Share Wealth

Year End :2024-03

The Directors have pleasure in presenting the 77^th Annual Report on the business and operations of Piramal Enterprises Limited ('the Company' or 'PEL') along with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

(Rs. in Crores)
Particulars	Consolidated		Standalone
	FY2024	FY2023	FY2024	FY2023
Total Income	10,178.36	9,086.74	3,825.21	4,837.13
Less: Total Expenses	(11,523.90)	(11,551.08)	(2,923.47)	(2,438.45)
Profit / Loss before exceptional items and tax	(1,345.54)	(2,464.34)	901.74	2,398.68
Exceptional Items	(2,086.59 )	7,975.89	(365.00)	11,821.85
Profit Before Tax	(3,432.13)	5,511.55	536.74	14,220.53
Less: Tax Expense	(1,594.87)	(4,068.42)	62.69	(112.77)
Profit / (Loss) after tax	(1,837.26)	9,579.97	474.05	14,333.30
Add: Share in Profit of associates and joint ventures	153.73	388.61	-	-
Profit / (Loss) for the year	(1,683.53)	9,968.58	474.05	14,333.30
Add: Retained Earnings as at the beginning of the year	15,640.09	16,334.02	3,491.65	3,680.91
Add: Other Comprehensive Income on defined benefit plans and share of profits from joint ventures	66.81	(69.26)	(2.38)	1.32
Retained Earnings before appropriations	14,023.37	26,233.34	3,963.32	18,015.53
Appropriations:
Less: Transfer to Reserve Fund u/s 45-IC (1) of the Reserve Bank of India Act, 1934	(94.81)	(484.27)	(94.81)	(484.27)
Add / (Less) : Realised income / (loss) transferred to Retained Earnings	(394.16)	488.29	(328.97)	488.29
Less: Dividend paid	(739.86)	(787.59)	(739.86)	(787.59)
Less: Adjustments of reserves on account of payables to shareholders as per composite scheme of arrangement	-	(9,811.68)	-	(13,742.31)
Add: Transfer from Debenture Redemption Reserve	-	2.00	-	2.00
Retained earnings as at the end of the year	12,794.54	15,640.09	2,799.68	3,491.65

DIVIDEND

The Board has recommended a dividend of ' 10 (Rupees Ten only) i.e. @ 500 % per equity share of the face value of ' 2 each for the financial year ended March 31, 2024.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at https://www.piramalenterprises.com/corporate-governance.

The dividend declared by the Company for the financial year ended March 31, 2024 is in compliance with the Dividend Distribution Policy of the Company.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the Company's business.

The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at https://www. piramalenterprises.com/financial-reports.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2024

Sale of direct investment in Shriram Finance Limited

In June 2023, the Company sold its entire direct investment of 8.34% in Shriram Finance Limited to third party investors, on the floor of the stock exchange.

Buyback of Equity Shares

The Board of Directors of the Company ('Board') at its meeting held on July 28, 2023 approved buyback of up to 1,40,00,000 equity shares of ' 2/- each fully paid-up, representing up to 5.87% of the total paid-up equity shares of the Company, at a price of ' 1,250/- per equity shares, aggregating to ' 1,750 crores, being 9.15% and 6.72% of the aggregate of the fully paid-up equity share capital and free reserves of the Company as per the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023, respectively, under the Board approval route as per the provisions of the Act and Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (the 'Buyback Regulations') from the members of the Company, under the tender offer route.

Accordingly, after extinguishment of 1,40,00,000 equity shares bought back, the issued share capital of the Company stood at ' 44,93,76,546 consisting of 22,46,88,273 equity shares of ' 2 each and subscribed and paid up share capital of the Company stood at ' 44,93,27,400 consisting of 22,46,63,700 equity shares of face value of ' 2 each fully paid.

Issuance of Non-Convertible Debentures by way of Public Issue

The Company filed Shelf Prospectus for its inaugural public issue of Secured, Rated, Listed, Redeemable Non-Convertible Debentures ('NCDs') of face value of ? 1,000 each aggregating upto ? 3,000 crore. In the Tranche I Issue, the Company successfully raised ? 532.90 crore and the NCDs were listed on BSE Limited and National Stock Exchange of India Limited.

Divestment of stake in Shriram Investment Holdings Private Limited (formerly known as Shriram Investment Holdings Limited)

In January 2024, an agreement was executed by the Company to sell its entire direct investment of 20% of the fully paid-up equity share capital held in Shriram Investment Holdings Private Limited (formerly known as Shriram Investment Holdings Limited) to Shriram Ownership Trust, for a consideration of ' 1,440 crores and the transaction was completed on March 26, 2024.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

Composite Scheme of Arrangement amongst the Company, Piramal Capital & Housing Finance Limited ('PCHFL') and their respective shareholders and creditors

The Board at its meeting held on May 8, 2024 approved a composite scheme of arrangement amongst the Company ('PEL'), PCHFL (the wholly owned subsidiary of the Company) and their respective shareholders and creditors under Sections 230 to 232 read with Section 52, Section 66 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder ('Scheme').

The Scheme, inter alia, provides for (i) the amalgamation of PEL with PCHFL, (ii) adjustment of debit balance of amalgamation adjustment reserve account in the books of PCHFL, and (iii) various other matters consequential or otherwise integrally connected therewith.

Upon the Scheme becoming effective, in consideration for the amalgamation of PEL with PCHFL, PCHFL shall issue shares to the shareholders of PEL in the manner set out in the Scheme:

a. For every 1 equity share having face value of ' 2 of PEL, 1 equity share having face value of ' 2 of PCHFL shall be allotted to the shareholders of PEL; and

b. Subject to receipt of approval from the RBI, for every 1 equity share having face value of ' 2 of PEL, 1 issuance of non-convertible non-cumulative non-participating redeemable preference shares having face value of ' 67 of PCHFL shall be allotted to the shareholders of PEL.

The Scheme is, inter alia, subject to sanction of the jurisdictional National Company Law Tribunal ('NCLT') and receipt of necessary approvals from the National Stock Exchange of India Limited, BSE Limited, SEBI, RBI, shareholders and creditors, as may be directed by the NCLT and such other regulatory/ governmental authorities or person, as may be applicable.

OPERATIONS REVIEW

Standalone

Total income on a standalone basis for FY 2024, decreased by 20.92 % to ' 3,825.21 crores as compared to ' 4,837.13 crores in FY 2023. Earnings before interest, taxes, depreciation and amortization ('EBITDA') for FY 2024 on a standalone basis decreased by 26.07 % to ' 2,330.08 crores as compared to ' 3,151.54 crores in FY 2023. Net Profit for the year after exceptional items and taxes was ' 474.05 crores as compared to ' 14,333.30 crores in FY 2023. Basic and diluted earnings per share was ' 20.50 and '20.35, respectively, for the year as compared to ' 600.56 and ' 598.58 per share, respectively, during the previous year.

Consolidated

The Company's consolidated income increased by 12.01% to ' 10,178.36 crores in FY 2024 as compared to ' 9,086.74 crores in FY 2023. EBITDA for FY 2024 on a consolidated basis from operations increased by 128.50% to ' 3,883.86 crores as compared to ' 1,699.72

crores in FY 2023. Net loss for the year after exceptional items and taxes was ' 1,683.53 crores as compared to net profit for the year after exceptional items and taxes of ' 9,968.58 crores in FY 2023. Basic and diluted earnings per share was (' 72.82) per share each, respectively for the year, as compared to ' 417.68 and ' 416.30 per share, respectively, during the previous year.

A detailed discussion on operations for the year ended March 31, 2024 is provided in the Company Overview which is presented in a separate section forming part of this Annual Report.

SUBSIDIARY COMPANIES

Piramal Capital & Housing Finance Limited [Consolidated]

Piramal Capital & Housing Finance Limited (Consolidated) includes financials of:

i. DHFL Investments Limited

ii. DHFL Advisory & Investments Private Limited

iii. DHFL Holdings Limited

iv. Piramal Payments Services Limited

v. Piramal Finance Sales and Services Private Limited

vi. Piramal Agastya Offices Private Limited (formerly known as 'PRL Agastya Private Limited')

vii. DHFL Venture Trustee Company Limited

viii. Pramerica Life Insurance Limited

Consolidated income for FY 2024 was at ' 6,769.26 crores. Consolidated loss before tax and after exceptional items for the year was at ' 3,615.63 crores. Piramal Capital & Housing Finance Limited (Consolidated) reported a net loss of ' 1,975.28 crores for the year.

Piramal Fund Management Private Limited [Consolidated]

Piramal Fund Management Private Limited (Consolidated) includes financials of Indiareit Investment Management Co., Piramal Asset Management Private Limited (Singapore) & Asset Resurgence Mauritius Manager. The total income for FY 2024 was at ' 6.21 crores. Loss before tax and after exceptional items for the year was at ' 279.85 crores. Piramal Fund Management Private Limited (Consolidated) reported a net loss of ' 279.88 crores for the year.

Piramal Securities Limited

Income for FY 2024 was at ' 1.15 crores. Profit before depreciation and tax for the year was at ' 1.11 crores. Piramal Securities Limited reported a net profit of ' 0.84 crores for the year.

Viridis Infrastructure Investment Managers Private Limited

Viridis Infrastructure Investment Managers Private Limited reported negligible loss for FY 2024.

Piramal Corporate Tower Private Limited (formerly known as Piramal Consumer Products Private Limited)

The total income for FY 2024 amounted to ' 22.90 crores. Profit before interest, depreciation and tax for the year was at ' 18.44 crores. It reported a net loss of ' 1.87 crores for the year.

Piramal Systems & Technologies Private Limited [Consolidated]

Piramal Systems & Technologies Private Limited (Consolidated) includes financials of Piramal Technologies SA. Total income for FY 2024 amounted to ' 0.05 crores. Loss before tax for the year was at ' 0.28 crores. Piramal Systems & Technologies Private Limited (Consolidated) reported a net loss of ' 0.25 crores for the year.

PEL Finhold Private Limited

The Company recorded total income of ' 0.06 crores for FY 2024. PEL Finhold Private Limited reported a negligible net loss for the year.

Piramal Alternatives Private Limited

The total income for FY 2024 was at ' 14.45 crores. Loss before depreciation and tax for the year was at ' 37.56 crores. Piramal Alternatives Private Limited reported a net loss of ' 38.52 crores for the year.

Piramal Investment Advisory Services Private Limited

The total income for FY 2024 was at '0.90 crores. Profit before depreciation and tax for the year was at ' 0.59 crores. Piramal Investment Advisory Services Private Limited reported a net profit of ' 0.38 crores for the year.

JOINT VENTURES AND ASSOCIATE COMPANIES

Investment in joint ventures and associates are accounted for using the equity method of accounting. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Company's share of post-acquisition profits or losses and other comprehensive income of joint ventures and associates. Dividends received or receivable from associates or joint ventures are recognised as a reduction in the carrying amount of the investment.

India Resurgence ARC Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments (a company existing under the laws of the Republic of Mauritius). Share of profit of India Resurgence ARC Private Limited considered in consolidation for FY 2024 amounts to ' 0.79 crores.

India Resurgence Asset Management Business Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments. Share of profit of India Resurgence Asset Management Business Private Limited considered in consolidation for FY 2024 amounts to ' 8.93 crores.

DEPOSITS FROM PUBLIC

The Company being a non-deposit taking Non-Banking Financial Company ('NBFC'), has not accepted any deposits from the public during the year under review.

STATUTORY AUDITORS AND AUDITORS' REPORT

The Joint Statutory Auditors' Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2024. The notes on financial statements referred to in the Joint Statutory Auditors' Report are self-explanatory and do not call for any further comments.

In terms of the provisions of Sections 139 and 142 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and the RBI Guidelines, Suresh Surana & Associates LLP, Chartered Accountants (Firm Registration No. 121750W/W-100010) and Bagaria & Co LLP, Chartered Accountants (Firm Registration No.: 113447W/W-100019), were appointed by the Members as the joint statutory auditor of the Company, at the Annual General Meeting ('AGM') held on July 29, 2022 and by way of Postal Ballot on December 11, 2022, respectively, for a term of 3 (three) consecutive years to hold office until the conclusion of the 78^th AGM of the Company to be held in the calendar year 2025.

The Joint Statutory Auditors has furnished a certificate of their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as Statutory Auditors of the Company for the financial year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility ('CSR') containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out under Annexure B of this Report. For other details regarding the CSR Committee, please refer to the Report on Corporate Governance, which is a part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given as Annexure C to this Report.

ANNUAL RETURN

The Annual Return as on March 31, 2024 is available on the website of the Company at https://www.piramalenterprises.com/financial-reports.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment

The Board, based on the recommendation of Nomination and Remuneration Committee ('NRC') approved appointment of Mr. Asheet Mehta (DIN: 10648593) as an Additional Director, designated as an Independent Director, not liable to retire by rotation, for a term of five consecutive years, subject to the approval of the shareholders.

Cessation

Mr. Subramanian Ramadorai (DIN - 00000002) completed his second consecutive term as an Independent Director of the Company on March 31, 2024 and accordingly ceased to be an Independent Director of the

Company. The Board places on record its appreciation and gratitude for Mr. Ramadorai's contribution during his association with the Company.

Retirement by rotation

In line with the provisions of the Act and the Articles of Association of the Company, Mr. Anand Piramal (DIN: 00286085), Non-Executive Director of the Company retires by rotation at the ensuing 77^th AGM and being eligible, offers himself for re-appointment.

Declaration by Independent Directors

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

Fit and Proper and Non-Disqualification Declaration by Directors

All the Directors of the Company have confirmed that they satisfy the "fit and proper" criteria as prescribed by RBI, and that they are not disqualified from being appointed/continuing as Director in terms of Section 164(1) and (2) of the Act.

Key Managerial Personnel

The Key Managerial Personnel ('KMP') of the Company as on March 31, 2024 in terms of Section 203 of the Act were as follows:

Name	Designation
Mr. Ajay G. Piramal	Chairman and Executive Director
Dr. (Mrs.) Swati A. Piramal	Vice-Chairperson and Executive Director
Mrs. Upma Goel	Chief Financial Officer
Mr. Bipin Singh	Company Secretary

There has been no change in the KMP of the Company during the year.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its own performance, its Committees and individual directors. The criteria for performance evaluation of the Board included aspects such as board composition and structure, effectiveness of board processes, contribution etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee Meetings, etc. The performance evaluation of individual directors (except for Executive Directors) is on the basis of criteria such as attendance at meetings, contribution at meetings like preparedness on the matters to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The above criteria are broadly based on

the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas.

The NRC reviewed the performance of the Board, its Committees and the individual directors and the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

A report consolidating the responses to the questionnaire is generated/ prepared by the Chairman of the NRC, who summarizes to the Board, the collective impression of the directors on the functioning of the Board, its Committees and individual directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, six Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics.

The details of establishment of Vigil Mechanism/Whistle Blower Policy are available on the website of the Company at https://www. piramalenterprises.com/corporate-governance.

AUDIT COMMITTEE

The Audit Committee comprised of three members as at March 31, 2024, which was as follows:

Name	Category
Mr. Rajiv Mehrishi - Chairman	Non-Executive, Independent
Mr. Gautam Doshi	Non-Executive, Independent
Mr. Puneet Dalmia	Non-Executive, Independent

Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Board has approved a Nomination Policy, which lays down a framework for selection and appointment of Directors and Senior

Management and for determining qualifications, positive attributes and independence of directors.

The Board has also approved a Remuneration Policy with regard to remuneration payable to Directors, Senior Management and other Employees.

The Nomination Policy and the Remuneration Policy are given in Annexure D to this Report and are available on the website of the Company at https://www.piramalenterprises.com/corporate-governance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being an NBFC registered with RBI and engaged in the business of giving loans in ordinary course of its business, is exempted from the disclosures regarding particulars of loans made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Act.

The details with regards to the investments made by the Company, are given in Note no. 6 of the standalone financial statements, forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the year, all contracts/arrangements/transactions entered into by the Company with related parties were in ordinary course of business and on an arms' length basis. There were no material related party transactions by the Company during the year. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

Prior omnibus approval of the Audit Committee is obtained before the beginning of a financial year, for the transactions which are planned, foreseeable or repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis. Further, the approval is sought during the year for any new transaction/modification to the previously approved limits with the related parties.

The details of the related party transactions as per Ind AS-24 on Related Party Disclosures are set out in Note no. 37 to the standalone financial statements of the Company.

The Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at https://www.piramalenterprises.com/corporate-governance.

MANAGERIAL REMUNERATION

A) Remuneration to Directors and KMP

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY 2024 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2024 are as under:

Sr. No.	Name of Director /KMP and Designation	Remuneration of Director/ KMP for FY 2024 (' in lakh)	% increase / decrease in remuneration in FY 2024	Ratio of remuneration of each Whole - Time Director to median remuneration of employees
1.	Mr. Ajay G. Piramal* Chairman	1,095.06	N.A.	39
2.	Dr. (Mrs.) Swati A. Piramal* Vice- Chairperson	544.23	N.A.	20
3.	Ms. Nandini Piramal Non- Executive Director	N.A.	N.A.	N.A.
4.	Mr. Vijay Shah Non- Executive Director	N.A.	N.A.	N.A.
5.	Mr. Anand Piramal Non- Executive Director	N.A.	N.A.	N.A.
6.	Mr. S. Ramadorai# Independent Director	45.50	N.A.	N.A.
7.	Mr. Suhail Nathani Independent Director	45.50	N.A.	N.A.
8.	Mr. Kunal Bahl Independent Director	46.50	N.A.	N.A.
9.	Ms. Anjali Bansal Independent Director	45.50	N.A.	N.A.
10.	Mr. Puneet Yadu Dalmia Independent Director	46.50	N.A.	N.A.
11.	Ms. Anita George Independent Director	44.50	N.A.	N.A.
12.	Ms. Shikha Sharma Non-Executive Director	45.50	N.A.	N.A.
13.	Mr. Rajiv Mehrishi Independent Director	43.00	N.A.	N.A.
14.	Mr. Gautam Doshi Independent Director	29.00	N.A.	N.A.
15.	Mrs. Upma Goel@ Chief Financial Officer	174.20	N.A.	N.A.
16.	Mr. Bipin Singh	156.63	1.47	N.A.

Notes:

1. Non-Executive Directors are entitled to sitting fees and commission as per the statutory provisions and within the limits approved by shareholders. Remuneration details for Non-Executive Directors in the above table, is comprised of sitting fees and commission. Details in the corresponding columns are applicable for Whole-Time Directors and KMPs.

2. During the FY 2023-24, Mrs. Upma Goel and Mr. Bipin Singh did not exercise ESOPs under the Company's ESOP Scheme.

3. Mr. Anand Piramal, Ms. Nandini Piramal and Mr. Vijay Shah, Non-Executive Directors do not receive any sitting fees or any other remuneration and hence, the percentage change in remuneration and ratio to median remuneration of employees is not applicable.

4. Remuneration details have been provided on the basis of remuneration, commission paid during the FY 2023-24 and sitting fees for meetings attended during the FY 2023-24.

’Considering the macroeconomic scenario and business performance for FY 2022-23, the Promoter Executive Directors i.e. Mr. Ajay G.

Piramal and Dr. (Mrs.) Swati A. Piramal, had decided to forego their remuneration for the financial year ended March 31, 2023, hence

the percentage change in their remuneration is not reported.

#Ceased to be an Independent Director of the Company upon completion of his second consecutive tenure on March 31, 2024.

@Since Mrs. Upma Goel was associated for the part of FY 2022-23, percentage change in remuneration is not reported.

ii. The median remuneration of employees of the Company during FY 2024 was ' 23,00,004;

iii. In the financial year, there was 7 % decrease in the median remuneration of employees;

iv. There were 219 permanent employees on the rolls of the Company as on March 31, 2024;

v. Average percentage increase made in the salaries of employees other than the managerial personnel during FY 2024 was 10%. As regards, comparison of Managerial Remuneration of FY 2024 over FY 2023, details of the same are given in the above table at Sr. No. (i);

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Senior Management and other Employees.

B) Employee Particulars

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this Report is being sent to the Members excluding the said statement. In terms of Section 136 of the Act, the said statement will be open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

Requisite details relating to ESOPs are available on the Company's website at https://www.piramalenterprises.com/shareholder-information.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Company has appointed N.L Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure E and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the requirements of the Listing Regulations, Piramal Capital & Housing Finance Limited, the material subsidiary of the Company has undertaken secretarial audit for the financial year 2023-24. The Secretarial Audit Report of the material subsidiary does not contain any qualification, reservation, adverse remark and is available on the Company's website and is attached Annexure E1 to this Report.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from N.L Bhatia & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure F to this Report.

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite certificate from N.L Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto as Annexure G to this Report.

RISK MANAGEMENT FRAMEWORK

The Company has a Risk Management framework to identify, measure, manage and mitigate business and opportunities. This framework seeks to create transparency, minimise adverse impact on the business strategy and enhance the Company's competitive advantage. This risk framework thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level.

The Company also has a well-defined Fraud Risk Management framework and the Fraud Risk Management Committee comprising of top management representatives oversees the matters related to fraud risk.

Further information on risk management framework is provided under Company Overview which is presented in a separate section forming part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

The Directors confirm to the best of their knowledge and ability, that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual financial statements on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ASSET LIABILITY MANAGEMENT ('ALM')

The Company had a total borrowing of ' 7,871.04 crores on March 31, 2024. The Company has a Asset Liability Management Committee and meetings are held as and when required and it continuously monitors asset-liability mismatches to ensure that there are no imbalances on either side of the balance sheet. The ALM position of the Company is based on the maturity buckets as per the guidelines issued by RBI, from time to time.

COST AUDIT

The provision of Section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for FY 2023-24 as required under Listing Regulations is enclosed with this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust Policy on Prevention of Sexual Harassment ('Policy') at workplace which is in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act'). The Company has complied with provisions relating to the constitution of Internal Complaints Committee ('ICC') under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. ICC has its presence at corporate offices as well as at site locations.

The Policy is gender neutral. During the year under review, no complaints with allegation of sexual harassment was filed with ICC under the provisions of POSH Act.

RBI COMPLIANCES

The Company continues to comply with all the applicable regulations, guidelines, etc. prescribed by RBI, from time to time.

The Company always strives to operate in compliance with applicable RBI guidelines and regulations and employs its best efforts towards achieving the same.

OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items, during the year under review:

1. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise were issued;

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

3. None of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act; and

4. Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

ACKNOWLEDGEMENT

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates, members and other stakeholders for their continued support to the Company.