Your Directors have pleasure in presenting the 33^rd Annual Report together with the Audited Financial Statements of your
Company for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS

(Rs. in Lakhs)

OPERATIONS AND PERFORMANCE:

During the financial year under review, the Standalone
Income is Rs.215.56 lacs as compared to Rs.501.34 lacs
in the previous year, while the Consolidated income for the
year under review stands at Rs. 216.05 lacs as against Rs.
501.34 lacs in the previous year. Standalone profit for the
current year was Rs. 73.19 lacs as compared to the profit of
Rs. 44.79 lacs in the previous year, while the Consolidated
Profit for the current year was Rs.20.60 lacs as compared
to loss of Rs. 39.33 lacs in the previous year.

BUSINESS HIGHLIGHTS

The suspension of Trading in Equity Shares of the company
was revoked by BSE in November 2024. The company
has entered into an MOU with Dismutase Biotech Private
Limited who have a Project to extract proteins from Blood
Plasm and the company. The company has other plans
to inorganically GROW THE COMPANY BY Merger /
Acquisition going forward.

DIVIDEND AND GENERAL RESERVE

The Company has not recommended any dividend for the
financial year 2024-25. The Company has not transferred
any amount to the general reserve.

SHARE CAPITAL

The paid-up Equity share capital of the Company as on 31^st
March, 2025 was Rs. 413,500,600/During the year under

review, the Company has not issued shares with differential
voting rights or granted stock options or sweat equity shares.

The Board of Directors at their meeting held on 27.01.2025
has proposed to increase the authorized share capital of
the company to facilitate the issue of shares for Company’s
future funding requirements.

Subject to the approval of the Shareholders at the ensuing
Annual General Meeting, approved the proposal for
increasing the Authorised Capital of the Company from
Rs.44,15,00,000/- (Rupees Forty Four crores and fifteen
Lakhs only) divided into 4,41,50,000 (Four crore forty one
lakh and fifty thousand) Equity Shares of Rs.10/- (Rupees
Ten only) each to Rs. 50,00,00,000/- (Rupees Fifty Crores
only) divided into 5,00,00,000 (Five Crores) Equity Shares
of Rs.10/- (Rupees Ten only) each.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered
under Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not extended any loans, guarantees
nor made any investments covered under the provisions
of Section 186 of the Companies Act, 2013 during the
year.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

The company has adequate internal control systems
commensurate within its size and nature of business. The
Management has overall responsibility for the Company's
internal control system to safeguard the assets, usage of
resources, compliance with applicable laws & regulations
and to ensure reliability of financial records. The Company
has also in place, adequate Internal Financial Controls with
reference to Financial Statements. During the year, such
controls were tested and no reportable material weaknesses
or inefficacy or inadequacy in the design or operation were
observed.

SUBSIDIARY COMPANIES

As at 31^st March, 2025, your Company had a total of 2
subsidiaries and 2 step down subsidiaries. The details of
the same are enclosed as Annexure 2. The details are
given below:

SUBSIDIARY / STEP DOWN SUBSIDIARY COMPANIES
(I) Subsidiaries:

i) RCI POWER LIMITED

ii) RCI POWER (AP) LIMITED

These are the Companies that hold land on which Wind
Farm is being developed. Further, RCI Power Limited has
two subsidiaries. The Companies have given the land held
by them on a lease for 25 years.

Step down Subsidiaries

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

RISK MANAGEMENT

The Company has a Risk Management policy which
systematically evaluates the business risks, operational
control and policy compliance associated with its business
through its risk document, on an ongoing basis. The Board
apprised the risk document and the mitigation plans at the
Board meeting.

DIRECTORS

During the year under review, there were changes to the
Board of Directors. Mrs. Sharadha G (DIN: 08398179),
Director of the Company resigned from the Board w.e.f
6^th May, 2024. Ms. R. Amurthavalli (DIN: 07136986) was
appointed as Additional Director of the Company with effect
from 23^rd July, 2024 and subsequently appointed as Director
in the Annual General Meeting held on 28^th September,
2024. Mr. K N Narayanan (DIN: 01543391) retired from
the position of Independent Director of the Company with
effect from 29^th September, 2024. Mr. G. Ramachandran
(DIN: 10802960) was appointed as an Additional
(Independent) Director with effect from 17th October, 2024
and regularized by way of Shareholders approval via postal
ballot dated 11^th January, 2025.

Further the term of Mr. M. Narayanamurthi (DIN: 00332455),
Managing Director, is due to expire on June 30, 2025.
The Nomination and Remuneration Committee (“NRC”),
after due evaluation of his performance, experience,
and contribution to the Company, has recommended
his re-appointment for a further term of three (3) years
commencing from July 1,2025 to June 30, 2028, not liable
to retire by rotation.

The Board based on the recommendation of Nomination
and Remuneration Committee has approved the re¬
appointment of Mr. Narayanamurthi as Managing Director
of the Company for a period of 3 years commencing from
1^st July, 2025 to 30^th June, 2028.

The above appointment is subject to the approval of
shareholders at the ensuing Annual General Meeting.

Further details are provided in the Corporate
Governance Report

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and 203
of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the following have been designated as Key Managerial
Personnel of the Company as on 31^st March, 2025:

Mr. M. Narayanamurthi - Managing Director

Mr. A. Sriram - Chief Financial Officer

Mr. A.V. Ramalingam - Company Secretary

No changes have been made in the Key Managerial
Personnel and the Company is in compliance with the
required provisions of the Act and Listing Regulations.

EVALUATION OF BOARD’S PERFORMANCE

As per the provisions of Section 134(3)(p) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out
an annual performance evaluation of its own performance,
the directors individually as well as evaluation of the working
of its Audit Committee, Nomination and Remuneration
Committee, and Stakeholders Relationship Committee.
The manner in which the evaluation has been carried out
is explained in the Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

On their appointment, Independent Directors are familiarized
about the Company’s business and operations. Interactions
with senior executives are facilitated to gather insight specific
to the Company’s operations. Detailed presentations are
made available to apprise about Company’s history, current
business plan and strategies. The details of familiarization
programmes are disclosed on the website of the Company
https://premierenergy.in/policies/.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors (IDs), have submitted the
declaration of independence, as required pursuant to
section 149(7) of the Act, confirming that they meet the
criteria of independence as provided in section 149(6) of the
Act. In the opinion of the board, the IDs fulfill the conditions
specified in the Act and the rules made there under for
appointment as IDs including the integrity, expertise and
experience and further confirm that they are independent of
the management. The IDs of the company have registered
their names with the data bank of IDs and have completed
their online proficiency selfDassessment test as per the
timeline notified by the Ministry of Corporate Affairs (MCA).

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013,
the Board on the recommendations of the Nomination and
Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and
other employees and their remuneration. The details
of the Remuneration Policy are stated in the Corporate
Governance Report.

NUMBER OF MEETINGS OF THE BOARD

The Board had met Nine (9) times during the financial year
ended 31^st March, 2025 on the following dates 11.05.2024,

30.05.2024, 23.07.2024, 14.08.2024, 29.08.2024,

17.10.2024, 13.11.2024, 27.01.2025 and 24.03.2025. The
details of the said meetings are given in the Corporate
Governance Report. The intervening gap between the
Meetings was within the period prescribed under the
Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the
year ended 31^st March, 2025, the applicable accounting
standards had been followed along with proper
explanation relating to material departures, if any;

b. that the directors had selected such accounting policies
as mentioned in Note No: 1 of the Financial Statements
and applied them consistently and judgement 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 31^st March, 2025 and of the Profit of the
Company for the year ended on that date;

c. that the directors had 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. that the directors had prepared the annual accounts on
a going concern basis;

e. that the directors had laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively.

f. that 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.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the
financial year were in the ordinary course of business and on
an arm's length basis. There were no materially significant
related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with
the interest of the Company at large. None of the Directors
has any pecuniary relationships or transactions vis-a-vis the
Company other than reimbursement of expenses incurred,
if any, for attending the Board meeting. The Related Party
Transactions are placed before the Audit Committee for
review and approval as per the terms of the Policy for
dealing with Related Parties. The statement containing
the nature and value of the transactions entered into
during the quarter is presented at every Audit Committee
by the CFO for the review and approval of the Committee.
Further, transactions proposed in subsequent quarter are
also presented. Besides, the Related Party Transactions
are also reviewed by the Board on an annual basis. The
details of the Related Party Transactions are also provided
in the accompanying financial statements. There are
no contracts or arrangements entered into with Related
Parties during the year ended 31^st March, 2025 to be
reported under section 188(1). The policy on dealing with
Related Parties as approved by the Board is uploaded and
is available on the Company's website at the following link
https://premierenergy.in/policies/

The From AOC 2 is enclosed as Annexure II.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMER MADE BY THE STATUTORY AUDITORS
AND THE PRACTISING COMPANY SECRETARY IN
THEIR REPORT

The explanations/comments made by the Board relating to
qualification, reservations or adverse remarks made by the
Practising Company Secretary in their respective reports
are furnished below:

QUALIFICATIONS OF SECRETARIAL AUDITOR:

The following qualifications has been mentioned in
the report

The Company had one director as independent director
during the period from 30th September, 2024 to 16th
October, 2024 in Audit Committee, Nomination and
Remuneration Committee violating the provisions of Section
177 and Section 178 of Companies Act 2013 and Rule 4
of Companies (Meeting of Board and its powers) Rules,
2014 respectively. However, Company had appointed a
new Independent Director Mr. G Ramachandran with effect
from 17^th October, 2024 bringing adequacy in composition
of Committees.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments affecting the
financial position of the Company has occurred between the
end of the financial year 2025 and the date of this report.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee constituted by the Board pursuant to
Section 177 of the Companies Act, 2013, consists of the
following members and the committee met 7 times during
the year and details of which are given in the Corporate
Governance report.

The Board has accepted the recommendations of the Audit
Committee and there were no instances of deviation from
such recommendations during the financial year under
review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance
of provisions of Section 177(10) of the Companies Act, 2013
for Directors and employees to report genuine concerns or
grievances to the Audit Committee in this regard and details
whereof are available on the Company’s website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the
Board has constituted a Nomination and Remuneration
Committee consisting of the following members and the
committee met twice during the year and details of which
are given in the Corporate Governance report.

The said committee has been empowered and authorized
to exercise powers as entrusted under the provisions of
Section 178 of the Companies Act, 2013. The Company has
laid out and is following the policy on director’s appointment
and remuneration including criteria for determining
qualifications, positive attributes, independence of a director
and other matters provided under sub section 3 of Section
178 of the Companies Act, 2013. Policy on Criteria for Board
Nomination and Remuneration is available in the website

of the Company under the link https://premierenergy.in/wp-
content/uploads/2019/03/2.-Board-Nomination-Criteria.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the
Company has constituted a Stakeholders Relationship
Committee consisting of the following members and the
committee met once during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria specified under
Section 135(1) of the Companies Act, 2013, consequently,
the provisions pertaining to Corporate Social Responsibility
shall not be applicable to the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS

The company has not received any significant and material
orders passed by the regulators or courts or tribunals
impacting the going concern status and company’s
operations in future.

STATUTORY AUDITORS

M/s. R Sundararajan & Associates, Chartered Accountants,
(Firm Registration No. 008282S), were appointed as
Statutory Auditors of the Company at the 32^nd Annual
General Meeting held on September 29, 2024 for a
period of 5 years commencing form the conclusion of
32^nd Annual General Meeting till the conclusion of
37^th Annual General Meeting to be held in the year 2029.
The firm has consented and confirmed that the appointment
is within the limit specified under Section 141(3)(g) of the
Companies Act, 2013. The Statutory Auditors have also
confirmed that they are not disqualified to be appointed as
such in terms of the proviso to Section 139(1), 141(2) and
141(3) of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014.

The Audit Report of R Sundararajan & Associates on the
Financial Statements of the Company for the Financial
Year 2024-25 is a part of Annual Report. The notes on the
financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments.
There are no qualifications, reservations, adverse remarks
or disclaimers by the statutory auditors in their report.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s. Srinidhi
Sridharan & Associates, Company Secretaries, conducted
the Secretarial Audit of the company for the financial year
2024-25. The Secretarial Audit Report provided by the
Secretarial Auditor, in Form No. MR-3, is annexed to this
Report as “Annexure- IV”.

In compliance with the aforementioned provisions, the
Secretarial Audit Report of the material subsidiary of the
Company, i.e., RCI Power Limited, for the financial year
2024-25, is also annexed to this Report as “Annexure- V”.

Based on the recommendation of the Board at its meeting
held on 27th May, 2025, M/s. Sridharan & Sridharan
Associates, Company Secretaries, is proposed to be
appointed as the Secretarial Auditors of the Company to
hold office for a term of five consecutive years from the
conclusion of ensuing 33rd Annual General Meeting (‘AGM’)
till the conclusion of 38th AGM of the Company to be held
in the Year 2030, subject to the approval of shareholders
as per the SEBI, (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) read
with Section 204 of the Act and Rules thereunder.

INTERNAL AUDITOR

The Company regularly monitors the effectiveness of its
internal control systems. For the financial year 2024-25,
Mr. V. S. Saptharishi, Chartered Accountant, have been
appointed as the Internal Auditor of the Company. Mr. V. S.
Saptharishi will be responsible for auditing specific locations
and processes, evaluating the adequacy and effectiveness
of the Company's internal control systems, and reviewing
the Company’s operations as per an internal audit plan duly
approved by the Audit Committee.

The recommendations of the Internal Auditor on
improvements in the operating procedures and control
systems for strengthening the operating procedures will be
presented periodically to the Audit Committee.

During the year under review, the Internal Auditor has
not reported any matter under Section 143(12) of the
Companies Act, 2013. Therefore, no details are required to
be disclosed under Section 134(3)(ca) of the Act.

COST AUDITOR

The Company is not required to appoint cost auditor as per
Section 148 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting
the business details, is attached and forms part of this
report.

CORPORATE GOVERNANCE

All material information was circulated to the directors before
the meeting or placed at the meeting, including minimum
information required to be made available to the Board as
prescribed under Part A of Schedule II of Sub- Regulation
7 of Regulation 17 of the Listing Regulations.

In terms of Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a Report on Corporate
Governance along with a Certificate from the M/s Srinidhi
Sridharan & Associates, Company Secretaries, confirming
the compliance with the conditions of Corporate Governance
as stipulated under Part E of Schedule V of Sub- Regulation
34(3) of the Listing Regulations is attached to this report.

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

The Company has in place an Anti Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at the workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy.

The following is a summary of sexual harassment complaints
received and disposed off during the year 2024-25:-
No. of complaints received - Nil
No. of complaints disposed off - Not Applicable

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Company has no activities, relating to conservation
of energy or technology absorption and foreign exchange
earnings and outgo during the year under review.

ANNUAL RETURN

The details forming part of the annual return in the
prescribed form MGT-7 as per Section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 is available
at the website of Company: http://www.premierenergy.in//
Inv AnnualReports.html.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standard
on Meetings of the Board of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2).

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median
of employees’ remuneration as per Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 is annexed as annexure III.

FRAUDS REPORTED BY AUDITOR

There were no instances of frauds reported by the auditor
under section 143(12) of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
prepared in accordance with Section 129(3) of the
Companies Act, 2013 and relevant Accounting Standards
(AS) viz. AS 21, AS 23 and AS 27 issued by the Institute
of Chartered Accountants of India form part of this Annual
Report. Further, a statement containing the salient features
of the financial statement of the subsidiary in the prescribed
format AOC-1 is appended to the Directors Report as
Annexure I. The statement also provides the details of
performance and financial position of the subsidiary.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during
the financial year under review.

GENERAL

The Company has not issued any equity shares with
differential voting rights or sweat equity shares during the
financial year under review.

OTHER STATUTORY DISCLOSURES

• There are no applications made or proceedings
pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

• The Company has not entered into one time
settlement with any Bank or Financial Institutions during the
year. Hence, disclosure pertaining to difference between
amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan is not
applicable.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank the Shareholders, employees
and all concerned for their continued support.

For and on behalf of the Board
M NARAYANAMURTHI

Place : Chennai DIN:00332455

Date : 27.05.2025 Managing Director