.
The Company continues to comply with all the applicable regulations / guidelines / directions prescribed by the Reserve Bank of India ("RBI"), from time to time.
INTERNAL FINANCIAL CONTROL
The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The Company has in place adequate internal financial control system which ensures orderly and efficient conduct of its business, safeguarding of its assets and accuracy and completeness of accounting records, timely preparation of reliable financial information and various regulatory and statutory compliances.
The Internal Auditors reviews the efficiency and effectiveness of the aforesaid systems and procedures. The Internal Auditors submit their report periodically which is placed before and reviewed by the Audit Committee of the Company on quarterly basis.
CEO/CFO CERTIFICATION
As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certificate for the financial year 2025-26 has been submitted to the Board and a copy thereof is contained in the Annual Report.
LISTING OF EQUITY SHARES
The Equity shares of your Company are listed with the National Stock Exchange of India Limited and BSE Limited. The Commercial Papers and the Non-Convertible Debentures of the Company issued during the year under review are listed with BSE Limited.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2026, is available on the Company's website www.pilaniinvestment.com.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri R. P. Pansari, Chief Executive Officer, Shri J. K. Singhania, Chief Financial Officer and Shri R. S. Kashyap, Company Secretary.
There are no changes in the Key Managerial Personnel of your Company during the year under review.
Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2026 are mentioned in the Annual Return.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies Act, 2013 for the year ended 31st March 2026. However, the NIL disclosure in prescribed form AOC-2 as on 31st March, 2026 is attached and the same forms part of this Report.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is attached as a part of this Annual Report of the Company. A certificate from Statutory Auditors of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of the Committee. The Chief Executive Officer and the Chief Financial Officer are permanent invitees to the Audit Committee Meetings to give clarifications on accounts and related issues. The Board has accepted all the recommendations as and when forwarded by the Audit Committee.
The Company has in place a vigil mechanism viz. Whistle Blower Policy the details of which are available on the Company's website www.pilaniinvestment.com.
Other details relating to number of meetings, dates of such meetings and the attendance of each member etc. have been given separately in the attached Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming part of the Annual Report. The Company Secretary is acting as the Secretary of this Committee. The Committee had devised a policy named as "Nomination, Remuneration and Compensation
Policy" which has been duly approved by the Board and a copy of the same is available on the Company's website www.pilaniinvestment.com and is also attached as Annexure - A hereto and forms part of this Report.
Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The composition and terms of reference of the Corporate Social Responsibility Committee (CSR Committee) have been given in the Corporate Governance Report forming part of this Annual Report. The said Committee has devised a policy named as "Corporate Social Responsibility Policy" which has been duly approved by the Board and a copy of the same is available on the Company's website www.pilaniinvestment.com and is also attached as Annexure - B hereto and forms part of this Report.
Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.
The details of CSR expenditure in prescribed form are annexed as Annexure - C and forms part of this Report. DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company has adopted a Dividend Distribution Policy which can be accessed on the website of the Company www.pilaniinvestment.com.
SUBSIDIARIES/ASSOCIATE COMPANIES
The Company has two Subsidiaries and one Associate. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company's Subsidiaries/Associate in Form AOC-1 is attached with this Report.
RISK MANAGEMENT
The Company has in place a proper and efficient Risk Management Policy which identifies, evaluates and mitigates the potential business risks.
SECRETARIAL AUDIT
In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted for the Financial Year 2025-26 by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company Secretary. The Secretarial Auditor's Report is attached as Annexure - D and forms part of this Report.
STATUTORY AUDITORS
M/s. Maheshwari & Associates, Chartered Accountants, (ICAI Firm Registration No.: 311008E) and M/s. Agrawal Subodh & Co., Chartered Accountants, (ICAI Firm Registration No.: 319260E ) were appointed as the Joint Statutory Auditors of the Company from the conclusion of the 77th Annual General Meeting till conclusion of the 80th Annual General Meeting to be held in the year 2027.
During the year, the Joint Statutory Auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.
AUDITORS' REPORT/SECRETARIAL AUDITORS' REPORT
The observations made in the Auditors' Report/Secretarial Auditors' Report are self-explanatory and, therefore, do not call for any further explanation under Section 134 (3)(f)(i) of the Companies Act, 2013.
DETAILS OF FRAUD REPORTED BY AUDITORS
During the year under review, no frauds have been reported by the Joint Statutory Auditors and the Secretarial Auditor to the Audit Committee / Board, under Section 143(12) of the Act.
COST RECORDS AND COST AUDITORS
The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.
SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.
EMPLOYEES
Information required under Section 197 of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are as per Annexure - E attached hereto and forms part of this Report. Details as required under the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, will be made available to any member upon request, as per provisions of Section 136(1) of the Companies Act, 2013.
DEPOSITS
The Company has not accepted/accessed any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.
LOANS, GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Companies Act, 2013 pertaining to loans, guarantees and investment activities are not applicable to the Company since the Company is a Non-Banking Financial Company ("NBFC") registered as a Core Investment Company (CIC) with the Reserve Bank of India, whose principal business is acquisitions of securities and giving loans. However, details of loans granted in the form of Inter Corporate Deposits are covered in the Financial Statements. There are no guarantees issued, or securities provided by your Company.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared by the company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors' Report, form part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it relates to the Conservation of the Energy and Technology Absorption, is not applicable. No particulars with regard to Foreign Exchange Earnings and Outgo are required as the Company has no such transactions.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
The Company has zero tolerance for sexual harassment at workplace. Your Company has constituted Internal Complaints Committee as per the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at work place and its process ensures complete anonymity and confidentiality of information.
During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to providing a safe and conducive work environment to all its employees and associates.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unpaid/unclaimed dividend for the Financial Year 2017-18 has been transferred to the Investor Education and Protection Fund in compliance with the provisions of Section 124 and 125 of the Companies Act, 2013. In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 884 equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years.
FIXED DEPOSITS
The Company has not accepted any public deposits under the provisions of the Companies Act, 2013.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) is available as a separate section attached as Annexure - F, which forms part of this Report and also hosted on the Company's website www.pilaniinvestment.com.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report (MDA) for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure - G, which forms part of this Report.
APPRECIATION & ACKNOWLEDGEMENTS
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from Banks, Government Authorities and members during the year under review. The Board of Directors also wish to place on record their deep appreciation for the valuable services rendered and commitment displayed by the employees of the Company and look forward to their continued support in the future as well.
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