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)

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:

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:

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:

• 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:

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:

• 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:

Constitution of CSR Committee:

• 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)

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:

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:

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