Directors Report of Premier Energies Ltd.

Mar 31, 2025

We are pleased to present the 30^th Annual Report and Audited Financial Statements (Standalone & Consolidated) of Premier Energies
Limited (“PEL" or the “Company") for the Financial Year ended March 31, 2025.

1. Company Overview and Financial Performance:

1.1 Financial Performance Summary

n f	Standalone		Consolidated
	FY 2024-25	FY 2023-24 ¦	FY 2024-25	FY 2023-24
Revenue from Operations	9,890.66	10,502.54	65,187.45	31,437.93
Other Income	893.60	245.39	1,333.41	275.18
Profit before Depreciation, Finance Costs, Exceptional Items and Tax	1,616.52	359.05	19,142.16	5,053.18
Less: Depreciation / Amortisation / Impairment	168.95	117.74	4,975.19	960.93
Profit before Finance Costs, Exceptional Items and Tax	1,447.57	241.31	14,166.97	4,092.25
Less: Finance Costs	47.35	149.69	1,774.46	1,211.76
Profit before Exceptional Items and Tax	1,400.22	91.62	12,392.51	2,880.49
Add/ (Less): Exceptional Items - - - -
Profit before Tax	1,400.22	91.62	12,392.51	2,880.49
Less: Tax Expense (Current & Deferred)	308.61	21.54	3,028.35	580.12
Profit for the Year (1)	1,091.61	70.08	9,371.32	2,313.60
Other Comprehensive Income/(Loss) (2)	(6.04)	8.81	(17.55)	3.99
Total Comprehensive Income (1 2)	1,085.57	78.89	9,353.77	2,317.59
Earnings Per Share (EPS)
Basic	2.49	0.21	21.35	6.93
Diluted	2.49	0.17	21.35	5.48

1.2 Financial & Operational Performance Overview:

Premier Energies Limited stands as India''s second-largest
integrated manufacturer of solar cells and modules, with a
state-of-the-art production capacity of 5.1 GW for modules
and 3.2 GW for solar cells. During the financial year under
review, the Company demonstrated strong operational and
financial performance, reflecting its strategic execution and
market resilience. It delivered a robust financial performance
with a total Consolidated revenue of Rs. 65,187.45 million
and a Net Profit of Rs. 9,371.32 million in the year.

In a decisive move to bolster its technological leadership,
your Company has strategically aligned itself with key
technical partnerships and has embraced cutting-edge
manufacturing technologies. This initiative underscores the
company''s unwavering commitment to innovation, quality,
and the advancement of sustainable energy solutions.

As part of its strategic vision, Premier Energies has made
significant strides in technological enhancements,
particularly through the adoption and scale-up of the Tunnel
Oxide Passivated Contact (TOPCon) solar cell technology.
This technology is renowned for its enhanced efficiency and
reliability, positioning the Company at the forefront of the
solar energy sector.

To further capitalize on these advancements, the Company,
through its wholly owned subsidiary has initiated the
establishment of next-generation 4.8 GW TOPCon solar cell
and 5.6 GW TOPCon module manufacturing facility funded
in part through proceeds from its Initial Public Offering
(IPO) in August 2024. Through these initiatives, Your
Company is not only reinforcing its technological edge but

also paving the way for a more sustainable energy future,
making a significant contribution to the global renewable
energy landscape.

1.3 Segment-wise Financial Highlights

1.3.1 Standalone Performance for the FY 2024-25:

• Achieved a turnover of Rs. 9,890.66 million,
compared to Rs. 10,502.54 million in FY 2023-24.

• Profit before Depreciation, Finance Costs,
Exceptional Items and Tax: Rs. 1,616.52 million
compared to Rs.359.05 million in FY 2023-24.

• Earnings Per Share (EPS): Rs. 2.49 compared to
Rs. 0.21 in FY 2023-24.

• Net Worth: Rs. 17,967.42 million as on March 31,
2025, compared to Rs. 4,600.65 millions as on
March 31, 2024.

1.3.2 Consolidated Performance for the FY 2024-25:

• Achieved a turnover of Rs. 65,187.45 million,
compared to Rs. 31,437.93 million in FY 2023-24.

• Profit before Depreciation, Finance Costs,
Exceptional Items and Tax : Rs. 19,142.16 million
compared to Rs. 5,053.18 million in FY 2023-24.

• Earnings Per Share (EPS): Rs. 21.35 compared to
Rs. 6.93 in FY 2023-24.

• Net Worth: Rs. 27,764.02 million as on March 31,
2025, compared to Rs. 6,117.54 million as on
March 31, 2024.

2. Transfer to Reserves:

During the year under review, no amount was transferred to any of the reserves by the Company.

3. Credit Rating:

The Company continues to maintain a strong reputation for prudent financial management and consistently meeting its
financial obligations.

During the Financial Year 2024-25 CRISIL Ratings Limited vide its press release dated 13^th November, 2024 assigned the credit
rating as follows:

Credit Rating Agency	Facilities	Revised rating/Rating Action
CRISIL Ratings Limited	Long Term Bank Facilities	CRISIL A-/Positive (Upgraded from "CRISIL BBB /Stable)
CRISIL Ratings Limited	Short Term Bank Facilities	CRISIL A2 (Upgraded from "CRISIL A2")

Following the close of the financial year ended 31^st March 2025, the ratings were upgraded reflecting strong financial position
of the Company:

Credit Rating Agency	Facilities	Revised rating/Rating Action
CRISIL Ratings Limited	Long Term Bank Facilities	Crisil A/Positive (Upgraded from Crisil A-/ Positive)
CRISIL Ratings Limited	Short Term Bank Facilities	Crisil A1 (Upgraded from Crisil A2 )

4. Dividend:

a. Dividend Distribution Policy.

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors of your Company has
formulated a Dividend Distribution Policy, which is
publicly accessible on the Company''s website: https://
www.premierenergies.com/.

b. Interim Dividend- Financial Year 2024-25.

At its Board meeting held on 3^rd February 2025, the
Board of Directors approved and declared an interim
dividend of Rs. 0.50 per equity share, representing
50% of the face value. The total outflow on account
of the interim dividend amounts to approximately.
Rs. 223.92 million.

c. Final Dividend Recommendation- Financial Year
2024-25.

Subsequently, at the Board meeting on 17^th May 2025,
the Directors reviewed the Company''s financial
performance, profitability, retained earnings, and
applicability of its Dividend Distribution Policy. In light
of these assessments, the Board recommended a Final
Dividend of Rs. 0.50 per share (i.e. 50% of face value
Rs.1 per share), subject to shareholder approval at the
ensuing 30^th Annual General Meeting.

5. Material Changes and Commitments:

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year to which the
financial statements relate and the date of this report.

6. Deposits:

During the year under the review, the Company has not
accepted deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

7. Particulars of Loan, Guarantees or Investments:

The Company has disclosed the full details of the loans
given, Investments made, Guarantees given or Securities
provided as covered under the provisions of Section 186
of the Companies Act, 2013, in the notes to the Financial
Statements forming a part of this Annual Report.

8. Change in the Nature of Business, if any:

There have been no changes in the nature of the company''s
business during the year under review. However, the Board
of the Company has approved the pursuit of certain new
business activities, including ingot wafers, aluminum frames
and battery storage manufacturing facilities which will
support and enhance the company''s core operations.

9. Subsidiaries, Associates and Joint Venture:
a) Subsidiaries:

As on March 31, 2025, the Company has a total of seven (7) direct subsidiaries and one (1) step-down subsidiary. The
details of these subsidiaries are as follows:

Sr. No. Name of the Entity	Country of Incorporation	Relationship
1 Premier Energies Photovoltaic Private Limited	India	Direct Subsidiary
2 Premier Energies International Private Limited	India	Direct Subsidiary
3 Premier Energies Global Environment Private Limited	India	Direct Subsidiary

Sr. No.	Name of the Entity	Country of Incorporation	Relationship
4	Premier Solar Powertech Private Limited	India	Direct Subsidiary
5	Premier Photovoltaic Gajwel Private Limited	India	Direct Subsidiary
6	Premier Photovoltaic Zaheerabad Private Limited	India	Direct Subsidiary
7	Premier Energies Photovoltaic LLC	United States of America	Direct Subsidiary
8	IBD Solar Powertech Private Limited (under liquidation)	Bangladesh	Step-Down Subsidiary

During the financial year under review, the Board of Directors undertook a comprehensive review of the business operations
and affairs of all material subsidiaries. There have been no material changes in business carried out by any of the subsidiaries
during the year.

b) Associate Companies:

As on March 31, 2025, the Company also holds investments in two (2) associate companies as per the provisions of the
Companies Act, 2013. The details are as follows:

Sr. No. Name of the Entity	Country of Incorporation	Relationship
1 Mavyatho Ventures Private Limited	India	Associate
2 Brightstone Developers Private Limited	India	Associate

c) As on 31^st March, 2025, the Company does not have
any joint venture companies within the meaning of
Section 2(6) of the Companies Act, 2013.

d) Post Financial Year Developments - New
Subsidiaries:

After the end of the financial year under the review, the
Company has incorporated the following subsidiaries
as part of its strategic integration initiatives:

1. Premier-Green Aluminium Private Limited

• Date of Incorporation: April 03, 2025.

• Objective: As part of the Company''s
strategy to increase its share of the module
manufacturing business value addition,
this subsidiary is established for the
manufacturing, processing, and extrusion
of aluminum and its alloys into a variety of
end-use products for captive use.

• Your Company has entered a joint venture
agreement for technical collaboration
with Nuevosol Energy Private Limited
("Nuevosol") for investing in Premier-Green
Aluminium Private Limited ("JV Company/
JV Co") for the purpose of business of
foundry, extrusion, of aluminium frames for
solar photovoltaic modules. As per the JV
agreement, your Company will hold about
80% of Equity in the proposed JV Co. and
upto 20% Equity will be held by Nuevosol.

2. Premier Energies GWC Private Limited

• Date of Incorporation: April 20, 2025.

• Objective: Incorporated with the aim of
strengthening backward integration, the
entity will focus on the manufacturing and
processing of high-quality silicon wafers
using advanced technologies. These are
intended for in-house consumption in solar
cell manufacturing.

• Your Company has entered a joint venture
agreement for technical collaboration
with Taiwan-based Sino-American Silicon

Products Inc ("SAS") for investing in
Premier Energies GWC Private Limited
("JV Company/JV Co") for the purpose of
manufacturing and selling of solar silicon
wafers. As per the JV agreement, your
Company will hold 74% of Equity in the
proposed JV Co. and the balance 26% will
be held by SAS.

3. Premier Energies Storage Solutions Private
Limited

• Date of Incorporation: May 29, 2025.

• Objective: This subsidiary has been
incorporated with the primary goal of
manufacturing and supplying advanced
energy storage systems, leveraging
cutting-edge technologies and innovative
processes to cater to the growing demand
for sustainable energy solutions.

These new incorporations are aligned with the
Company''s long-term vision to enhance its
control over the solar value chain and build a
portfolio of complementary products used in the
renewable energy sector.

10. Financial Performance of Company''s Subsidiaries:

In compliance with the provisions of Section 129(3) of the
Companies Act, 2013, read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient
features of the financial performance of each subsidiary,
including capital structure, reserves, total assets and
liabilities, investment details, turnover, and other relevant
financial information, is presented in the prescribed Form
AOC-1, which forms an integral part of this Board Report
as “Annexure-I".

Further, pursuant to Rule 8 of the Companies (Accounts)
Rules, 2014, a report on the financial performance of
subsidiaries, associate companies, and joint venture
entities (if any), along with their contribution to the overall
performance of the Company for the financial year ended
March 31, 2025, is provided in “Annexure-I" to this Report
in the prescribed format.

In accordance with Section 136 of the Companies Act,
2013, as amended, and the applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the audited standalone and consolidated
financial statements of the Company, along with the
financial statements of each of its subsidiary companies, are
made available on the Company''s official website at: https://
www.premierenergies.com/.

Members who wish to inspect or obtain a copy of the financial
statements of the Company or any of its subsidiaries may
submit a request to the Company Secretary & Compliance
Officer via email at: [e-mail].

Additionally, the said documents are available for inspection
during business hours at the Registered Office of the
Company, in accordance with the statutory requirements.

11. Material Subsidiary:

As of March 31, 2025, based on the financial statements
audited, your Company has identified three (3) unlisted
material subsidiaries:

a) Premier Energies Photovoltaic Private Limited

b) Premier Energies International Private Limited

c) Premier Energies Global Environment Private Limited

In accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has
adopted a Policy for Determining Material Subsidiaries,
which outlines the criteria for classification and governance
of such entities. The policy is available on the Company''s
website at: www.premierenergies.com.

12. Authorised Share Capital:

During the financial year under review the Authorized
Share Capital of the Company has increased from Rs. 450
million (Rupees Four Hundred and Fifty million) divided into
450 million (Four Hundred and Fifty million) equity shares
of Rs.1 each to Rs. 550 million (Five Hundred and Fifty
million) divided into 550 million (Five Hundred and Fifty
million) equity shares of Rs.1 by virtue of resolution passed
at Extra Ordinary General Meeting of the Company held on
10^th April 2024.

13. Paid up Share Capital:

The Paid-up Equity Share Capital at the beginning of the
year, i.e. on April 01, 2024, stood at Rs. 26,34,58,334/-
(Rs. 263.46 million).

A. Changes in the Capital Structure during the year
under review are as under:

• Bonus Issue:

Pursuant to the approval of the Board and
shareholders, the Company allotted 70,606,834
fully paid-up Equity Shares of face value Rs. 1
each by way of a Bonus Issue on April 10, 2024.
The bonus shares were issued in the ratio of
0.268 Equity Shares for every 1 (one) Equity
Share held on the record date.

• Conversion of Compulsory Convertible
Debentures:

During the year, the Company allotted
88,000,000 Equity Shares of face value

Rs. 1 each on August 16, 2024, pursuant to
the conversion of 17,600,000 Compulsory
Convertible Debentures (CCDs) of Rs. 100
each. The CCDs were converted in the ratio
of 5 Equity Shares for every 1 CCD held, at
the predetermined conversion price of Rs. 20
per Equity Share.

Initial Public Offer:

The Company successfully launched its Initial
Public Offering (IPO) during the financial year,
comprising a total of 62,909,200 Equity Shares of
face value Rs. 1 each at an offer price of Rs. 450
per Equity Share, aggregating to Rs. 28,304.00
million. The IPO structure included:

a. Fresh Issue: 28,709,200 Equity Shares
by the Company aggregating to
Rs. 12,914 million.

b. Offer for Sale (OFS): 34,200,000 Equity
Shares by the Selling Shareholders
aggregating to Rs. 15,390 million.

The Offer included a Net Offer of 62,675,556
Equity Shares and an Employee Reservation
Portion of 233,644 Equity Shares, aggregating to
Rs. 100 million. Eligible employees were offered
a discount of Rs. 22 per Equity Share under the
Employee Reservation Portion.

The allotment of equity shares to successful
applicants was completed on August 30, 2024,
and the shares were listed on BSE Limited and
National Stock Exchange of India Limited (NSE)
on September 3, 2024.

As a result of the above corporate actions, the
Paid-up Equity Share Capital of the Company
as on March 31, 2025, stood at Rs. 45,07,74,368
(Rs. 450.77 million).

As on the date of this Report, none of the
Directors of the Company hold any instruments
convertible into equity shares.

B. Sweat Equity Shares:

In accordance with Sub-rule (13) of Rule 8 of the
Companies (Share Capital and Debentures) Rules,
2014, the Company has not issued any Sweat Equity
Shares during the financial year under review.

C. Shares with Differential Voting Rights (DVRs):

Pursuant to Rule 4(4) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has not
issued any Equity Shares with Differential Voting Rights.

14. Corporate Governance:

In terms of Regulation 34 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, a separate
section on Corporate Governance along with a certificate
from the auditor''s confirming compliance forms part of
the Annual Report.

15. Risk Management:

The Risk Management Committee ("the Committee") is
tasked to identify elements of risk in different areas of
operations and to develop policy for actions associated

to mitigate the risks. The Committee reviews the risks
applicable on the Company at regular intervals and the
necessary steps being taken by the Company to mitigate
those risks. In the opinion of the Committee & the Board,
there are no such risks, which may threaten the existence
of the Company.

The details of the Committee are included in the Corporate
Governance Report forming part of this annual report.

The Company has a robust Risk Management Policy which
is reviewed from time to time. The Risk Management Policy
of the Company is available on the Company''s website at
https://www.premierenergies.com/.

16. Investor Education and Protection Fund (IEPF):

In terms of the Section 125 and 124 of the Act read
with Investor Education and Protection Fund Authority
(Accounting, Auditing, Transfer and Refund) Rules, 2016
(IEPF Rules), the unclaimed dividend/entitled amount that
remains unclaimed for a period of seven years or more is
required to be transferred to the IEPF administered by the
Central Government, along with the corresponding shares
to the demat account of IEPF Authority.

During the year under review, your Company was not
required to transfer any funds to Investor Education and
Protection Funds (IEPF).

17. Internal Financial Control and its Adequacy:

The Company has instituted an adequate and effective
Internal Financial Controls (IFC) system over financial
reporting, designed to provide reasonable assurance
regarding the accuracy, reliability, and timeliness of financial
disclosures. These controls ensure that all transactions
are appropriately authorised, recorded, and reported
in accordance with applicable regulatory and internal
policy requirements.

To support operational governance and financial discipline,
the Company has established comprehensive Standard
Operating Procedures (SOPs), policies, and an Authority/
Commercial Manual. These documents guide the conduct
of business across functions and help maintain compliance
with legal and regulatory obligations. Responsibility for
ensuring adherence to these frameworks rests with the
respective functional heads.

The Company continues to leverage SAP S/4HANA as its ERP
platform, with the objective of continuously strengthening
its internal financial control environment. Enhancements or
upgrades to the SAP S/4HANA system are considered as and
when required to align with evolving business needs and
compliance requirements.

All material changes in accounting policies and their impact
on financial statements are subject to validation by the
Statutory Auditors and review by the Audit Committee prior
to implementation and disclosure.

18. Board Diversity:

The Board comprises of an adequate number of members
with diverse experience and skills, such that it best serves
the governance and strategic needs of the Company.
The Directors are people of eminence in areas such as
business, industry, finance, law, administration, Accounting
Technology etc. and bring with them experience and skills

which add value to the performance of the Board. The
Directors are selected purely on the basis of merit with no
discrimination on race, colour, religion, gender or nationality.

19. Reporting of Frauds:

During the year under review, none of the Auditors of the
Company has reported to the Audit Committee under
section 143(12) of the Companies Act, 2013, any instances
of the fraud committed by the Company, its officers and
employees, the details of which would need to be mentioned
in the Board Report.

20. Secretarial Standards:

Your directors state that applicable Secretarial Standards,
i.e. SS-1 and SS-2 relating to ''Meetings of the Board of
Directors'' and ''General Meetings'' respectively have been
duly followed by the Company.

21. Significant and Material orders passed by the
Regulators or Courts or Tribunals:

During the year under review, there are no significant
and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and the
operations of the Company in future.

22. Vigil Mechanism:

The Company believes in doing business with integrity and
displays zero tolerance for any form of unethical behavior.
The Company has a robust vigil mechanism through
its Whistle Blower Policy approved and adopted by the
Board of Directors of the Company in compliance with the
provisions of Section 177(10) of the Act and Regulation 22
of the Listing Regulations.

Your Company''s Whistleblower Policy empowers all
directors and employees with a formal and secure channel
to report genuine concerns—including instances of
unethical behavior, suspected fraud, or breaches of the
Company''s Code of Conduct or Ethics—ensuring the
Company''s activities are conducted in a fair, transparent and
accountable manner.

The details of the Whistle Blower Policy are explained
in the Corporate Governance Report and also posted
on the website of the Company at the link https://www.
premierenergies.com/.

23. Human Resources Framework:

At Premier Energies, we firmly believe that our people are
the foundation of our success. Our continuous focus on
attracting, developing, and retaining talent is aligned with
our vision to build a future-ready, agile workforce capable of
driving sustained business growth.

To this end, we have implemented a comprehensive suite of
HR initiatives aimed at enhancing employee experience and
capability. Our structured talent management framework
ensures clear identification and succession planning for key
roles, complemented by targeted leadership development
programs such as CXO Leadership initiatives. We emphasize
competency development tailored to evolving industry
demands, including future-ready skills in automation,
sustainability (ESG), and global business development. These
efforts are supported by an evolving Learning Management

System (LMS) and partnerships with premier technology
institutions to accelerate innovation and R&D capabilities.

Employee engagement remains a priority, with culturally
inclusive events, enhanced welfare programs, and holistic
well-being initiatives including extended medical benefits,
professionally managed Occupational Health Clinics, and
transport and canteen facilities. Our rewards and recognition
framework is designed to celebrate excellence and reinforce
motivation across all levels.

Premier Energies'' dedication to workplace safety is
demonstrated by our sustained ISO 45001 certification,
underpinned by rigorous safety policies, contractor safety
manuals, and incident management systems that ensure a
secure environment for all employees.

Our commitment to diversity and inclusion is reflected
in increasing women''s representation to nearly 30% and
ongoing initiatives supporting their growth and welfare.
We also maintain harmonious industrial relations and
full statutory compliance across all locations, fostering a
supportive and legally compliant workplace.

Recognized as a ''Great Place to Work,'' Premier Energies
continues to evolve its HR practices to create an empowered,
engaged, and high-performing workforce that will lead the
company confidently into the future.

24. Prevention of Sexual Harassment of Employees at
Workplace:

In accordance with the requirements of the Sexual
Harassment of Employees at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ("POSH Act") along
with the Rules made thereunder, the Company has in
place a policy which mandates no tolerance against any
conduct amounting to sexual harassment from employees
at workplace. All employees (permanent, contractual,
temporary and trainees) are covered under the said policy.

During the financial year under review, the Company has
not received any complaint of Sexual Harassment from
employees at Workplace. The Company has constituted

the Internal Complaints Committee and has complied with
all the provisions of the constitution of the Committee for
various workplaces to redress and resolve any complaints
arising under the POSH Act. Training / awareness programs
are conducted throughout the year to create sensitivity
towards ensuring respectable workplace.

In pursuant to the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules there under:

Particulars	Details
Number of Training Programs conducted during the Year	25
Number of Complaints received during the period under review	Nil
Number of Complaints resolved during the period under review	Nil
Number of Complaints pending at the end of the period	Nil

25. Compliance with the Maternity Benefit Act, 1961:

Premier Energies is dedicated to upholding the rights and
welfare of its female employees by ensuring full compliance
with the Maternity Benefit Act, 1961. Key compliance
measures include:

• Providing maternity leave and benefits as
stipulated under the Act.

• Ensuring job protection and non-discrimination during
and after maternity leave.

• Facilitating appropriate workplace accommodations
such as nursing rooms and creche facilities to
support new mothers.

• Offering nursing breaks and other maternity-related
support to promote employee well-being.

• Communicating maternity policies clearly to all
employees and maintaining transparent grievance
redressal mechanisms.

These initiatives reflect our commitment to supporting women employees throughout their maternity journey and fostering an
inclusive and supportive workplace.

26. Board of Directors and Key Managerial Personnel:

The Board of Directors of the Company comprises seasoned professionals with deep domain expertise and a diverse combination of
skills—including finance, risk management, strategic planning, legal, operations, and technical capabilities. The Board is structured
in alignment with corporate governance best practices, ensuring a balanced mix of independent and executive leadership. As on
the date of this report, the Board includes the following Directors and Key Managerial Personnel:

Sr. No.	Name of Director/ KMP	DIN/PAN	Designation
a.	Mr Surender Pal Singh Saluja	00664597	Chairman and Whole-time Director
b.	Mr Chiranjeev Singh Saluja	00664638	Managing Director
c.	Mr Uday Sudhir Pilani	06572889	Non-Executive-Independent Director
d.	Mr Raghunathan Kannan	00523576	Non-Executive-Independent Director
e.	Mr Jasbir Singh Gujral	00198825	Non-Executive-Independent Director
f.	Ms Priyanka Gulati	07087707	Non-Executive-Independent Director
g.	Ms Revathi Rohini Buragadda	08114119	Whole-Time Director
h.	Mr Sudhir Moola	02185026	Whole-Time Director
i.	Mr Ravella Sreenivasa Rao	*****9246G	Company Secretary and Compliance Officer
j.	Mr Nand Kishore Khandelwal	*****4422D	Chief Financial Officer

Change in Directors and Key Managerial Personnel:

a. Appointment of Directors and Key Managerial

Personnel:

• Pursuant to the recommendation of Nomination
and Remuneration Committee, Board of
Directors of the Company, at its meeting held
on 3^rd February 2025, re-appointed Smt. Revathi
Rohini Buragadda (DIN: 08114119) as a Whole¬
time Director, designated as an Executive
Director for a period of 3 (three) years from the
expiry of her present term, i.e., with effect from
March 20, 2025. Her re-appointment has been
eventually confirmed by Shareholders by virtue
of Resolution passed through postal ballot dated
April 06, 2025.

• Based on the recommendation of the Nomination
and Remuneration Committee, the Board of
Directors of the Company, during its meeting held
on 3^rd February 2025, has appointed Mr. Sudhir
Moola (DIN: 02185023) as a Whole-time Director,
designated as an Executive Director of Premier
Energies Limited, liable to retire by rotation, for a
period of 3 (three) years, from February 03, 2025
to February 02, 2028. His Appointment has been
eventually confirmed by Shareholders by virtue
of Resolution passed through postal ballot dated
April 06, 2025.

• Pursuant to the recommendation of the
Nomination and Remuneration Committee
Mr. Uday Pilani has been re-appointed as an
Independent Director for a second term of
five consecutive years, from March 18, 2025,
to March 17, 2030. His re-appointment has
been confirmed by Shareholders by virtue of
Resolution passed through postal ballot dated
April 06, 2025.

b. Resignation of Directors and Key Managerial

Personnel:

• In furtherance clause 2.2 of Shareholders
Agreement dated 10^th September 2022, South
Asia Growth Fund II holdings LLC, informed of its
decision to withdraw one of its nominee directors,
Mr. Sridhar Narayan (DIN: 00137243) from the
Board of Directors of Premier Energies Limited,
effective from 1^st August 2024. Accordingly, Mr.
Sridhar Narayan has stepped down from the
Board of Directors of Premier Energies Limited,
effective from 1^st August 2024. The Board of
Directors, in its meeting held on 2^nd August 2024,
has taken note of the said resignation.

• Mr. Rohan Mehta (DIN: 03035696) has stepped
down as a Non-Executive Independent Director
from the Board of Directors of Premier Energies
Limited, effective from 1^st August 2024 due
to reconstitution of the Board Structure and
compliance with the corporate governance
requirements. The Board of Directors, in its
meeting held on 2^nd August 2024, has taken note
of the said resignation.

• Due to increasing preoccupation with other
assignments, Mr. Abhishek Loonker (DIN:
02069419) has stepped down from the Board of

Directors of Premier Energies Limited, effective
from December 31, 2024. The Board of Directors,
by virtue of resolution passed on 19^th January
2025 has taken note of the said resignation.

c. Re-appointment of Director retiring by rotation:

Pursuant to the provisions of Section 152 of the
Companies Act, 2013 and the rules made thereunder,
Mr. Chiranjeev Singh Saluja and Mr. Surender Pal
Singh Saluja, Directors of the Company, are liable to
retire by rotation at the ensuing 30^th Annual General
Meeting and, being eligible, have offered themselves
for re-appointment.

The approval of the Members is being sought for their
re-appointment at the said Annual General Meeting.

27. Declaration from Independent Directors:

Every Independent Director, at the first meeting of the Board
in which he participates as a director and thereafter at the
first meeting of the Board in every financial year, gives a
declaration that he meets the criteria of independence as
provided under the Companies Act 2013. The company has
received the declarations from Mr. Raghunathan Kannan,
Mr. Jasbir Singh Gujral, Ms. Priyanka Gulati, Mr. Uday
Pilani Sudhir that they meet the criteria of independence
as prescribed under sub section (6) of section 149 of the
Companies Act, 2013.

28. Board, Committee and General Meetings:

Board Meetings:

Fourteen meetings of the Board were convened during the
year under review. The time gap between the two meetings
was less than 120 days.

The Board has Constituted the following Committees: -

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Capex Committee

• Finance Committee.

A detailed disclosure on the Board, its committees, its
composition, the detailed charter and brief terms of
reference, number of board and committee meetings held,
and attendance of the directors at each meeting is provided
in the Report on Corporate Governance.

Annual General Meeting:

The 29^th Annual General Meeting of the Company to
approve the Audited Financial Statements (Standalone and
Consolidated Financial Statements) of the financial year
2023-2024 was held on 5^th August 2024.

Extra Ordinary General Meeting:

During the financial year 2024-2025, 04 (Four) Extra¬
Ordinary General Meetings of the Company were held on:

• 10^th April 2024.

• 16^th April 2024.

• 18^th April 2024.

• 10^th August 2024.

29. Separate Meeting of Independent Directors:

As stipulated under Section 149 of the Companies Act, 2013
read with Schedule IV pertaining to the Code of Independent
Directors and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate Meeting of
the Independent Directors of the Company was held on 3^rd
February, 2025. For further details, please refer the Report
on Corporate Governance.

30. Board Evaluation:

In terms of the provisions of Section 134(3)(p) of the
Companies Act, 2013 and Regulation 17(10) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an annual performance
evaluation of its own performance, individual Directors, Chief
Financial Officer, Company Secretary as well as the evaluation
of the working of its Board Committees. Performance
evaluation of Independent Directors was done by the entire
Board, excluding the Independent Directors being evaluated.
The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.

31. The Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company,
inter alia, provides that the Nomination and Remuneration
Committee shall: (i) formulate the criteria for board
membership, including the appropriate mix of Executive
& Non-Executive Directors; (ii) approve and recommend
compensation packages and policies for Directors and
Senior Management; (iii) lay down the effective manner of
performance evaluation of the Board, its Committees and
the Directors; and (iv) formulate the criteria for determining
qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the
remuneration for the Directors, key managerial personnel
and other employees. The policy is directed towards a
compensation philosophy and structure that will reward and
retain talent and provides for a balance between fixed and
incentive pay, reflecting short- and long-term performance
objectives appropriate to the working of the Company
and its goals. This remuneration policy is placed on the
Company''s website https://www.premierenergies.com/.

32. Particulars of Employees and Related Disclosures:

The remuneration paid to the Directors, Key Managerial
Personnel and Senior Management is in accordance with
the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Companies Act,
2013 and Regulation 19 read with Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Details as required under the provisions of section 197(12) of
the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, containing, inter alia, ratio of remuneration of
directors and KMP to median remuneration of employees
and percentage increase in the median remuneration are
annexed to this Directors'' Report as “Annexure-N".

Further, a statement containing details of top ten employees
in terms of the remuneration drawn and other specified
employees as required under the provisions of section

197(12) of the Act read with rule5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, forms part of this
Directors'' Report. In terms of the provisions of section 136
of the Act, the report is being sent to the members excluding
the aforesaid statement. This statement will be made
available by email to members of the Company seeking
such information. The members can send an email to
[e-mail]. It shall also be kept open
for inspection by any member at the registered office of the
Company during business hours.

33. Related Party Transactions:

All contracts/ arrangements/ transactions entered by the
Company during FY 2024-25 with related parties were on an
arm''s length basis and in the ordinary course of business and
approved by the Audit Committee and omnibus approval
was obtained where applicable. None of the transactions
with related parties falls under the scope of Section 188(1)
of the Act. As the Company does not have any RPTs to report
pursuant to Sections 134(3)(h) and 188 of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
AOC-2, the same is not provided.

The details of RPTs during FY 2024-25, including
transactions with a person or entity belonging to the
promoter/promoter group which hold(s) 10% or more
shareholding in the Company are provided in the
accompanying financial statements.

During FY 2024-25, the Non-Executive Independent
Directors of the Company had no pecuniary relationship or
transactions with the Company other than Remuneration,
sitting fees, commission and reimbursement of
expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI LODR
the Company has formulated a policy on RPTs and the same
is available on the Company''s website: Policy on Related
Party Transactions at https://www.premierenergies.com/.

34. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Rules made there under M/s. Deloitte
Haskins & Sells (Firm Registration No: 008072S), Chartered
Accountants, Hyderabad was appointed as Statutory
Auditors of the Company, for a period of 5 (five) years
commencing from the conclusion of the 26^th Annual General
Meeting till the conclusion of the 31^st Annual General
Meeting of the Company to be held in the year 2026.

M/s. Deloitte Haskins & Sells have confirmed their eligibility
and qualification required under Section 139, 141 and other
applicable provisions of the Companies Act, 2013 and Rules
issued thereunder (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force).

35. Auditors'' Report:

The Auditor''s Report for the year ending March 31, 2025,
on the financial statements of the Company is a part of this
Annual Report. The notes on Financial Statements referred
in the Annual Report are self-explanatory and do not call
for any further comments. The Auditor''s Report for the
financial year 2024-25 does not contain any qualifications,
reservation or adverse remark.

36. Cost Auditors and Cost Audit Report:

The Company has maintained cost records for certain
products as specified by the Central Government under
sub-section (1) of Section 148 of the Act. M/s. S.S. Zanwar
& Associates, Practicing Cost Accountant (Firm Registration
No. 100283) has been appointed as the Cost Auditor
to conduct the audit of cost records maintained by the
Company for the financial year 2024-25.

The Board, on the recommendation of the audit committee,
has appointed M/s. S.S. Zanwar & Associates, Practicing
Cost Accountant (Firm Registration No. 100283) as the Cost
Auditor to conduct the audit of cost records maintained by
the Company for the financial year commencing on 01^st
April 2025 and ending on 31^st March 2026. A certificate has
been received from the Cost Auditors to the effect that their
appointments as Cost Auditors of the Company, if made,
would be in accordance with the limit as specified under
Section 141 of the Act and Rules framed thereunder.

A resolution seeking members'' approval for the remuneration
payable to Cost Auditors forms part of the Notice convening
30^th Annual General Meeting of the Company and the same
is recommended for approval of Members.

37. Internal Auditors:

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and The Companies (Accounts) Rules, 2014,
during the year under review the Internal Audit of the
functions and activities of the Company was undertaken
by the Internal Auditors of the Company on quarterly basis
by M/s. Protiviti India Member Private Limited, the Internal
Auditors of the Company. There were no adverse remarks
or qualifications on accounts of the Company from the
Internal Auditors.

The Board, on the recommendation of the audit committee
has appointed M/s. Protiviti India Member Private Limited to
conduct the Internal Audit as per Rule 13 of the Companies
(Accounts) Rules, 2014 prescribed under Section 138
of the Companies Act, 2013 for the financial year 2025¬
26. The Company has received a consent letter from M/s.
Protiviti India Member Private Limited confirming their
willingness and eligibility to act as Internal Auditor for the
Financial Year 2025-26.

38. Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, read
with Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company has appointed M/s. P.S. Rao
& Associates, Practicing Company Secretaries, as the
Secretarial Auditors to conduct the Secretarial Audit for the
financial year 2024-25.

The Secretarial Audit Report for the financial year ended
March 31, 2025, prepared in accordance with the
Companies Act, 2013, applicable Rules, and Regulation
24A of the Listing Regulations, covering both the Company
and its Material Subsidiaries, is annexed to this Report as
“Annexure III, IV, and V".

We are pleased to inform that the Secretarial Audit Report
issued by M/s. P.S. Rao & Associates does not contain any
qualifications, observations, or adverse remarks for the
financial year ended March 31, 2025.

The Board has recommended to the members for their
approval, appointment of M/s. P.S. Rao & Associates,
Practicing Company Secretaries, as the Secretarial Auditor
of the Company, for a term of 5 (five) consecutive financial
years commencing from the financial year 2025-26 to the
financial year 2029-30.

The Company has received a consent letter from M/s. P.S.
Rao & Associates, confirming their willingness and eligibility
to act as a Secretarial Auditor.

A resolution seeking the approval of the Members for the
aforesaid appointment forms part of the Notice convening
the 30^th Annual General Meeting of the Company.

39. Corporate Social Responsibility:

The Company continues its endeavors to improve the
lives of people and provide opportunities for their holistic
development through its different initiatives by way of
Promoting Health, Rural Development, Promotion of Culture
and Heritage, Promoting Education etc.

The Corporate Social Responsibility policy lays down the
guiding principles and strategies for implementing CSR
initiatives of the Company.

A detailed report on Premier''s various CSR initiatives has
been provided in the Annual Report as required under
Section 135 of the Companies Act, 2013 (Act) which is
annexed as “Annexure-VI" to this report.

The CSR policy of the Companty is available on its website:
https://www.premierenergies.com/.

The objective of the scheme is to reward eligible employees
through the grant of stock options for their loyalty and
contributions toward long-term value creation.

40. Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of The Companies (Accounts)
Rules, 2014, is annexed herewith as “Annexure-VII".

41. Management Discussion and Analysis Report:

A detailed review of operations, performance and outlook
of your Company and its businesses is given in the
Management Discussion and Analysis, which forms part of

the Annual Report as stipulated under Regulation 34(2)(e) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

42. Business Responsibility and Sustainability Report
(BRSR):

A Business Responsibility and Sustainability Report as per
Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, detailing the various initiatives taken by
your Company on the environmental, social and governance
front, forms an integral part of the Annual Report.

43. Employee Stock Option Plans:

A. PEL ESOP 2021:

The Board of Directors and the Shareholders of Premier
Energies Limited, in their meetings held on September
4, 2021, and September 9, 2021, respectively, approved
and adopted the Premier Energies Limited Employee
Stock Option Scheme 2021 (hereinafter referred to as
the "PEL ESOP 2021"). The objective of the scheme
is to reward eligible employees through the grant of
stock options for their loyalty and contributions toward
long-term value creation.

The Scheme became effective from September 9,
2021, and is administered by the Nomination and
Remuneration Committee through the PEL ESOP Trust
(the “Trust"), which was established by the Company
for this purpose.

The PEL ESOP 2021 was subsequently amended
following resolutions passed by the Board of Directors
at their meeting held on April 15, 2024, and by the
Shareholders at their meeting held on April 18,
2024. The scheme remains fully compliant with the
provisions of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (“SEBI SBEB Regulations").

Further, in compliance with Regulation 12 of the SEBI
SBEB Regulations, the Company ratified the PEL ESOP
2021 pursuant to a resolution passed through a Postal
Ballot dated April 6, 2025.

The details of the stock options granted under the
PEL ESOP 2021, along with the required disclosures
in compliance with the SEBI SBEB Regulations,
are provided in “Annexure-VIII" and are available
on the Company''s website at: https://www.
premierenergies.com/.

B. PEL ESOP 2025:

The Board of Directors of the Company, at its
meeting held on February 3, 2025, based on
the recommendations of the Nomination and
Remuneration Committee, approved the introduction
of the Premier Energies Limited Employee Stock
Option Scheme 2025 (PEL ESOP 2025). The Scheme
was subsequently approved by the Members of the
Company through Postal Ballot on April 6, 2025.

The PEL ESOP 2025 has been formulated in
accordance with the applicable provisions of the

Companies Act, 2013, read with the Companies
(Shares and Debentures) Rules, 2014 and is in
compliance with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.

The detailed terms and conditions of the Scheme are
available on the Company''s website at: https://www.
premierenergies.com/.

During the year under review, no stock options
were granted by the Company under the aforesaid
Scheme. Accordingly, no disclosures are required
to be made under the SEBI SBEB Regulations for the
financial year 2024-25.

44. Capital Expenditure Programs:

During the financial year 2024-25, Premier Energies
Limited, through its wholly owned subsidiary Premier
Energies Global Environment Private Limited (PEGEPL),
initiated significant capital expenditure programs aimed
at enhancing its manufacturing capabilities and achieving
full vertical integration across the solar value chain. These
initiatives are strategically aligned with the Company''s
long-term vision of becoming a globally competitive, fully
integrated solar energy solutions provider.

Key capital expenditure highlights include:

• Acquisition of 75 Acres at Seetharampur, Ranga
Reddy District, Telangana: PEGEPL acquired 75 acres
of land from Telangana State Industrial Infrastructure
Corporation (TSIIC), located at the Industrial Park at
Industrial Park, Seetharampur, Ranga Reddy District,
Telangana. This site is earmarked for the establishment
of a 4 GW TOPCon solar module manufacturing facility,
with additional land reserved for the future expansion
of other clean energy and related business verticals.

• Acquisition of 100.92 Acres at Naidupeta, Andhra

Pradesh: PEGEPL also acquired 100.92 acres of
land from Andhra Pradesh Industrial Infrastructure
Corporation (APIIC) at the Industrial Park in Naidupeta
Village, Tirupati District, Andhra Pradesh, for the
development of a 4 GW TOPCon (Tunnel Oxide
Passivated Contact) solar cell manufacturing facility.
This facility will support the production of high-efficiency
solar cells based on next-generation technology and
cater to both domestic and export markets.

• Acquisition of 169.71 Acres at Naidupeta, Andhra
Pradesh: In a strategic move towards backward
integration, PEGEPL acquired 169 acres of land from
APIIC at the same Naidupeta industrial location to
establish a 10 GW ingot and wafer manufacturing facility
in phases. This expansion will enable the Company to
manufacture critical upstream components in-house,
thereby improving supply chain control, enhancing
cost efficiencies, and reducing import dependence.

45. Technology Advancement:

Premier Energies Limited has embarked on a strategic
technological shift by transitioning from Mono PERC to
TOPCon (Tunnel Oxide Passivated Contact) technology.

This shift aligns with evolving industry standards and the
increasing demand for higher-efficiency solar solutions.
As a result, the existing Mono PERC facilities at Premier
Energies Photovoltaic Private Limited and Premier Energies
International Private Limited have become obsolete, and
accelerated depreciation has been provided for these assets.

As part of its ongoing transformation journey, Premier
Energies, through its wholly owned subsidiary Premier
Energies Global Environment Private Limited, has
successfully commissioned a state-of-the-art 1.4 GW Solar
Photovoltaic TOPCon module manufacturing facility.
Strategically located at EMC-2, Maheshwaram, Telangana,
the facility is established on leasehold land owned by the
Telangana Industrial Infrastructure Corporation (TGIIC).

In addition, the Company, through another wholly owned
subsidiary, Premier Energies Photovoltaic Private Limited,
has commissioned a new 1.2 GW TOPCon solar cell
manufacturing line at Fab City, Hyderabad, Telangana.

In addition, the company has approved the establishment
of two new cutting-edge manufacturing facilities to further
enhance its TOPCon production capacity:

a) 4.8 GW TOPCon Solar Cell Facility

• Location: APIIC Naidupeta Industrial

Area, Andhra Pradesh

b) 5.6 GW TOPCon Solar Module Facility

• Location: Seetharampur Industrial Park, Shabad
Mandal, Ranga Reddy District, Telangana.

These initiatives reaffirm Premier Energies'' commitment
to technological innovation, manufacturing excellence,
and contributing to the growth of India''s solar
manufacturing ecosystem through next-generation
photovoltaic technologies.

46. Cyber Security:

The Company maintains a robust and comprehensive policy
focused on data privacy. We are dedicated to ensuring
the highest level of protection for the personal data of our
employees, vendors, and customers, in strict accordance
with applicable data protection laws and regulations. During
the year under review, there were no incidents related to
cyber security breaches, customer data privacy violations,
or product recalls. Our commitment to adhering to best
practices in security remains unwavering.

Our technology environment is equipped with real-time
security monitoring and incorporates essential controls
at multiple layers, ranging from end-user devices to
our network, applications, and data. This proactive
approach ensures that we remain vigilant and prepared
against potential threats, safeguarding the integrity and
confidentiality of all sensitive information.

47. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the section 134(5) of the Act, the
Board of Directors, to the best of its knowledge and
ability, confirm that:

a) In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed and there
are 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, 2025 and of the profit of the
Company for the period 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 Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(d) The Directors have prepared the annual accounts 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 the
applicable laws and such systems were adequate and
operating effectively.

48. Annual Return:

As required under Section 134(3)(a) of the Act, the copy of
Annual Return for the financial year 2024-25, is placed on
the Company''s website and can be accessed at https://
www.premierenergies.com/.

49. Particulars of the variation in the terms of contracts
referred to in the Prospectus or Objects for which
Prospectus was issued:

During the year under review, the Company successfully
launched its Initial Public Offering (IPO). Out of the total
issue proceeds, an amount of Rs. 9,686.03 million was
earmarked for investment in Premier Energies Global
Environment Private Limited (PEGEPL), a wholly owned
subsidiary, towards part-financing the establishment of a
4 GW Solar PV TOPCon Cell and 4 GW Solar PV TOPCon
Module manufacturing facility. As per the disclosures
made in the Prospectus dated August 29, 2024, this facility
was proposed to be located at UDL-5 Part, Industrial Park,
Seetharampur, Ranga Reddy District, Telangana.

Subsequently, during the year, the Company undertook a
revision in the project site for the proposed 4 GW Solar PV
Cell manufacturing line. The location has been shifted to
the Industrial Park at Naidupeta Village, Tirupati District,
Andhra Pradesh. This change has been effected after due
consideration of operational and strategic factors and is
expected to support long-term efficiency and scalability.

The implementation of the 4 GW Solar PV Module
manufacturing line will continue as originally planned
at the disclosed location in Seetharampur, Ranga Reddy
District, Telangana.

50. Other Disclosures:

a) The requirement to disclose the details of difference
between the amount of the valuation done at the time
of one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable.

b) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of
application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
along with their status as at the end of the financial year is not applicable.

c) The Company has not failed to implement any corporate action during the year under review.

d) The Company''s securities were not suspended during the year under review.

e) There has been no change in the nature of business of the Company.

f) There was no revision of financial statements and the Board''s Report of the Company during the year under review.

51. Appreciation & Acknowledgement:

Your directors would like to record their appreciation for the enormous personal efforts as well as the collective contribution of all
the employees to the Company''s performance. The Board of Directors would also like to express their deep sense of gratitude to
the financial Institutions, Banks, Government, Regulatory authorities, Stock exchanges, Customers, Shareholders, Suppliers and
Business associates for their support and look for their continued assistance and Cooperation.

For and on behalf of the Board

Sd/- Sd/-

Mr. Surender Pal Singh Saluja Mr. Chiranjeev Singh Saluja

Place: Hyderabad Whole-Time Director Managing Director

Date: August 12, 2025 DIN: 00664597 DIN: 00664638

---

Mar 31, 2024

The Directors of your Company have pleasure in presenting the 29^th Annual Report together with the
Standalone and Consolidated Audited Balance Sheet as on 31^st March 2024 and the Profit & Loss
Statement and Cash Flow Statement for the year ended as on that date along with schedules and
annexure thereto and the Reports of the Directors and Auditors thereon.

1. Statement of Affairs:

The Company’s financial performance (Standalone and Consolidated) for the financial year ended as on 31^st
March 2024 is summarized below:

Amount (Rs. Tn Millions)

	Standalone		Consolidated
Particulars	Year ended 31 March 2024	Year ended 31 March 2023	Year ended 31 March 2024	Year ended 31 March 2023
Revenue from operations	10,502.54	7,212.56	31437.93	14,285.34
Other income	245.39	331.71	275.16	346.78
Total income	10,747.93	7,544.27	31,713.09	16,632.12
Total expenses	10,656.31	7,366.01	28,833.74	14,721.91
Profit (Loss) before tax	91.62	178.26	2,892.58	(77.60)
Current tax	124.22	32.95	523.05	39.95
Deferred tax (credit) /charge	(102.68)	6.97	51.77	15.81
Total tax expense	21.54	39.92	574.82	55.76
Profit (Loss) for the year	70.08	138.34	2317.76	(133.36)

The financial statements for the financial year 2023-24 were prepared in accordance with the Indian
Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, read with
Rules made thereunder, each as amended from time to time.

1.1. Performance and Financial Highlights:

Standalone: During the financial year ended as on 31^st March, 2024, the Company recorded a total
revenue of Rs. 10,502.54 Millions (Previous financial year: Rs. 7,212.56 million) and recorded net profit
of Rs. 70.08 Millions (Previous financial year: Rs. 138.34 Millions).

Consolidated: As per the consolidated financials, the Company recorded a total revenue of
31,437.93 Millions (Previous financial year Rs. 14,285.34 Millions) and recorded net profit of Rs
2,317.76 Millions (Previous financial year Net Loss Rs. 133.36 Millions).

1.2. Company’s Background:

Your Company is one of the oldest players in the Indian solar industry with over 29 years of experience
in the solar industry and during this time, we have grown to be an integrated solar cell and solar module
manufacturer with an annual installed capacity of 2 GW and 3.36 GW, respectively, as of March 31,
2024. Incorporated in 1995, the Company is an integrated solar solutions company and provides
turnkey engineering, procurement, and construction (EPC) services for setting up solar power plants. It
has also forayed into segments such as solar power generation and manufacturing of solar photo voltaic
cells and solar products.

The company is managed by Mr. Surenderpal Singh Saluja, Chairman and Whole-time Director and Mr.
Chiranjeev Singh Saluja, Managing Director who have a cumulative experience of 60 years across
various business verticals. The Company is one of the leading solar PV cell & module manufacturers in
India with a track record of more than two decades and provides the following services:

^ Manufacturing: Operates a 0.26 GW module manufacturing & cumulative 3360 MW automatic
solar module manufacturing which can produce both, polycrystalline and mono PERC modules
BI-FACIAL. Premier is in the process of expanding its module & cell facility by 4.2 GW each by
End of 2023 & 3.36 GW by End of 2024.

^ IPP: Operates 2 MW solar power projects as project developer.

^ EPC: Provides EPC services for ground mounted and rooftop solar power projects and has
executed 266.26 MW ground mounted and 22.86 MW rooftop solar power projects till date It also
provides upgradation services for transmission line and substation.

^ O & M: Provides O & M services for ground mounted and rooftop solar power projects and has
executed 178.38 MW ground mounted and rooftop solar power projects till date It also provides
upgradation services for transmission line and substation.

^ Solar products: Offers solar products such as solar water pumps (More than 40,000 solar pumps
installed and counting), lanterns, lighting systems and solar e-vehicles.

1.3. Review Of Operations:

Our business operations and strategic directions are supported by a strong information technology
infrastructure, which includes applications such as SAP HANA, and HRONE for Human Resource
Management System (HRMS). We enhance our automation systems based on user feedback and
internal

audits to improve the management of various business processes, including procurement, production,
sales, and financial transactions with vendors, suppliers, and customers.

The company has one manufacturing unit in Hyderabad, Telangana. The unit-1 (260 MW existing
facility) is in Annaram Village, Sangareddy District. Our business operations include (i) the
manufacturing of solar PV cells, (ii) the manufacturing of solar modules including custom made panels
for specific applications, (iii) the execution of EPC projects, (iv) independent power production, (v)
O&M services with respect to EPC projects executed by our Company and (vi) the sale of other solar-
related products.

As of March 31, 2024, we are an integrated solar cell and solar module manufacturer with an aggregate
annual installed capacity of 2 GW for solar cells and 3.36 GW for solar modules. We are strategically
focused on regularly updating and improving our manufacturing capabilities and infrastructure and to
this end, all our manufacturing facilities (save for Unit I) are fully automated, utilizing industrial-grade
automated tools, equipment and technologies from Hungary, China, Germany, France, South Korea
and Switzerland.

We are also now moving towards the production of solar cells with TOPCon technology, a process that
uses n-type cells capable of reaching efficiencies of between 24.5% to 25.2%. (Source: F&S Report) We
are committed to maintaining our production at the forefront of solar technology and continuing to
meet the market’s developing needs by enhancing the efficiency and performance of our solar cells.
Within Fiscal 2025, we plan to commission a new 1,000 MW annual installed capacity production line
for TOPCon solar cells in Unit II. Additionally, we aim to allocate a portion of the proceeds from the
Fresh Issue towards establishing additional TOPCon solar cell and solar module lines each with an
annual installed capacity of 4 GW at a new manufacturing facility.

Our quality certifications and accreditations are critical for sales to our customers. We have obtained
various quality and process certifications including ISO 9001:2015, ISO 14001:2015 and ISO
45001:2018. Our manufacturing facilities and operating processes are also audited by third-party
auditors.

2. Information about Subsidiaries/Associates/Joint Ventures:

During the financial year under review, your Company has Seven Subsidiary Companies and Two
Associate Companies and does not have any Joint Ventures.

As on 31^st March 2024, the Company holds 100% of Paid-up Share Capital in following companies:

1) M/s. Premier Solar Powertech Private Limited,

2) M/s. Premier Energies Photovoltaic Private Limited

3) M/s. Premier Photovoltaic Gajwel Private Limited and

4) M/s. Premier Photovoltaic Zaheerabad Private Limited.

5) M/s. Premier Energies Global Environment Private Limited

As on 31^st March, 2024 M/s. Premier Solar Powertech Private Limited, Wholly owned Subsidiary of the
Company holds 99.99% of the paid-up capital of M/s. IBD Solar Powertech Private Limited and it is a
Step Down Subsidiary of the Company

As on 31^st March 2024, M/s. Premier Energies Photovoltaic LLC is incorporated as a Limited Liability
Company in United States of America and in under the influence of the Company

As on 31^st March 2024, the Company holds 74% of Paid-up Share Capital in M/s. Premier Energies
International Private Limited

As on 31^st March 2024, the Company has Two Associate Companies, namely, M/s. Mavyatho Ventures
Private Limited and M/s. Brightstone Developers Private Limited

Performance of Subsidiaries:

(1) M/s. Premier Solar Powertech Private Limited (“PSPT”)

M/s. Premier Solar Powertech Private Limited is engaged in activities in the solar power sector with
specific focus on ground mounted and roof top solar business as an EPC Contractor and continue its
current focus on EPC business and after Sales Service for the Projects. During the Year under review,
the total revenue of the Company for the financial year 2023-2024 stood at Rs. 198.23 million against
the total revenue of Rs. 128.78 million for the previous financial year. The Company earned net profit
of Rs. 28.81 million as against the net profit of Rs. 47.43 million for the previous financial year.

(2) M/s. Premier Energies Photovoltaic Private Limited (“PEPPL”)

M/s. Premier Energies Photovoltaic Private Limited is engaged in the business of manufacturing cells
and modules. Currently Operates an 0.75 GW of Cell manufacturing & 1.4 GW automatic solar module
manufacturing which can produce both, polycrystalline and mono PERC modules. With this facility,
Premier is 2^nd largest integrated cell and module manufacturing capacity in India. With a strong focus on
leveraging the “Make-in-India” initiative of the Govt. of India, the management of Premier is making all
out efforts to grow its business over large projects.

During the period under review, the total revenue of the Company for the financial year 2023-2024
stood at Rs. 31,169.62 Millions against the total revenue of Rs. 12,073.62 Millions in the previous
financial year and recorded net profit of Rs. 2,520.73 Millions as against the net loss of Rs. 292.70
Millions for the previous financial year.

(3) M/s. Premier Energies Global Environment Private Limited (“PEGEPL”)

During the financial year 2023-2024 total revenue of the Company is Rs. 55.30 million against total
revenue of Rs. NIL in the Previous Year: During the financial year 2023-2024 recorded net loss of Rs
6.37 Million as against the net loss of Rs Rs.1.49 Million for the previous financial year.

During the year under review the subsidiary has allotted 3,09,840 Equity Shares of Rs. 10/- each at a
premium of Rs. 688/- each converting loan to equity in the Board Meeting dated 13^th October, 2023
and Further, the Subsidiary Company allotted 2,25,384 Equity Shares of Rs. 10/- each at a premium of
Rs. 688/- each. converting loan to equity in the Board Meeting dated 26^th December, 2023

(4) Premier Photovoltaic Zaheerabad Private Limited (“PPZPL”)

This Company was incorporated with an object of Solar Power Generation. During the financial year
2023-2024 the Company had no business operations and had other income of Rs. 0.308 Million as
against the total revenue of Rs. NIL in the previous year and recorded net loss of Rs.0.302 Million as
against the net loss of Rs.0.357 Millions for the previous financial year.

(5) Premier Photovoltaic Gajwel Private Limited (“PPGPL”)

This Company was incorporated with an object of Solar Power Generation. During the financial year
2023-2024 he Company had no business operations and had other income of Rs. 4.762 as against the
other income of Rs. 8.75 and during the financial year 2023-2024 recorded net loss of Rs 0.159 as
against the net profit of Rs. 7.410 for the previous financial year.

(6) Premier Energies International Private Limited (“PEIPL”)

Premier Energies International Private Limited is engaged in the business of Module Manufacturing and
Solar Power Generation. During the financial year 2023-2024, it has total revenue Rs. 4390.55 Millions
against the total revenue of Rs. NIL in the previous financial year and recorded net profit of Rs 395.89
Millions as against the net loss of Rs. 20.41Millions for the previous financial year.

Performance of Associates:

(1) M/s. Mavyatho Ventures Private Limited

This Company is engaged in the business of Development of Solar Power Technologies, Investments in
Solar Power Projects and Generation of Solar Power. The Revenue of the Company for the financial
year 2023-2024 stood at Rs. 22.66 Millions against the revenue of Rs. 21.89 Millions for the previous
financial year. The Company recorded net loss of Rs. 1.82 Millions as against the Net Loss of Rs. 2.89
Millions for the previous financial year.

(2) M/s. Bright Stone Developers Private Limited

This Company is engaged in the business of development of solar energy technologies, investment in
solar power projects and generation of solar power. The total revenue of the Company for the financial
year 2023-2024 stood at Rs. 8.8 Millions against the total revenue of Rs. 8.74 millions in the previous
financial year and recorded a net profit of Rs 15.51 Millions as against the net profit of Rs. 7.81 Millions
in the previous financial year.

Companies ceased to be Subsidiaries/Associates/Joint Ventures during the financial year
2023-2024: NIL

3. Events Subsequent to the date of Financial Statements till the date of Directors Report:

There are no material changes and commitments for the company to report, that can be considered to
affect the financial position of the company after March 31, 2024, and up to the date of signing of this
Report except of the following:

1. The Company has approved the resolution to increase the Authorised Share Capital by

10.00. 00.000 Equity Shares of Rs. 1 each amounting to Rs. 10,00,00,000 in the Board Meeting
dated 10^th April, 2024 and the members in their Extra-Ordinary General Meeting dated 10^th April,
2024 and subsequently the Authorised Capital of the Company has been increased from Rs.

45.00. 00.000 to Rs. 55,00,00,000

2. The Company has passed a resolution approving Bonus Issue of 7,06,06,834 fully paid-up equity
shares of face value Rs. 1/- each to the existing shareholders of the company in its board meeting
dated 10^th April, 2024 and the members in their Extra-Ordinary General Meeting dated 10^th April,
2024 and the Board of Directors in their Board Meeting dated allotted 7,06,06,834 Equity Shares of
Rs. 1 and subsequently the paid-up Capital of the Company has been increased to Rs. 33,40,65,168

3. The Company has proposed to get the shares listed on National Stock Exchange (NSE) and
Bombay Stock Exchange (BSE) in respect of which the Company has filed the Draft Red Herring
Prospectus Securities Exchange Board of India (SEBI) dated 19^th April, 2024 for the Initial Public
offer wherein the Company proposes the fresh issue size aggregating upto ?15,000 million and an
offer for sale of 28,200,000 Equity Shares of face value of ?1.

4. Change in the Nature of Business, if any:

There are no changes in the nature of the company’s business during the year under review.

5. Dividend:

With a view to attain stability and consolidate the financial position of the Company, as a long-term
growth measure, your directors do not recommend any dividend during the financial year under
review.

6. Transfer to Reserves:

The Company does not intend to transfer any amount to the reserves during the financial year 2023¬
2024.

7. Authorised Share Capital:

During the financial year under review, there has been no change in the authorized share capital of the
Company. The Authorized Share Capital of the Company stands at Rs. 45,00,00,000/- (Rupees Forty-
Five Crores only) divided into 45,00,00,000/- (Forty-Five Crores only) equity shares of Re. 1/- (Rupee
One only).

8. Paid up Share Capital:

The Paid-up Equity Share Capital as on 31^st March 2024 stood at Rs. 26,34,58,334/-. During the year
under review, the Company has not allotted any fresh equity shares:

As on 31^st March 2024, none of the Directors of the Company hold instruments convertible into Equity
Shares of the Company. However, there are 1,76,00,000 outstanding compulsory convertible
debentures of Rs.100/- each held by investor which shall be converted in ratio of Five equity shares
for every One debenture.

9. Board of Directors and Key Managerial Personnel:

i. Composition:

The Board of Directors comprise of professionals with wide experience and skills. As on date of
this report, the Board comprises of the following Directors and Key Managerial Personnel’s:

Sr. No.	Name of Director/ KMP	DIN/PAN	Designation
1.	Mr. Surenderpal Singh Saluja	00664597	Chairman and Whole¬ time Director
2.	Mr. Chiranjeev Singh Saluja	00664638	Managing Director and Key Managerial Personnel
3.	Ms. Revathi Rohini Buragadda	08114119	Whole-Time Director
4.	Mr. Rohan Mehta	03035696	Independent Director
5.	Mr. Uday Sudhir Pilani	06572889	Independent Director
6.	Mr. Sridhar Narayan	00137243	Nominee Director
7.	Mr. Abhishek Loonker	02069419	Nominee Director
8.	Mr. Raghunathan Kannan	00523576	Independent Director
9.	Mr. Jasbir Singh Gujral	00198825	Independent Director
10.	Ms. Priyanka Gulati	07087707	Independent Director
11	Mr. Ravella Sreenivasa Rao	AIZPR9246G	Company Secretary and Key Managerial Personnel
12.	*Mr. Nand Kishore Khandelwal (Appointment with effect from 01.09.2023)	AGHPK4422D	Chief Financial Officer (CFO) and Key Managerial Personnel

ii. Change in Directors and Key Managerial Personnel:

a. Appointment of Directors and Key Managerial Personnel:

• During the year under review, Mr. Raghunathan Kannan, Mr. Jasbir Singh Gujral and Ms.
Priyanka Gulati were appointed as Independent Directors of the Company by the members
in their Extra-Ordinary General Meeting held on 12^th March, 2024 with effect from 12^th
March, 2024 based on the recommendation of the Board of Directors in their meeting held
on 12^th March, 2024

• Mr. Nand Kishore Khandelwal (PAN: AGHPK4422D), was appointed as Chief Financial
Officer (CFO) and Key Managerial Personnel of the Company with effect from 01^st
September, 2023 by the Board of Directors in their meeting held on 31^st August, 2023

b. Resignation of Directors and Key Managerial Personnel:

• Ms. Jasveen Kaur has submitted her resignation as a Director of the Company via
resignation letter dated 16^th February, 2024 The Board of Directors took note of the

Resignation in the Board Meeting dated 17^th February, 2024 and place on records its
appreciation for her contribution during her tenure as director of the Company.

iii. Re-appointment of Director retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Rules
framed thereunder, Mr. Sridhar Narayan and Ms. Revathi Rohini Buragadda Directors, retires
by rotation and being eligible, offers themself for re-appointment.

10. Declaration from Independent Directors:

Every Independent Director, at the first meeting of the Board in which he participates as a director and
thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the
criteria of independence as provided under the Companies Act, 2013. The company has received the
declarations from Mr. Raghunathan Kannan, Mr. Jasbir Singh Gujral, Ms. Priyanka Gulati, Mr. Uday
Pilani Sudhir and Mr. Rohan Mehta, Independent Directors, that, they meet the criteria of
independence as prescribed under sub section (6) of section 149 of the Companies Act, 2013.

11. Board, Committee and General Meetings:

11.1 Board Meetings:

The Board of Directors of the Company met 9 (Nine) times during this financial year 2023-2024. The
intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the Board meetings held during the financial year are given herein below:

S. No.	Date of the Board Meeting	S. No.	Date of the Board Meeting	S. No.	Date of the Board Meeting
1.	19th April 2023	2.	16th May 2023	3.	31st August 2023
4.	29th September 2023	5.	25th January 2024	6.	17th February 2024
7.	29th February 2024	8.	12th March 2024	9.	14th March 2024

Name of Director	Designation	No. of Board Meetings held during the Year	No. of Board Meetings entitled to attend during the Year	No. of Board Meetings attended
Mr. Surenderpal Singh Saluja	Whole-time Director	9	9	7
Mr. Chiranjeev Singh Saluja	Managing Director	9	9	8
Ms. Jasveen Kaur	Director	9	5	1

Ms. Revathi Rohini Buragadda	Director	9	9	5
Mr. Rohan Mehta	Independent Director	9	9	9
Mr. Uday Sudhir Pilani	Independent Director	9	9	8
Mr. Sridhar Narayan	Nominee Director	9	9	5
Mr. Abhishek Loonker	Nominee Director	9	9	9
Mr. Raghunathan Kannan	Independent Director	9	1	1
Mr. Jasbir Singh Gujral	Independent Director	9	1	1
Ms. Priyanka Gulati	Independent Director	9	1	1

11.2 Committees of Board:

• Audit Committee:

The Company has in place a the duly constituted Audit Committee by a resolution of our Board dated
March 18, 2020 and was last reconstituted by a resolution passed by our Board dated March 12, 2024
and the primary objective of the committee is to monitor and provide effective supervision of the
management’s financial reporting process, so as to ensure accurate and timely disclosures, with th e
highest levels of transparency, integrity and quality of financial reporting. The Company has also
established a vigil mechanism for the Directors and employees to report to the management concerns
about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or
ethics policy. The audit committee of the Board oversees the functioning of the policy.

The broad terms of reference of the Audit Committee are as given below:

A. Powers of Audit Committee

The Audit Committee shall have powers, including the following:

(1) to investigate any activity within its terms of reference;

(2) to seek information from any employee;

(3) to obtain outside legal or other professional advice;

(4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and

(5) such other powers as may be prescribed under the Companies Act, 2013 and the SEBI Listing
Regulations.

B. Role of Audit Committee

The role of the Audit Committee shall include the following:

(1) oversight of financial reporting process and the disclosure of financial information relating to
Premier Energies Limited (the “Company”) to ensure that the financial statements are
correct, sufficient and credible;

(2) recommendation to the board of directors of the Company (the “Board” or “Board of
Directors”) for appointment, re-appointment, replacement, remuneration and other terms of
appointment of statutory auditors of the Company and the fixation of the audit fee;

(3) approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

(4) examining and reviewing, with the management, the annual financial statements and auditor''s
report thereon before submission to the Board for approval, with particular reference to:

a. matters required to be included in the director’s responsibility statement to be included in
the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies
Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by
management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions; and

g. modified opinion(s) in the draft audit report.

(5) reviewing, with the management, the quarterly, half-yearly and annual financial statements
before submission to the Board for approval;

(6) reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the Offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a public or
rights issue or preferential issue or qualified institutions placement, and making appropriate
recommendations to the Board to take up steps in this matter.

(7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of
audit process;

(8) approval of any subsequent modification of transactions of the Company with related parties
and omnibus approval for related party transactions proposed to be entered into by the
Company, subject to the conditions as may be prescribed, by the independent directors who
are members of the Audit Committee;

i. Recommend criteria for omnibus approval or any changes to the criteria for approval of
the Board;

ii. Make omnibus approval for related party transactions proposed to be entered into by the
Company for every financial year as per the criteria approved;

iii. Review of transactions pursuant to omnibus approval;

iv. Make recommendation to the Board, where Audit Committee does not approve
transactions other than the transactions falling under Section 188 of the Companies Act,
2013.

Explanation: The term "relatedparty transactions" shall have the same meaning as provided in Clause 2(%c) of

the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the Company, wherever it is necessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing, with the management, performance of statutory and internal auditors, and adequacy
of the internal control systems;

(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;

(14) discussion with internal auditors of any significant findings and follow-up thereon;

(15) reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the Board;

(16) discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

(17) looking into the reasons for substantial defaults in the payment to depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

(18) reviewing the functioning of the whistle blower mechanism;

(19) overseeing the vigil mechanism established by the Company, with the chairperson of the Audit
Committee directly hearing grievances of victimization of employees and directors, who used
vigil mechanism to report genuine concerns in appropriate and exceptional cases;

(20) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any
other person heading the finance function or discharging that function) after assessing the
qualifications, experience and background, etc. of the candidate;

(21) reviewing the utilization of loans and/or advances from/investment by the Company in its
subsidiary(/ies) exceeding ?1,000,000,000 or 10% of the asset size of the subsidiary(/ies),
whichever is lower including existing loans/ advances/ investments;

(22) review the financial statements, in particular, the investments made by any unlisted subsidiary;

(23) considering and commenting on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the Company and its shareholders;

(24) approving the key performance indicators (“KPIs”) for disclosure in the offer documents, and
approval of KPIs once every year, or as may be required under applicable law; and

(25) carrying out any other functions required to be carried out by the Audit Committee as may be
decided by the Board and/or as provided under the Companies Act, 2013, the SEBI Listing
Regulations or any other applicable law, as and when amended from time to time.

Composition of Audit Committee :

i) Mr. Raghunathan Kanan, Independent Director* - Chairperson

ii) Mr. Uday Pilani Sudhir, Independent Director* - Member

iii) Mr. Rohan Mehta, Independent Director* - Member

iv) Mr. Abhishek Loonker, Nominee Director - Member

v) Mr. Jasbir Singh Gujral, Independent Director* - Member

*The Committee was reconstituted by Board w.e.f 12^th March 2024, where Mr. Uday Pilani Sudhir and Mr. Rohan
Mehta ceased to be the member and Mr. Raghunathan Kanan and Mr. Jasbir Singh Gujral were admitted to the
Committee.

All the recommendations made by the audit committee have been duly accepted by the Board.

The members of Audit Committee met 7 (Seven) times during this financial year 2023-2024 as per the
details provided below:

S. No.	Date of the Audit Committee Meeting	S. No.	Date of the Audit Committee Meeting	S. No.	Date of the Audit Committee Meeting
1.	19th April 2023	2.	16th May 2023	3.	31st August 2023
4.	29th September 2023	5.	17th February 2024	6.	29th February 2024
7.	14th March 2024	8.	-	9.	-

Name of Member	Designation	No. of Audit Committee Meetings held during the Year	No. of Audit Committee Meetings entitled to attend during the Year	No. of Audit Committee Meetings attended
Mr. Uday Pilani	Independent
Sudhir (ceased to be a member on	Director	7	6	5

12.03.2024)
Mr. Rohan Mehta (ceased to be a member on 12.03.2024)	Independent Director	7	6	6
Mr. Abhishek Loonker	Nominee Director	7	7	7
Mr. Raghunathan Kanan (co-opted as member form 12.03.2024)	Independent Director	7	1	1
Mr. Jasbir Singh Gujral (co-opted as member form 12.03.2024)	Independent Director	7	1	1

• Nomination and Remuneration Committee:

The Company has in place a the duly constituted Nomination & Remuneration Committee by a
resolution of our Board dated March 18, 2020 and was last reconstituted by a resolution passed by our
Board dated March 12, 2024 . The company has established the Nomination and Remuneration policy
and laid down the criteria for determining qualifications, positive attributes, independence of a Director,
and also established the mechanism and criteria for remuneration of the Director, Key Managerial
Personnel, Senior Managerial Personnel and other employees of the company.

Pursuant to approval from the shareholders dated 09^th September 2021 the Company has formulated
PEL Employee stock option plan 2021 scheme through PEL ESOP trust, and the Nomination and
Remuneration Committee shall administer the ESOP scheme. The maximum number of options
available to grant under ESOP 2021 shall be 1,10,00,000 and the said number of options was further
increased to 1,39,48,000 pursuant to Bonus Issue by the members of the Nomination and
Remuneration Committee in the NRC Meeting dated 15^th April, 2024 and by the members in the Extra¬
Ordinary General meeting dated 18^th April, 2024

The Company has issued and allotted 54,89,581 equity shares equity shares to M/s. PEL ESOP Trust.

The essential disclosures under Rule 12 of Companies (Share capital and Debentures) Rules 2014 are as

follows:

a) No of Options Granted: 1,46,40,000

b) No of Options Vested: 17,97,749 (The performance appraisals are in due and the options to be
vested for the FY 2023-24)

c) No of Options Exercised: 0

d) The total number of shares arising as a result of exercise of options: 1,00,82,199

e) Options lapsed: (Separation) & (unvested from first vesting) : 4316000 (Separation) & 241801
(unvested from first vesting)

f) Exercise price: 27

g) Variation of terms of options- NIL

h) Money realised by exercise of option- NIL

i) Total No. of Options in force- 1,00,82,199

Employee-wise details of options granted till the FY 2023-24 to:

I. Number of options granted to Key Managerial Personnel- 7,50,000

II. Any other employee who receives a grant in any one year of option amounting to 5% or more
of option granted during that year — Details given below:

Details	Financial Year 2021¬ 2022	Financial Year 2022-2023	Financial Year 2023¬ 2024
Former Employee	12,96,000	-
Vishnu Vardhan Hazari	14,00,000
Mohan Preet Singh Khurana	-	-	4,50,000
Milton Kenny	-	50,000	-

III. Identified employees who were granted options during any one year, equal to or exceeding 1%
of issued capital (excluding outstanding warrants and conversions) of the Company at the time
of grant- NIL

IV. Subsequent to Financial year and as on the date of signing of this report, Following are the
details of options granted, vested and exercised:

NIL

The broad terms of reference of the Nomination and Remuneration Committee are as given below:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors of the Company (the “Board” or “Board of
Directors”) a policy relating to the remuneration of the directors, key managerial personnel and
other employees (“Remuneration Policy”);

• For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of
such evaluation, prepare a description of the role and capabilities required of an independent
director. The person recommended to the Board for appointment as an independent director shall
have the capabilities identified in such description. For the purpose of identifying suitable
candidates, the Committee may:

(a) use the services of external agencies, if required;

(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

(c) consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal and carrying out evaluation of every director’s performance (including
independent director);

• Analysing, monitoring and reviewing various human resource and compensation matters;

• Determining the Company’s policy on specific remuneration packages for executive directors
including pension rights and any compensation payment, and determining remuneration packages
of such directors;

• Whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors;

• recommend to the board, all remuneration, in whatever form, payable to senior management

• Carrying out any other functions required to be carried out by the Nomination and Remuneration
Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when
amended from time to time.

• The Nomination and Remuneration Committee, while formulating the Remuneration Policy,
should ensure that -

(a) the level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives
appropriate to the working of the Company and its goals.

• Perform such functions as are required to be performed by the Nomination and Remuneration
Committee under the Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, as amended, including the following:

(a) administering any existing and proposed employee stock option schemes formulated by the
Company from time to time (the “Plan”);

(b) determining the eligibility of employees to participate under the Plan;

(c) granting options to eligible employees and determining the date of grant;

(d) determining the number of options to be granted to an employee;

(e) determining the exercise price under the Plan; and

(f) construing and interpreting the Plan and any agreements defining the rights and obligations of
the Company and eligible employees under the Plan, and prescribing, amending and/or
rescinding rules and regulations relating to the administration of the Plan.

• Frame suitable policies, procedures and systems to ensure that there is no violation of securities
laws, as amended from time to time, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices Relating to Securities Market) Regulations, 2003, by the trust, the Company and its
employees, as applicable.

• Carrying out any other activities as may be delegated by the Board of Directors of the Company,
functions required to be carried out by the Nomination and Remuneration Committee as provided
under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and
when amended from time to time.

Composition of Nomination and Remuneration Committee

i. Mr. Uday Pilani, Independent Director - Chairperson and member

ii. Mr. Rohan Mehta, Independent Director* - Member

iii. Mr. Abhishek Loonker, Nominee Director - Member

iv. Ms. Jasveen Kaur, Non-Executive Director* - Member

v. Ms. Priyanka Gulati, Independent Director* - Member

*The Committee was reconstituted by Board w.e.f 12^th March 2024, where Mr. Rohan Mehta and Ms. Jasveen Kaur
ceased to be the member of the Committee and Ms. Priyanka Gulati was admitted to the Committee .

All the recommendations made by the Nomination and Remuneration Committee have been duly
accepted by the Board.

The members of Nomination and Remuneration Committee met 04 (Four) times during this financial
year 2023-2024, as per the details provided as under:

S. No.	Date of the Nomination and Remuneration Committee Meeting	S. No.	Date of the Nomination and Remuneration Committee Meeting	S. No.	Date of the Nomination and Remuneration Committee Meeting
1.	31st August 2023	2.	13th October 2023	3.	01st February 2024
4.	29th February 2024	5.	-	6.	-

Name of Member	Designation	No. of Nomination and Remuneration Committee Meetings held during the Year	No. of Nomination and Remuneration Committee Meetings entitled to attend during the Year	No. of Nomination and Remuneration Committee Meetings attended
Mr. Uday Sudhir Pilani	Independent Director	4	4	2
Mr. Abhishek Loonker	Nominee Director	4	4	4
Mr. Rohan Mehta (Ceased to be a member from 12.03.2024)	Independent Director	4	4	4
Ms. Jasveen Kaur (Ceased to be a member from 12.03.2024)	Non¬ Executive Director	4	4	0
Ms. Priyanka Gulati (co-opted as a member to the Committee from 12.03.2024)	Independent Director	4	0	0

• Corporate Social Responsibility (CSR) Committee:

Corporate Social Responsibility Committee

The CSR Committee was constituted by a resolution of our Board dated March 16, 2015 and was last
reconstituted by a resolution passed by our Board dated March 12, 2024. The composition and terms of
reference are in compliance with Section 135 and other applicable provisions of the Companies Act,
2013. The CSR Committee currently comprises of:

Composition of Corporate Social Responsibility Committee :

i. Mr. Surender Pal Singh Saluja, Whole-Time Director - Chairperson and member

ii. Mr. Chiranjeev Singh Saluja, Managing Director* - Member

iii. Mr. Abhishek Loonker, Nominee Director* - Member

iv. Mr. Rohan Mehta, Independent Director* - Member

v. Mr. Raghunanthan Kannan, Independent Director* - Member

vi. Mr. Uday Pilani Sudhir, Independent Director* - Member

*The Committee was reconstituted by Board w.e.f 12^th March 2024, where Mr. Chiranjeev Singh Saluja, Mr. Rohan
Mehta and Mr. Abhishek Loonker ceased to be the member of the Committee and Mr. Raghunanthan Kannan and Mr.
Uday Pilani Sudhir were admitted to the Committee.

Terms of Reference

The Corporate Social Responsibility Committee be and is hereby authorized to perform the following
functions:

(1) formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall
indicate the activities to be undertaken by the Company as specified in Schedule VII of the
Companies Act, 2013, and the rules made thereunder, each as amended, monitor the
implementation of the same from time to time, and make any revisions therein as and when
decided by the Board;

(2) review and recommend the amount of expenditure to be incurred on the activities referred to in
clause (a);

(3) monitor the Corporate Social Responsibility Policy of the Company from time to time;

(4) identifying corporate social responsibility policy partners and corporate social responsibility policy
programmes;

(5) the Corporate Social Responsibility Committee shall formulate and recommend to the Board, an
annual action plan in pursuance of its corporate social responsibility policy, which shall include
the following:

(a) the list of corporate social responsibility projects or programmes that are approved to be
undertaken in areas or subjects specified in Schedule VII of the Companies Act, 2013;

(b) the manner of execution of such projects or programmes as specified in the rules notified
under the Companies Act, 2013;

(c) the modalities of utilisation of funds and implementation schedules for the projects or
programmes;

(d) monitoring and reporting mechanism for the projects or programmes; and

(e) details of need and impact assessment, if any, for the projects undertaken by the Company.

Provided that the Board may alter such plan at any time during the financial year, as per the
recommendation of its CSR Committee, based on the reasonable justification to that effect;
and

(6) any other matter as the Corporate Social Responsibility Committee may deem appropriate after
approval of the Board or as may be directed by the Board from time to time and/or as may be
required under applicable law, as and when amended from time to time.

All the recommendations made by the CSR committee have been duly accepted by the Board.

The members of CSR Committee met 02 (Two) time during the year 2023 as per the details provided as
under:

Sr.No.	Date of the CSR Committee Meeting
1.	29th February 2024

Constitution of CSR Committee:

Name of Member	Designation	No. of CSR Committee Meetings held during the Year	No. of CSR Committee Meetings entitled to attend during the Year	No. of CSR Committee Meetings attended
Surender Pal Singh Saluja	Chairman and Whole-time Director	1	1	1
Chiranjeev Singh Saluja (Ceased to be a member from 12.03.2024)	Managing Director	1	1	1
Abhishek Loonker (Ceased to be a member from 12.03.2024)	Nominee Director	1	1	1
Mr. Rohan Mehta (Ceased to be a member from 12.03.2024)	Independent Director	1	1	1
Raghunanthan Kannan	Independent Director and member	1	0	0
Uday Sudhir Pilani	Independent Director and member	1	0	0

• Stakeholders Relationship Committee

In the Board Meeting dated 12^thMarch, 2024 the company has constituted the Stakeholders
Relationship Committee with the following terms of reference and Composition

Terms of Reference for the Stakeholders’ Relationship Committee:

The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be

required under applicable law, the following

• considering and looking into various aspects of interest of shareholders, debenture holders and
other security holders

• resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc.;

• giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares,
debentures or any other securities;

• issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

• review of measures taken for effective exercise of voting rights by shareholders;

• review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the registrar and share transfer agent; and

• review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company.

• carrying out any other functions required to be carried out by the Stakeholders’ Relationship
Committee as contained in the Companies Act, 2013 or the SEBI Listing Regulations or any other
applicable law, as and when amended from time to time.

Composition of the Committee:

1. Mr. Uday Sudhir Pilani, Independent Director and Chairperson;

2. Mr. Raghunathan Kannan, Independent Director and Member;

2. Mr. Chiranjeev Saluja, Managing Director and Member;

• Risk Management Committee

In the Board Meeting dated 12^th March, 2024 the company has constituted the Risk Management

Committee with the following terms of reference and Composition

The role and responsibility of the Risk Management Committee shall be as follows:

• Review, assess and formulate the risk management system and policy of the Company from time to
time and recommend for an amendment or modification thereof, which shall include:

(a) a framework for identification of internal and external risks specifically faced by the Company,
in particular including financial, operational, sectoral, sustainability (particularly, environment,
social and governance related risks), information, cyber security risks or any other risk as may be
determined by the Risk Management Committee;

(b) measures for risk mitigation including systems and processes for internal control of identified
risks; and

(c) business continuity plan;

• Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate
risks associated with the business of the Company;

• Monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;

• Periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity, and recommend for any amendment or
modification thereof, as necessary;

• Keep the Board of the Company informed about the nature and content of its discussions,
recommendations and actions to be taken;

• Review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any);

• To implement and monitor policies and/or processes for ensuring cyber security;

• To coordinate its activities with other committees, in instances where there is any overlap with
activities of such committees, as per the framework laid down by the Board; and

• Any other similar or other functions as may be laid down by Board from time to time and/or as may
be required under applicable law, as and when amended from time to time, including the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Composition of the Committee:

1. Mr. Chiranjeev Singh Saluja, Managing Director and Chairperson;

2. Mr. Jasbir Singh Gujral, Independent Director and Member;

2. Mr. Raghunathan Kannan, Independent Director and Member;

11.3 Annual General Meeting:

The 28^th Annual General Meeting of the Company to approve the Audited Financial Statements
(Standalone and Consolidated Financial Statements) of financial year 2022-2023 was held on 29^th
September, 2023

11.4 Extra Ordinary General Meeting:

During the financial year 2023-2024, 03 (Three) Extra-Ordinary General Meetings of the Company
were held on 26^th April, 2023, 06^th March, 2024 and 12^th March, 2024 as per Section 100 of Companies
Act, 2013.

12. Independent Directors Meetings:

The Independent Directors of the Company met 01 (One) time during this financial year 2023-2024, on
19^th April, 2023

13. Director’s Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors’ confirm that:

(i) In the preparation of the annual accounts for the year ended 31^st March, 2024 the applicable
accounting standards had been followed along with proper explanation relating to material
departures;

(ii) the directors had 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 at the end of the financial year 31^st March, 2024 and of the
profit of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts for the period ended 31^st March, 2024 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 are operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

14. Consolidated Financial Statements:

In pursuance to the Sub-section (3) of Section 129 of the Companies Act, 2013, a Company is required
to prepare consolidated financial statements for the financial year ended 31^st March, 2024.

The Consolidated Financial Statement of your Company with that of its subsidiaries and associates is
provided in the Annual Report.

The annual accounts of the Subsidiary Companies and the related detailed information shall be made
available to members seeking such information at any point of time. The annual accounts of the
subsidiaries shall also be kept for inspection by any of the members at the registered office of the
Company.

The Statement containing the salient features of the subsidiaries & associates as per Sub Section (3) of
Section 129 read with Rule 5 and Rule 8 of Companies (Accounts) Rules, 2014 of the Companies Act,
2013 in Form AOC -1 is herewith annexed as Annexure-I to this report.

15. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copy of the Annual
return as on March 31, 2024, is available on the Company’s website on https://premierenergies.com.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings &

Outgo:

As required by the provisions of Companies Act, 2013, the relevant information pertaining to
conservation of energy, technology absorption and foreign exchange earnings and outgo are given
under:

17. Conservation of Energy:

i) The operations of the Company are not power intensive. However, it is very careful in using the
power to reduce the cost of maintenance and conserve the resources.

ii) As the Company is not a power intensive unit there are no requirements for utilizing of alternate
sources of energy

iii) The Company has not made any additional investments and has not proposed any amount for
reduction of consumption of energy.

18. Technology Absorption:

i) Efforts made towards technology absorption: Nil

ii) Benefits derived like product improvement, cost reduction, product development, import
substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning
of the financial year), following information may be furnished:

b) Details of technology imported - Nil

c) Year of import - Nil

d) Whether the technology been fully absorbed - Nil

e) If not fully absorbed, areas where absorption has not taken

place, and the reasons therefore - Nil

iv) Expenditure incurred on Research and Development - Nil

19. Foreign Exchange Earnings & Outgo:

During the year under review, the Company has the following Foreign Exchange Earnings & Outgo:

Amount (Rs. In Lakhs)

Sl. No.	Particulars	As on 31st March, 2024	As on 31st March, 2023
1.	Foreign Exchange Earnings	7629.4	857.38
2.	Foreign Exchange Outgo	39,209.76	7,776.52

20. Details relating to Deposits:

The Company has not accepted any deposits from public in pursuant to Section 73 of the Companies
Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

21. Explanations or Comments by the Board on every Qualification, Reservation or Adverse
Remark or Disclaimer made by the Auditor in his report:

The Auditor’s Report for the financial year 2023-2024 does not contain any qualification, reservation or
adverse remark.

22. Details in respect of Frauds reported by Auditors under Sub-section (12) of Section 143:

We assure and State that we have taken all the necessary care to prevent frauds in the Company or by
the Company. Further the Auditors have not reported any offence involving fraud committed against
the Company by the officers or employees of the Company under Sub-section (12) of Section 143 to
the Board.

23. Significant & Material orders passed by the Regulators, Courts and Tribunals impacting
the going concern status and company’s operations in future:

There are no significant and material orders that were passed by the regulators or courts or tribunals
against your Company except as mentioned below:
tioned below:

1. The Company has filed an suo-moto application for adjudication of penalty under the provisions
of, Section 454 for Adjudication of Offence under Section 29(1) (a) of Companies Act, 2013 read
with Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 with Registrar of
Companies (RoC) via Form GNL-1 dated 27^th March, 2024

In this regard, the RoC has passed the order via order no. ROC(H)/PEL/ADJ/ORDER-
3/019909/2024/20 dated 01^st April, 2024 as follows:

“Having considered the facts and circumstances of the case and after taking into account the
factors and submissions made in the application and by the Authorized Representative during the
hearing on 01.04.204 and the facts of the case it is proved beyond doubt that the company and the
officer of the company have defaulted in complying the provisions under Section 29(1A) of the Act
and made the offence good on 19th March 2024 by converting the physical shares of promoter into
Demat as one time offense. In this regard, the company, and its officer in default (within the
meaning of section 2 (60) of the Companies Act, 2013) are hereby imposed penalty as under.”

2. The Company has filed an suo-moto application for Compounding of Offence as per Regulation 9
(1) read with paragraph 9 under Schedule I of Foreign Direct Investment Scheme and Notification
no. FEMA 20/2000-RB dated 3 May 2000 with Compounding Authority, Reserve Bank of India,
dated 27^th July, 2023

In this regard, the RBI has passed the order via order no. C.A. HYD 704dated 18^th December,
2023 as follows:

“Accordingly, in terms of the Foreign Exchange (Compounding Proceedings) Rules 2000, I
compound the contraventions admitted by the Applicant, namely, contravention of the provisions
of Paragraph 9( 1 )(B) & Paragraph 9(2) of Schedule 1 to Notification 20 and Regulation 13.1 (2) to

Notification 20R on payment of an amount of INR 1, 73,327/- (Rupees One Lakh Seventy Three
Thousand Three Hundred and Twenty-Seven Only) which shall be deposited by the Applicant with
the Reserve Bank of India, Foreign Exchange Department, 1st Floor, Saifabad, Hyderabad - 500
004 in the form of a demand draft drawn in favour of the "Reserve Bank of India" and payable.”

However, the said Orders no way have an impact on the going concern status and company’s
operations in future.

24. Change in the Significant Accounting Policy:

Your Company has not changed its Significant Accounting Policy from Generally Accepted Accounting
Principles in (“Indian GAAP”) during the year under review.

25. Adequacy of Internal Financial Controls with reference to the financial statements:

The Company has in place proper and adequate internal control systems commensurate with the nature
of its business, and size and complexity of its operations. Internal control systems comprising of
policies and procedures designed to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations, and that all assets and resources are acquired are used economically.

The Company has been leveraging SAP B1 as its accounting ERP with an objective to enhance the
existing Internal Finance Controls. We may in the appropriate circumstances enhance or modify the
SAP B1 version to the desired satisfaction levels.

26. Particulars of Loans, Guarantees or Investments made by the Company:

The Particulars of loans given, guarantee/security provided or investments made by the Company to
any person or body corporate during the financial year 2023-24 pursuant to Section 186 of Companies
Act, 2013 are as mentioned in the notes to the financial statements.

27. Risk Management:

The Company has adequate risk management process to identify and notify the Board of Directors
about the risks or opportunities that could have an adverse impact on the Company''s operations or to
that could be exploited to maximize the gains. The processes and procedures are in place to act in a
time bound manner to manage the risks or opportunities. The risk management process is reviewed and
evaluated by the Board of Directors.

The Company has risk management controls, protections and preventive care in all the spheres
including Credit risk, Operation risk and Legal risks from time to time.

28. Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors and Senior Management personnel and fix their

remuneration. The Nomination and Remuneration Policy is available on the Company’s website viz.
https://premierenergies.com.

29. Vigil Mechanism/ Whistle Blower Policy:

Your Company believes in promoting a fair, transparent, ethical and professional work environment.
The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in
accordance with the provisions of the Companies Act, 2013 for reporting the genuine concerns or
grievances or concerns of actual or suspected, fraud or violation of the Company’s code of conduct.
The said Mechanism is established for directors and employees to report their concerns. The policy
provides the procedure and other details required to be known for the purpose of reporting such
grievances or concerns.

The details of the Whistle Blower Policy & Vigil Mechanism and other polices of the Company is
available on the Company’s website viz. https://premierenergies.com.

30. Corporate Social Responsibility (CSR):

In accordance with the requirements of Section 135 of Companies Act, 2013, the Company has
constituted a Corporate Social Responsibility Committee and has also formulated a Corporate Social
Responsibility Policy. Annual report on CSR activities as required under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 has been appended as Annexure-III and forms an integral
part of this Report. The Policy has been uploaded on the Company’s website at
https://premierenergies.com.

31. Statutory Auditors:

M/s. Deloitte Haskins & Sells (Firm Registration No: 008072S), Chartered Accountants, Hyderabad was
appointed as Statutory Auditors of the Company, for a period of 5 (five) years commencing from the
conclusion of the 26^th Annual General Meeting till the conclusion of the 31^st Annual General Meeting of
the Company to be held in the year 2026.

32. Cost Auditors and Cost Audit Report:

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, your Company is required to maintain cost records and
accordingly, such accounts are made, and records have been maintained relating to Electricity Division
every year.

During the year under review the company has appointed M/s. S.S. Zanwar & Associates, Practicing
Cost Accountant (Firm Registration No. 100283) as the Cost Auditor to conduct the audit of cost
records maintained by the Company for the financial year commencing on 01^st April, 2023 and ending
on 31^st March, 2024. on the recommendation of the Audit Committee was appointed as the Cost
Auditor of the Company in the Board Meeting held on 29^th September, 2023 for the same.

33. Internal Auditors:

During the year under review the company has appointed M/s. Protiviti India Member Private Limited
(CIN: U93000HR2009PTC057389) as Internal Auditors of the Company for the financial year
commencing on 01^st April, 2023 and ending on 31^st March, 2024, on the recommendation of the Audit
Committee was appointed as the Internal Auditor of the Company in the Board Meeting held on 29^th
September, 2023 for the same.

34. Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
M/s. P.S. Rao & Associates, Practicing Company Secretaries as the Secretarial Auditors to undertake
the Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit Report is
annexed herewith as Annexure-IV to this report.

There is no qualification in the Secretarial Audit Report issued by M/s. P. S. Rao & Associates,
Practicing Company Secretaries of the company, for the financial year ended 31^st March, 2024.

35. Related Party Transactions:

The details of the related party transactions entered during the year under review as specified in Sub¬
section (1) of Section 188 of the Companies Act, 2013 are annexed to Directors report in Form AOC-2
in Annexure-II. All the transactions entered into with related parties during the financial year 2023-24
were transacted in Ordinary Course of the Business. However, all the related parties’ transactions were
entered at Arm’s Length basis and were placed before the Audit committee for approval pursuant to
the provisions of section 177 of the Companies Act, 2013.

36. Annual Evaluation of Board’s Performance:

The Evaluation Policy provides for evaluation of the Board, the Committees of the Board and
individual Directors. The Policy provides that evaluation of the performance of the Board as a whole,
Committees of the Board and Directors shall be carried out on an annual basis.

The Evaluation process focused on various aspects of the Board and Committees functioning such as
composition of the Board and Committees, experience and competencies, performance of specific
duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the
performance of individual Directors on parameters such as attendance, contribution and independent
judgment.

The results of the Evaluation were shared with the Board, Chairman of respective Committees and
Individual Directors. Based on the outcome of the Evaluation, the Board and Committees have agreed
on the action plan to improve on the identified parameters.

37. Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder, Internal Complaint Committees

(ICC) has been set up by the Company, at each location of the plant, Registered office and other work
places.

Your Company has always believed in providing a safe and harassment free workplace for every
individual working in 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.

In pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules there under:

Particulars	Details
No. of Training Programmes conducted during the Year	1
No. of Complaints received during the period under review	NIL
No. of Complaints resolved during the period under review	NIL
No. of Complaints pending at the end of the period	NIL

38. Compliance to Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.

39. Payment of remuneration to directors:

The remuneration details Directors Director, as required to be mentioned pursuant to the provisions of
part II of Schedule V of the Companies Act, 2013 and the rules framed thereunder during the year
under review, are mentioned below:

Director	Salary for FY 2023-24 (In Millions.)	Stock Options
Mr. Surenderpal Singh Saluja, Chairman and Whole-time Director	6.71	NIL
Mr. Chiranjeev Singh Saluja, Managing Director	9.35	NIL
Ms. Revathi Rohini Buragadda,	3.21	8,50,000

Director
Ms. Jasveen Kaur	1.52	NIL

40. Details of Employees Remuneration:

The information required under section 197 of die Companies Act, 2013, read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, if any, is annexed herewith as
Annexure V.

41. Details of Application made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016:

During the Financial Year 2023-24, there was no application made and proceeding initiated / pending
by any Financial and/or Operational Creditors against your Company under the Insolvency and
Bankruptcy Code, 2016. As on the date of this Report, there is no application or proceeding pending
against your Company under the Insolvency and Bankruptcy Code, 2016

42. Acknowledgements:

On behalf of the Directors of the Company, we would like to place on record our deep appreciation to
our shareholders, customers, business partners, vendors, both international and domestic, bankers,
financial institutions and academic institutions for all the support rendered during the year.

The Directors are thankful to the various ministries of the Government of India, the various ministries
of the state governments, the central and state regulatory⁷ authorities, communities in the neighborhood
of our operations, municipal authorities and local authorities in areas where we are operational in India,
partners and stakeholders for all the support rendered during the year.

Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for
their continued support and faith reposed in the Company.

BY ORDER OF THE BOARD
PREMIER ENERGIES LIMITED
CIN: U40106TG1995PLC019909

1Y

SURENDERPAL SINGH SALUJA CHIRANJEEV SINGH SALUJA

WHOLE-TIME DIRECTOR MANAGING DIRECTOR

DIN: 00664597 DIN: 00664638

Place: Hyderabad
Date : 22^nd June, 2024