Premier Capital Services Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 42nd Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors Report for the year ended 31st March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

Financial results of the Company for the year under review are as follows:-

(Amount in Lakhs)

Particulars	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Total Income	77.59	80.95
Profit/(Loss) before Finance Cost, depreciation / amortisation expenses, Tax & exceptional item	(9.00)	(1.03)
Less: Finance Cost	-	-
Profit/ (Loss) before depreciation expenses & Tax	(9.00)	(1.03)
Less: Depreciation/ amortisation expenses	-	-
Profit/ (Loss) before exceptional items &tax	(9.00)	(1.03)
Less: Exceptional Items	(9.00)	(1248.74)
Less: Tax expenses Deferred Tax	-	-
Profit/ (Loss) for the year	(9.00)	(1249.77)

2. OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the year under review, the company has recorded Total Income of Rs. 77.59 Lakhs and was Rs. 80.95 Lakhs during the previous year. The Company has incurred a net loss of Rs. 9.00 Lakhs as compared to Rs. 1249.77 Lakhs during the previous year. Your Directors are hopeful that the company may be able to show better performance in coming year.

3. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

There is no change in the nature of business of the Company during the year.

4. CHANGE IN THE REGISTERED OFFICE ADDRESS OF THE COMPANY

There is no change in the registered office address of the Company during the year.

5. LISTING AT STOCK EXCHANGE:

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the Listing Fee for the year 2025-26 has been duly paid.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments have been noticed between the end of financial year of the Company and the date of the report which will affect the financial position of the Company.

7. SHARE CAPITAL:

During the year under review, there have been no changes in the Share Capital of the Company.

8. DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2025.

9. TRANSFER TO RESERVES:

Your Directors do not proposed any amount to be transferred to the Reserves for the year ended 31st March, 2025.

10.DEPOSITS:

Your Company has not invited/accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and Rules made there under, during the year under review.

11.CORPORATE SOCIAL RESPONSIBILITY (CSR POLICY):

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company; therefore the Company has not developed and implemented any Corporate Social Responsibility initiatives.

12.DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Confirmation of appointments;

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Sharda Manoj Kasliwal (DIN: 00345386), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

b) Directors and Key Managerial Personnels:

During the financial year 2024-25, Mr. Manoj Sumati Kumar Kasliwal- Non executive Director, Mrs. Sharda Kasliwal Non executive Director, Mr. Aman Sanghvi - Independent Director and Mr. Neeraj Goenka Independent Director are on the Board of the Company.

During the year under review, Mr. Soumil Ekadi (DIN: 08926008) has resigned as the Non-Executive Independent Director of the Company w.e.f. 13.08.2024. Your Directors place on record their appreciation for the invaluable guidance and services render during his tenure to the Company.

During the year under review, Mrs. Rashmi Ahuja (DIN: 03385181) has ceased as the Non-Executive Independent Director of the Company w.e.f. 24.09.2024, due to completion of her tenure. Your Directors place on record their appreciation for the invaluable guidance and services render during her tenure to the Company.

Mr. Rajendra Kumar Mungar Chief Financial Officer, Mrs. Deepti Dubey - Chief Executive Officer, Mrs. Poonam Sharma- Company Secretary cum Compliance Officer are the Key Managerial Personnel of the Company as on the date of this report.

Ms. Himani Jain as Company Secretary and Compliance Officer of the company has resigned from the post of Company Secretary and Compliance Officer of the company w.e.f. 03.12.2024.

Based on the recommendation of Nomination & Remuneration Committee, the Board appointed Mrs. Poonam Sharma as Company Secretary and Compliance Officer of the company w.e.f. 01.04.2025. c) Statement on Declaration by Independent Directors;

All Non-Executive and Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These confirmations have been placed before, and noted by Board.

d) Disqualifications of Directors;

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary certifying that none of the directors of the company disqualified for holding office as director of the Company is enclosed with this Board Report.

13. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Shareholders Grievance Committee.

The performance evaluation of Independent Directors has been done by the Board of Directors excluding the directors being evaluated. In a separate meeting of independent directors, performance of non-independent directors and performance of the Board as a whole was evaluated. The Nomination and Remuneration Committee reviewed the performance of the individual directors based on the criteria such as the contribution of individual directors on the Board of the Company.

14. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

Board Composition and Category of Directors

As on 31st March, 2025, the Board of Directors of the company comprised of Four Directors including two Non-executive (including one women director) and two Independent Director. The Composition of Board is in conformity with the provisions of Companies Act, 2013 and Listing Regulations.

A calendar of Meetings is prepared and circulated in advance to the Directors. Adequate notice is given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance.

The following 06 (Six) Meetings of the Board of Directors were held during the Financial Year 2024-25.The intervening gap between the respective two Meetings was in accordance with the provisions prescribed under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and notification issued by the Ministry of Corporate Affairs from time to time.

S. No.	Date of meeting (DD/MM/YYYY)	Total Number of directors as on the date of meeting	Attendance Number of directors attended	% of attendance
1.	30/05/2024	4	4	100%
2.	13/08/2024	4	4	100%
3.	26/08/2024	4	4	100%
4.	12/11/2024	4	4	100%
5.	03/12/2024	4	4	100%
6.	11/02/2025	4	4	100%

The requisite quorum was present at the all meetings of the Board. The attendance of the Directors at the Board Meetings is as under:

S. No.	Name of the Director	Category	Attendance Particulars Board Meeting	No. of Last AGM	Committee other Director ship	No. of Position in other Companies Chairman	Shares/I nstrumen Member	ts held on 31st March,20 25
1	Mr. Manoj Sumati Kumar Kasliwal	Promoters and Non-	06	Yes	4	-	-	-
2	Mrs. Sharda Manoj Kasliwal	Executive Directors	06	Yes	4	-	-	-
3	Mrs. Rashmi Ahuja	Independent	03	Yes	-	-	-	-
4	Mr. Soumil Ekadi	and Non-	02	NA	-	-	-	-
5	Mr. Aman Sanghvi	Executive Directors	04	Yes	-	-	-	-
6	Mr. Neeraj Goenka		03	Yes	-	-	-	-

The Board has confirmed compliance with the code of conduct for members of the Board and Senior Management.

Note:

No Director is related to any other Director except Mr. Manoj Sumati Kumar Kasliwal & Mrs. Sharda Manoj Kasliwal who are Husband & Wife.

15. COMMITTEE OF THE BOARD:

During the year, the Board has Three Committees, as required under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, as follows:

a) Audit Committee b) Shareholders Grievance Committee c) Nomination and Remuneration Committee

The following 11 (Eleven) Meetings of the Committees were held during the Financial Year 2024-25:

S.	Type of	Date of meeting	Total	Attendance
No.	meeting	(DD/MM/YYYY)	Number of members as on the date of meeting	Number of members attended	% of attendance
1.	Audit Committee	30/05/2024	3	3	100%
2.	Audit Committee	13/08/2024	3	3	100%
3.	Audit Committee	26/08/2024	3	3	100%
4.	Audit Committee	12/11/2024	3	3	100%
5.	Audit Committee	11/02/2025	3	3	100%
6.	Nomination and Remuneration Committee	13/08/2024	3	3	100%
7.	Nomination and Remuneration Committee	26/08/2024	3	3	100%
8.	Shareholders Grievance Committee	30/05/2024	3	3	100%
9.	Shareholders Grievance Committee	13/08/2024	3	3	100%
10.	Shareholders Grievance Committee	12/11/2024	3	3	100%
11.	Shareholders Grievance Committee	11/02/2025	3	3	100%

For effective and efficient functioning of the Company following committees was established:

A. AUDIT COMMITTEE

The Audit Committee was constituted in accordance with the provisions of Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Terms of Reference:

The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting process with a view to ensuring accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting. The Audit Committee adheres to the Listing Regulations in terms of quorum for its meetings, functioning, role and powers as also those set out in the Companies Act, 2013. The said committee reviews report of the internal auditors, meet statutory auditors, internal auditors periodically to discuss their findings and suggestions, internal control system, scope of Audit, observation of the auditors and other related matters and reviews major accounting policies followed by the Company. The minutes of Audit committee meetings are regularly placed before the Board.

Composition:

The Committee comprise of three members out of which two are Non Executive & Independent Directors and one is Promoter & Non Executive Director as on 31st March, 2025.

Attendance

As at 31st March, 2025, the composition of the Committee and the attendance details of Committee Members at the meetings held during the period under review is as follows:

Name of the Directors	Designation	No. of Meetings Attended
Mr. Soumil Ekadi*	Chairman	2
Mrs. Rashmi Ahuja**	Member	3
Mrs. Sharda Manoj Kasliwal	Member	5
Mr. Aman Sanghvi*	Chairman	3
Mr. Neeraj Goenka***	Member	2

B. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was constituted in accordance with the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Terms of Reference:

Your Company has, on recommendation of the Nomination & Remuneration Committee framed the Remuneration Policy which inter-alia lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, alongwith the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters.

Composition:

The Committee comprise of three members out of which two are Non Executive & Independent Directors and one is Promoter & Non Executive Director as on 31st March, 2025.

Attendance

As at 31st March, 2025, the composition of the Committee and the details of Committee Members during the period under review as follows:

Name of the Directors	Designation	No. of Meetings Attended
Mrs. Rashmi Ahuja**	Chairman	2
Mr. Manoj Sumati Kumar Kasliwal	Member	2
Mr. Soumil Ekadi*	Member	1
Mr. Aman Sanghvi*	Member	1
Mr. Neeraj Goenka***	Chairman	0

C. SHAREHOLDERS GRIEVANCES COMMITTEE

Terms of Reference:

The Committee has been constituted to facilitate prompt and effective redressal of shareholders complaints and reporting of the same to the Board periodically. The Company has also appointed Purva Sharegistry (India) Pvt. Ltd., Mumbai a SEBI Registered independent agency, as Registrar & Share Transfer Agent for handling Demat as well as Physical Share Transfer work of the Company.

Composition:

The Committee comprise of three members out of which two are Non Executive & Independent Directors and one is Promoter & Non Executive Director as on 31stMarch, 2025.

Attendance

As at 31st March, 2025, the composition of the Committee and the attendance details of Committee Members at the meetings held during the period under review is as follows:

Name of the Directors	Designation	No. of Meetings Attended
Mr. Soumil Ekadi*	Chairman	2
Mrs. Rashmi Ahuja**	Member	2
Mr. Manoj Sumati Kumar Kasliwal	Member	4
Mr. Aman Sanghvi*	Chairman	2
Mr. Neeraj Goenka***	Member	2

*Mr. Soumil Ekadi ceased to be the chairman and member of the Committees, due to resignation as Independent Director w.e.f. closure of working hours of 13.08.2024 and in place of him Mr. Aman Sanghvi was appointed as an chairman and member of the Committees as well as Independent Director of the Company w.e.f. 13.08.2024.

**Mrs. Rashmi Ahuja ceased to be the member of the Committees, due to completion of her tenure as Independent Director w.e.f. closure of working hours of 24.09.2024.

***Mr. Neeraj Goenka was appointed as an chairman and member of the Committees as well as Independent Director of the Company w.e.f. 26.08.2024.

Further, due to Changes in the Composition of Board of the Company, the Board of Directors of the Company at its meeting held on 13th August, 2024, have approved the re-constitution of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee with effect from Tuesday, 13th August,

2024. Post Reconstitution, the Composition of aforesaid Committees shall be as under:

a. Audit Committee:

1. Aman Sanghvi# Chairman, Additional Independent Director 2. Rashmi Ahuja Member, Independent Director 3. Sharda Manoj Kalsiwal Member, Non Executive Director

b. Nomination and Remuneration Committee:

1. Rashmi Ahuja Chairman, Independent Director 2. Manoj Kasliwal Member, Non Executive Director

3. Aman Sanghvi# Member, Additional Independent Director

c. Stakeholder Grievances Committee:

1. Aman Sanghvi# Chairman, Additional Independent Director 2. Rashmi Ahuja Member, Independent Director 3. Manoj Kalsiwal Member, Non Executive Director

# Appointed as chairman and member of Committee w.e.f.13th August, 2024.

Furthermore, due to Changes in the Composition of Board of the Company, the Board of Directors of the Company at its meeting held on 26th August, 2024, have approved the re-constitution of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee with effect from Monday, 26th August, 2024. Post Reconstitution, the Composition of aforesaid Committees shall be as under:

a. Audit Committee:

1. Aman Sanghvi Chairman, Additional Independent Director 2. Neeraj Goenka## Member, Independent Director 3. Sharda Manoj Kalsiwal Member, Non Executive Director

b. Nomination and Remuneration Committee:

1. Neeraj Goenka## Chairman, Independent Director 2. Manoj Kasliwal Member, Non Executive Director 3. Aman Sanghvi# Member, Additional Independent Director

c. Stakeholder Grievances Committee:

1. Aman Sanghvi# Chairman, Additional Independent Director 2. Neeraj Goenka## Member, Independent Director 3. Manoj Kalsiwal Member, Non Executive Director

## Appointed as chairman and member of Committee w.e.f. 26th August, 2024.

Number of Complaints Received ----------NIL---------

Compliance Officer

CS Himani Jain was Compliance Officer of the Company and thereafter resigned from the post of Company Secretary and Compliance Officer w.e.f. 03.12.2024.

Mr. Rajendra Kumar Mungar was compliance Officer until CS Poonam Sharma was appointed as Company Secretary and Compliance Officer w.e.f. 01.04.2025.

A. INDEPENDENT DIRECTORS MEETING

Pursuant to Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, an exclusive meeting of Independent Directors was also held without the presence of Non-independent directors & members of management. The Independent Directors met on 11th February, 2025 inter alia to discuss: i. review the performance of non-independent directors and the Board as a whole; ii. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; iii. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

16.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are provided in the Notes to the Financial Statements.

17.DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT

THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF:

During the year under review, there were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

18.DISCLOSURE OF RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements made with related parties as referred under Section 188 of the Companies Act, 2013 during the year under review.

19.DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2025 and of the profit or loss of the Company for that period;

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 ongoing concern basis;

e) 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) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

20.AUDITORS: a) Statutory Auditors;

The Statutory Auditors M/s. SPARK & Associates Chartered Accountants LLP, Chartered Accountants, Indore (M.P), (Firm Registration No. 005313C), were re-appointed as Statutory Auditors of the Company in 41st Annual General Meeting held on 24.09.2024 to hold office for a period of five years from the conclusion of 41st Annual General Meeting till the conclusion of the 46th Annual General Meeting. The company has received an eligibility letter under section 141 of the Companies Act, 2013 and rules made thereunder that they are not disqualified. The Board is authorized to fix the remuneration of Statutory Auditors for each of the financial year separately on year to year basis. b) Secretarial Auditor;

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had, at its meeting held on August 26, 2024, appointed CS Dinesh Kumar Gupta, Practicing Company Secretary, Indore (M.P.), to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013 and other applicable provisions, on the recommendation of the Audit Committee, the Board of Directors of your Company has appointed CS Dinesh Kumar Gupta, Practicing Company Secretary, Indore (M.P.), (C.P No. 4715 & Peer Review certificate no. 6623/2025), as secretarial auditors for a term of 5 (five) consecutive years commencing from the Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the Members at the ensuing Annual General Meeting. The Board has recommended his appointment for approval of the Members at the ensuing Annual General Meeting.

CS Dinesh Kumar Gupta, Practicing Company Secretary, Indore (M.P.) had confirmed their eligibility and independence and had also expressed their willingness to accept the appointment upon approval.

c) Cost Auditor;

Maintenance of cost records as specified by Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company. Hence the Company is not required to appoint Cost Auditor during the year under report.

d) Internal Auditor;

Pursuant to Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company in its meeting held on 26th

August, 2024 had appointed M/s Sheetal Bala Bansal & Associates, Chartered Accountants, Indore (M.P.) (Firm Registration Number: 013027C) as Internal Auditors of the Company, to conduct internal audit of the functions and activities of the Company for the Financial Year 2024-25.

Further Pursuant to Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company in its meeting held on 24th May, 2025 had appointed Mr. Nitin Arvind Oza, Chartered Accountants, Mumbai (Mh) (Firm Registration Number: 107149W) as Internal Auditors of the Company, to conduct internal audit of the functions and activities of the Company for the Financial Year 2025-26.

21.AUDITORS REPORT:

a) Statutory Auditors Report;

The observations made in the Auditors Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

b) Secretarial Audit Report;

Pursuant to the provisions of section 204 (1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the Company has obtained a Secretarial Audit Report in the prescribed Form MR-3, from

CS DINESH KUMAR GUPTA, Company Secretary in Practice, Indore (M.P.). The Secretarial Auditor Report is annexed herewith as Annexure "I".

The secretarial Audit Report contains following qualifications, reservation and adverse remark as follows:

a) In terms of the Regulation 46 (2) of SEBI (LODR) Regulations, 2015, various information/documents are not disseminated on the website maintained by the Company (https://www.premiercapitalservices.in).

b) In terms of the Regulation 31(4) of SEBI (SAST) Regulations, 2011, the listed entity is required to submit declaration from the Promoters and Promoter Group each year, the Company has submitted the said disclosure delayed for the year ended March 31, 2024.

c) In terms of the Regulation 6 (1) of SEBI (LODR) Regulations, 2015, the listed entity is required to appoint a qualified company secretary as the compliance officer not later than three months from the date of vacancy in the office of the Compliance Officer, the company has appointed company secretary cum Compliance officer beyond the prescribed period of three months on 01.04.2025 from the date of vacancy on 03.12.2024.

Managements Reply:

Due to absolute inadvertence and owing to gap in internal office information, various information/documents are not disseminated on the website of the company. As and when it comes to the knowledge of the management of the company, it has initiated updating of website of the company so as to make necessary compliances. The website of the company is under maintenance.

The management of the Company has taken all necessary steps and actions to do proper and timely compliance. It assures to do timely compliance in future under various applicable acts & regulations.

22.DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

No frauds are reported by the auditors of the company under sub-section (12) of Section 143 of the Companies Act, 2013, for the financial year ended 31st March, 2025.

23.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO:

Your Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing activities and has no foreign collaboration and has not exported or imported any goods or services during the year.

Hence Conservation of energy and technology absorption pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014: NIL

Foreign Exchange earned- Nil Foreign Exchange used- Nil

24.CODE OF CONDUCT:

Your Company has adopted a code of conduct for its Board of Director and the Senior Management Personnel. The code requires the directors and employees of the Company to act honestly, ethically and with integrity and in a professional and respectful manner.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

25.VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) &(10) of Companies Act, 2013, read with Rule 7 of Companies (Meetings and Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements), 2015the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct of Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of Audit committee in exceptional cases.

26.INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal financial controls with reference to the financial statements. During the year, in order to further strengthen the internal financial controls, a renowned professional consultant firm was hired to conduct an assessment of the existent internal financial controls and advise on best practices for adoption.

27.PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the Model Code of Conduct, as prescribed under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015, as amended and has duly complied with provisions of the said code.

28.BUSINESS RISK MANAGEMENT:

The Company has in place a mechanism which highlights the Companys practices and risk management framework to identify, assess, monitor and mitigate various risks and manage the uncertainties to key business objectives and the Companys internal control systems are commensurate with the nature of its business and the size and complexity. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

29.BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility Reporting as required by Regulation 34(2) (f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the amendment dated May 5, 2021,the top one thousand listed entities based on market capitalization shall submit a Business Responsibility and Sustainability Report (BRSR) in the format as specified by the Board from time to time.

Since the Company was not in top 1000 listed entities, the Company shall not be required to submit BRSR under Regulation 34(2)(f) of the SEBI LODR Regulations.

30.INFORMATION PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

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

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is not required to comply with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, no case in the nature of sexual harassment were reported at any workplace of the Company.

32. STATEMENT OF COMPLAINCE WITH MATERNITY BENEFIT ACT

The provisions relating to the Maternity Benefit Act is not applicable to the Company.

33.NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

S.No.	Particulars	No. of Employees
1.	Female	2
2.	Male	1
3.	Transgender	-
	Total	3

34.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There is no significant and material order passed by the regulators or courts or tribunal impacting the going concern status and Companys operations in future.

35.INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

36.SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE:

Your Company does not have any Subsidiary, Joint Venture or Associate Companies.

37.SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively as specified by the Institute of Company Secretaries of India.

38.COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company has, on the recommendation of the Nomination & Remuneration Committee framed a Remuneration Policy which inter-alia lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, alongwith the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters provided under section 178(3) of the Companies Act, 2013.The details of this policy are explained in the Annexure ‘II.

a) Details of Remuneration of Directors;

Your Company has not paid any remuneration to its Directors.

b) Details of Remuneration of Key Managerial Personnel;

Sl. No.	Name	Designation	Remuneration paid period ended 2024-25	Remuneration paid period ended 2023-24
1.	Mr. Rajendra Kumar Mungar	Chief Financial Officer	Rs. 1,20,000/- P.A.	Rs. 1,20,000/- P.A.
2.	Ms. Deepti Dubey	Chief Executive Officer	Rs. 1,20,000/- P.A.	Rs. 1,20,000/- P.A.
3.	Ms. Himani Jain (Resigned w.e.f. 03.12.2024)	Company Secretary	Rs.216000/- P.A.	Rs.2,92,500/- P.A.

39.WEB ADDRESS:

As required under Section 92(3) read with section 134(3) of the Companies Act 2013, the Annual Return for the Financial Year 2024-25 will be made available on the website of the Company at www.premiercapitalservices.in once it is filed with the Ministry of Corporate Affairs after holding Annual General Meeting of the company.

40.MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchange, your Company is required to give a note on management discussion and analysis with regard to Companys perception. A report on the same is annexed herewith as Annexure "III."

41.CORPORATE GOVERNANCE:

Your Company is not required to submit Corporate Governance Report as the equity share capital and net worth of the Company is less than required limits as on the last date of the previous financial year. Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirement within six month from the date on which the provisions become applicable to the Company.

42.REVISION OF ANNUAL FINANCIAL STATEMENTS

There was no case of revision in financial statement during the year.

43.VOTING RIGHTS OF EMPLOYEES

There were no voting rights exercised by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

44.ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for assistance and cooperation received from Banks, Government Authorities, Investors, Stock Exchange and Members during the year under review and thank to all the shareholders for their continued support. The Board of Directors also place on record its sincere appreciation of the commitment and hard work put in by the Management and Employees of the Company.

	For and on behalf of the Board
	Sd/-
	Manoj Sumati Kumar Kasliwal
Date :25-08-2025	Chairman
Place : Indore	(DIN: 00345241)
REGISTERED OFFICE
4, Bhima Vaitarna Complex,
Sir Pochkhanwala Road,
Worli, Mumbai, (MH) 400 030
CIN: L65920MH1983PLC030629