Notes to Accounts of Pioneer Investcorp Ltd.

Mar 31, 2018

Notes

1. Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking into account the organization structure as well as the differential risks and returns of these segments.

2 The Company has disclosed business segments as the primary segment.

3 Since the Company provides services in the same economic environment, there are no geographic segments.

4 Figures in Italics are previous year figures.

30. Related Parties Disclosures

Category I : Key Management Personnel & Relative of Directors Key Management Personnel

(1) Mr. Gaurang Gandhi - Managing Director

(2) Mr. Rakesh Bhatia - Chief Financial Officer

(3) Mr. Amit Chandra - Company Secretary

Relative of Directors

(1) Mr. Hemang Gandhi

(2) Mr. Ketan Gandhi

Category - II - Subsidiary Companies

(1) Infinity.com Financial Securities Ltd.

(2) Pioneer Commodity Intermediaries Pvt. Ltd.

(3) Pioneer Money Management Ltd.

(4) Pioneer Investment Advisory Services Ltd.

(5) Pioneer Wealth Management Services Ltd.

(6) Pioneer Fundinvest Pvt. Ltd.

Category - III - Entities under common control

(1) Futuristic Impex Pvt. Ltd.

(2) Pioneer Insurance & Reinsurance Brokers Pvt. Ltd.

(3) Sharp Point Motors & Automobiles Pvt. Ltd.

(4) Symbyosys Integrated Solutions Pvt. Ltd.

(5) Associated Capital Market Management Pvt. Ltd.

(6) Siddhi Portfolio Services Pvt. Ltd.

(7) L.Gordhandas & Co. Clearing Agent Pvt. Ltd.

(8) Benefit Realty Pvt. Ltd.

(9) Festive Multitrade Pvt. Ltd.

1. The Company has taken office premises on operating lease. Lease rents in respect of the same have been charged to Statement of Profit and Loss. The agreements are executed for a period ranging 1 to 3 years with a renewable clause. Some agreements have a clause for a minimum lock-in period. The agreements also have a clause for termination by either party giving a prior notice period between 30 to 90 days. The minimum Lease rentals outstanding as at March 31, 2018, are as under:

2. Provision for Income Tax has been made in the accounts as per the provisions of the Income Tax Act, 1961.

3. During the financial year 2017-18, the Company spent Rs 21,00,000 (previous year Rs. 7,00,000) as per section 135 of the Companies Act 2013 in respect of Corporate Social Responsibility.

4. The Company has not received any intimation from ''suppliers'' regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006

5. In the opinion of the Board of Directors and to the best of their knowledge adequate provisions has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary course of business.

6. The figures of the previous year are regrouped or reclassified, wherever necessary, to make them comparable with the figures of current year.

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Mar 31, 2016

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016

Category - III - Entities under common control

(1)	Pioneer Insurance & Reinsurance Brokers Pvt. Ltd
(2)	Sharp Point Motors & Automobiles Pvt. Ltd.
(3)	Symbyosys Integrated Solutions Pvt. Ltd.
(4)	Pioneer Fund Advisors Pvt. Ltd.
(5)	Siddhi Portfolio Services Pvt. Ltd.
(6)	L. Gordhandas & Co. Clearing Agent Pvt. Ltd.
(7)	Benefit Realty Pvt. Ltd.
(8)	Festive Multitrade Pvt. Ltd.
(9)	PINC Finsec Services Ltd.

Details of related party transaction carried out during the year ended 31st March, 2016

1. The Company has taken office premises on operating lease. Lease rents in respect of the same have been charged to Statement of Profit and Loss. The agreements are executed for a period ranging 1 to 3 years with a renewable clause. Some agreements have a clause for a minimum lock-in period. The agreements also have a clause for termination by either party giving a prior notice period between 30 to 90 days. The minimum Lease rentals outstanding as at March 31, 2016, are as under:

2. Provision for Income Tax has been made in the accounts as per the provisions of the Income Tax Act, 1961.

3. During the financial year 2015-16, the Company spent Rs 5,00,000 as per section 135 of the Companies Act 2013 in respect of Corporate Social Responsibility.

4. The Company has not received any intimation from ''suppliers'' regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure requirements in this regard as per Schedule VI of the Companies Act, 1956 have not been provided.

5. In the opinion of the Board of Directors and to the best of their knowledge adequate provisions has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary course of business.

6. The figures of the previous year are regrouped or reclassified, wherever necessary, to make them comparable with the figures of current year.

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Mar 31, 2015

1. SHARE CAPITAL

a) Rights attached to equity shares

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

b) Employee Stock Option Scheme-refer note 31

2. CONTINGENT LIABILITY

Corporate Guarantees given to banks for subsidiary for business purpose 382,500,000 382,500,000

3. SEGMENT REPORTING

As required by Accounting Standard (AS-17) issued by the Institute of Chartered Accountants of India, particulars regarding Company's operations predominately comprises of Investment Banking and Income from Shares and Securities. The Company does not have Secondary Segments.

4. EMPLOYEE BENEFIT

The Company has made provision for the following benefit plans as per Accounting Standard 15 (Revised 2005) "Employees Benefit"

5. The Company, under its various ESOP Plan/Schemes, has granted in aggregate 4,866,500 options, as on 31st March, 2015 (previous year 4,866,500).

Employee Stock option Reserve outstanding at the beginning of the year amounting to Rs. 657,485 (previous year 11,58,571) was reduced by Rs. 584,246 (previous year 501,086) on account of stock options forfeited/lapsed during the year.

6. Related Parties Disclosures

Category I : Key Management Personnel

(1) Mr. G. M. Gandhi - Managing Director

(2) Mr. Rakesh Bhatia - Chief Financial Officer

(3) Mr. Amit Chandra - Company Secretary

Category - II - Subsidiary Companies

(1) Infinity.com Financial Securities Ltd.

(2) Pioneer Commodity Intermediaries Pvt. Ltd.

(3) Pioneer Money Management Ltd.

(4) Pioneer Investment Advisory Services Ltd.

(5) Pioneer Wealth Management Services Ltd.

(6) Pioneer Fundinvest Pvt. Ltd.

Category - III - Entities under common control

(1) Pioneer Intermediaries Pvt. Ltd.

(2) Pioneer Insurance & Reinsurance Brokers Pvt. Ltd

(3) Sharp Point Motors & Automobiles Pvt. Ltd.

(4) Symbyosys Integrated Solutions Pvt. Ltd.

(5) Pioneer Fund Advisors Pvt. Ltd.

(6) Siddhi Portfolio Services Pvt. Ltd.

(7) L. Gordhandas & Co. Clearing Agent Pvt. Ltd.

(8) Benefit Realty Pvt. Ltd.

(9) Festive Multitrade Pvt. Ltd.

(10) PINC Finsec Ltd

7. Provision for Income Tax has been made in the accounts as per the provisions of the Income Tax Act, 1961.

8. The Company has not received any intimation from 'suppliers' regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure requirements in this regard have not been provided.

9. In the opinion of the Board of Directors and to the best of their knowledge adequate provisions has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary course of business.

10. The figures of the previous year are regrouped or reclassified, wherever necessary, to make them comparable with the figures of current year.

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Mar 31, 2013

1. The Company, under its various ESOP Plan/Schemes, has granted in aggregate 4,866,500 options, as on 31st March, 2013 (previous year 4,866,500).

Employee Stock option Reserve outstanding at the beginning of the year amounting to Rs. 1,271,971 (previous year 1,442,071) was reduced by Rs. 113,400 (previous year 170,100) on account of stock options forfeited/lapsed during the year.

2. Related Parties Disclosures

Category I : Key Management Personnel

(1) Mr. G. M. Gandhi - Managing Director

(2) Mr. Rakesh Bhatia - Chief Financial Officer

Category – II – Subsidiary Companies

(1) Infinity.com Financial Securities Ltd.

(2) Pioneer Commodity Intermediaries Pvt. Ltd.

(3) Pioneer Money Management Ltd.

(4) Pioneer Investment Advisory Services Ltd.

(5) Pioneer Wealth Management Services Ltd.

(6) PINC Fund Advisors LLC (incorporated in Mauritius)

(7) Pioneer Fundinvest Pvt. Ltd.

(8) PINC Energy Resources Private Limited (disposed off during the year)

Category – III –Entities under common control

(1) Pioneer Intermediaries Pvt. Ltd.

(2) Pioneer Insurance & Reinsurance Brokers Pvt. Ltd

(3) Sharp Point Motors & Automobiles Pvt. Ltd.

(4) Symbyosys Integrated Solutions Pvt. Ltd.

(5) Pioneer Fund Advisors Pvt. Ltd.

(6) Siddhi Portfolio Services Pvt. Ltd.

(7) L.Gordhandas & Co. Clearing Agent Pvt. Ltd.

(8) Benefit Realty Pvt. Ltd.

(9) Festive Multitrade Pvt. Ltd.

3. The Company has taken office premises on operating lease. Lease rents in respect of the same have been charged to Statement of Profit and Loss. The agreements are executed for a period ranging 1 to 3 years with a renewable clause. Some agreements have a clause for a minimum lock-in period. The agreements also have a clause for termination by either party giving a prior notice period between 30 to 90 days. The minimum Lease rentals outstanding as at March 31, 2013, are as under:

4. Provision for Income Tax has been made inthe accounts as per the provisionsof the Income Tax Act, 1961.

5. The Company has not received any intimation from ''suppliers'' regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure requirements in this regard as per Schedule VI ofthe Companies Act, 1956 have not been provided.

6. Inthe opinionof the Boardof Directors andto the bestof their knowledge adequate provisions has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary courseof business.

7. The figures of the previous year are regrouped or reclassified, wherever necessary, to make them comparable with the figures of current year.

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Mar 31, 2012

1. During the year, the Company has formulated a new Employee Stock Option Scheme 2010, under the nomenclature of "Pioneer Investcorp Limited Equity Option Scheme 2010", pursuant to the SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 and pursuant to provisions of Section 81(1A) and other applicable provisions of the Companies Act, 1956. As per the Scheme, the Company has adopted granting of 20,00,000 options to the employees of the Group, exercisable into 20,00,000 equity shares of a face value ofRs. 10 per share, of the Company, at the market rate on the day prior to the day of granting, that vests in a graded manner.

The Company, under its various ESOP Plan/Schemes, has granted in aggregate 48,66,500 options, as on 31st March, 2012 (previous year 25,06,500).

Employee Stock option Reserve outstanding at the beginning of the year amounting to Rs. 14,42,071 (previous year 18,97,324)was reduced proportionately by Rs. Nil (previous year 3,22,953) on account of Share issued on the exercise of stock options and by Rs. 1,70,100 (previous year 1,32,300) on account of stock options forfeited/lapsed during the year.

2. Related Parties Disclosures

Category I : Key Management Personnel

(1) Mr. G. M. Gandhi - Managing Director

(2) Mr. Rakesh Bhatia-Chief Financial Officer

Category - II - Subsidiary Companies

(1) Infinity.com Financial Securities Ltd.

(2) Pioneer Commodity Intermediaries Pvt. Ltd.

(3) Pioneer Money Management Ltd.

(4) Pioneer Investment Advisory Services Ltd.

(5) Pioneer Wealth Management Services Ltd.

(6) PINC Fund Advisors LLC (incorporated in Mauritius)

(7) Pioneer Fundinvest Pvt. Ltd.

(8) PINC Energy Resources Pvt. Ltd.

(9) PINC International (Singapore) Pte. Limited (Ceased to be subsidiary)

Category - III -Entities under common control

(1) Pioneer Intermediaries Pvt. Ltd.

(2) Pioneer Insurance & Reinsurance Brokers Pvt. Ltd

(3) Sharp Point Motors & Automobiles Pvt. Ltd.

(4) Symbyosys Integrated Solutions Pvt. Ltd.

(5) Pioneer Fund Advisors Pvt. Ltd.

(6) Siddhi Portfolio Services Pvt. Ltd.

(7) L.Gordhandas & Co. Clearing Agent Pvt. Ltd.

(8) Benefit Realty Pvt. Ltd.

(9) Festive Multitrade Pvt. Ltd.

3. Provision for Income Tax has been made in the accounts as per the provisions of the Income Tax Act, 1961.

4. The Company has not received any intimation from 'suppliers' regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure requirements in this regard as per Schedule VI of the Companies Act, 1956 have not been provided.

5. In the opinion of the Board of Directors and to the best of their knowledge adequate provisions has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary course of business.

6. The figures of the previous year are regrouped or reclassified, wherever necessary, to make them comparable with the figures of current year.

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Mar 31, 2011

1. The Company, under its various ESOP Schemes, has granted in aggregate 2506500 options, as on 31st March, 2011 (previous year 2506500).

Employee Stock option Reserve outstanding at the beginning of the year amounting to Rs. 1,897,324 (previous year Rs. 4,673,970)was reduced proportionately by Rs. 322,953 (previous year Rs.1,891,890) on account of Share issued on the exercise of stock options and by Rs. 132,300 (previous year Rs. 884,756) on account of stock options forfeited/lapsed during the year.

Year Ended Year Ended

31/03/2011 31/03/2010

2. Contingent Liabilities on account of: Counter guarantees given to banks 300,000,000 200,000,000

3. Related Party Disclosures

Persons constituting group within the definition of "group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969, for the purpose of Regulation 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, include the following:

Category I : Key Management Personnel

1) Mr. G. M. Gandhi - Managing Director

2) Mr. R. M. Bhatia - Chief Financial Officer

Category - II - Subsidiary Companies

1) Infinity.com Financial Securities Ltd.

2) Pioneer Commodity Intermediaries Pvt. Ltd.

3) Pioneer Money Management Ltd.

4) Pioneer Investment Advisory Services Ltd.

5) Pioneer Wealth Management Services Ltd.

6) PINC Fund Advisors LLC (incorporated in Mauritius)

7) Pioneer Fundinvest Pvt. Ltd.

8) PINC International (Singapore) Pte Ltd. (incorporated in Singapore)

Category – III –Entities under common control

1) Pioneer Intermediaries Pvt. Ltd.

2) Pioneer Insurance & Reinsurance Brokers Pvt. Ltd.

3) Sharppoint Motors & Automobiles Pvt. Ltd.

4) Symbyosys Integrated Solutions Pvt. Ltd.

5) Pioneer Fund Advisors Pvt. Ltd.

6) Siddhi Portfolio Services Pvt. Ltd.

7) PINC Energy Resources Pvt. Ltd.

8) L.Gordhandas & Co. Clearing Agent Pvt. Ltd.

9) Benefit Realty Pvt. Ltd.

10) Festive Multitrade Pvt. Ltd.

4. In accordance with the Accounting Standard 22 "Accounting for taxes on income" (AS 22) issued by the ICAI, the Company has accounted for deferred taxes during the year. Following are the major components of deferred tax (assets)/liabilities

5. Provision for Income Tax has been made in the accounts as per the provisions of the Income Tax Act, 1961.

6. The Company has not received any intimation from 'suppliers' regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure requirements in this regard as per Schedule VI of the Companies Act, 195 have not been provided.

7. In the opinion of the Board of Directors and to the best of their knowledge adequate provisions has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary course of business.

8. The figures of the previous year are regrouped or reclassified, wherever necessary, to make them comparable with the figures of current year.

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Mar 31, 2010

1. The initial Application money of Rs 945.00 Lacs, received on 15 Lacs warrants issued in 2008-09, to the promoterof the Company, stands forfeited as perthe terms and conditions of the issue, due to non-exercise of conversion option of the warrants, consequently the amount received on warrant application money has been transferred to capital reserve.

2. During the year, the company has written off an advance of Rs.4,600,000 being initial application money paid forthe subscription of 1,000,000 warrants on preferential basis of Arihant Foundations & Housing Ltd. As the company has not exercised the conversion option forthe warrants, with in the stipulated period, the said amount stands forfeited as perthetermsof the issue.

3. Disclosure as perthe clause 32 of the Listing Agreement.

Loans and Advances in the nature of advances given to Subsidiaries are given below. The previous year figures are shown in brackets.

4. The Company, under its various ESOP Schemes, has granted in aggregate 2,506,500 options, as on 31st March, 2010(previous year 2,506,500).

Employee Stock option Reserve outstanding at the beginning of the year amounting to Rs.4,673,970/- (previousyear Rs.7,596,382/-) was reduced proportionately by Rs.1,891,890/- (previousyear Rs.66,150/-) on account of Share issued on the exercise of stock options and by Rs.884,756/- (previous year Rs.2,856,262/-) on account of stock options forfeited/lapsed during theyear.

The detailsof outstanding options are as under:

5. Related Party Disclosures Category

I : Key Management Personnel

1) Mr. G. M. Gandhi - Managing Director

2) Mr. Rakesh Bhatia - Chief Financial Officer

Category - II - Subsidiary Companies

1) lnfinity.com Financial Securities Ltd.

2) Pioneer Commodity Intermediaries Pvt. Ltd.

3) Pioneer Money Management Ltd.

4) Pioneer Investment Advisory Services Ltd.

5) Pioneer Wealth Management Services Ltd.

6) PINC Fund Advisors LLC (incorporated in Mauritius)

7) Pioneer Fund Invest Pvt. Ltd.

Category - III - Other related Companies/Companies under same group

1) Pioneer Intermediaries Pvt. Ltd.

2) Pioneer Insurance & Reinsurance Brokers Pvt. Ltd.

3) Sharp Point Motors & Automobiles Pvt. Ltd.

4) Symbyosys Integrated Solutions Pvt. Ltd.

5) Pioneer Fund Advisors Pvt. Ltd.

6) Siddhi Portfolio Services Pvt. Ltd.

7) PINC Energy Resources Pvt. Ltd.

8) L.Gordhandas & Co. Clearing Agent Pvt. Ltd.

Notes:

1) Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking into accountthe organization structure as well as the differential risks and returns of these segments,

2) The Company has disclosed business segments asthe primary segment.

3) Since the Company provides services in the same economic environment, there are no geographic segments.

4) Figures in Italics are previous year figures.

6. In accordance with the Accounting Standard 22 "Accounting for taxes on income" (AS 22) issued by the ICAI, the Company has accounted for deferred taxes during the year. Following are the major components of deferred tax (assets)/! iabi I ities

7. Provision for I ncome tax has been made in the accounts as perthe provisions of the I ncome tax Act, 1961.

8. There are no dues outstanding to micro and small enterprises under the Micro, Small and Medium Enterprises Development Act.

9. In the opinion of the Board of Directors and to the best of their knowledge adequate provisions has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary course of business.

10. The figures of the previous year are regrouped or reclassified, wherever necessary, to make them comparable with the figures of current year.