Premier Energy & Infrastructure Ltd Directors Report

Dear Shareholder,

Your Directors have pleasure in presenting the 32^nd Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

	Consolidated		Standalone
Particulars	2023-24	2022-23	2023-24	2022-23
Gross Income	501.34	1429.95	501.34	1429.44
Profi t / (Loss) before interest & depreciation	(22.97)	627.80	44.80	657.81
Finance Charges	9.77	4.74	0.01	-
Depreciation	-	-	-	-
Net Profi t / (Loss) before tax	(32.74)	623.06	44.79	657.81
Tax expenses	(6.59)	-	-	-
Net profi t after tax	(39.33)	623.06	44.79	657.81
Other Comprehensive income	(0.20)	(0.09)	(0.20)	0.09
Total Comprehensive income	(39.13)	623.15	44.99	657.90

OPERATIONS AND PERFORMANCE:

During the fi nancial year under review, the Standalone Income is Rs. 501.34 lacs as compared to Rs. 1429.44 lacs in the previous year, while the Consolidated income for the year under review stands at Rs. 501.34 lacs as against Rs. 1429.95 lacs in the previous year. Standalone profi t for the current year was Rs. 44.79 lacs as compared to the profi t of Rs. 657.81 lacs in the previous year, while the Consolidated Loss for the current year was Rs. 39.33 lacs as compared to profi t of Rs. 623.06 lacs in the previous year.

BUSINESS HIGHLIGHTS

Throughout the year, the company faced liquidity constraints that prevented any business activity. However, the company is actively seeking new business opportunities for the fi nancial year 2024-25.

DIVIDEND AND GENERAL RESERVE

In view of the accumulated losses, no dividend is recommended for the fi nancial year 2023-24. 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, 2024 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.

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 Companys internal control system to safeguard the assets, usage of resources, compliance with applicable laws & regulations and to ensure reliability of fi nancial 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 ineffi cacy or inadequacy in the design or operation were observed.

SUBSIDIARY COMPANIES

As at 31^st March, 2024, 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.

Particulars	RCI Power Ltd	RCI Power (AP) Ltd
	2023-24	2023-24
Sales & Other Income	-	-
Equity Capital	1500	5.00
Reserves & Surplus	4994.53	836.38
Earnings per share	(0.46)	(27.06)

Step down Subsidiaries i) RCI Windfarm 30MW Private Limited and ii) RCI Windfarm 50 MW Private Limited

Particulars	RCI Wind Farm (30MW) Pvt Ltd	RCI Wind Farm (50MW) Pvt Ltd
	2023-24	2023-24
Sales & Other Income	-	-
Equity Capital	1.00	1.00
Reserves & Surplus	(6.00)	(5.72)
Earnings per share	(6.13)	(4.57)

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. Mr. Ramamoorthy Iyer Swaminathan (DIN: 02052310) was appointed as an Additional Director of the Company with effect from 14^th October, 2023 and subsequently appointed as an Independent Director of the Company for a period of fi ve years, effective from 14^th October, 2023 to 13^th October, 2028. Mr. K. Raman (DIN: 02982911), who served as Non-Executive Director of the Company, resigned from the Board with effect from the closure of business hours on 14th October, 2023.

Subsequently with effect from 06/05/2024 Ms. Gunti Sharadha has resigned as Non-executive Non-Independent director of the Company.

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, 2024: Mr. A. Sriram - Chief Financial Offi cer 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 BOARDS 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 Companys business and operations. Interactions with senior executives are facilitated to gather insight specifi c to the Companys operations. Detailed presentations are made available to apprise about Companys 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, confi rming that they meet the criteria of independence as provided in section 149(6) of the

Act. In the opinion of the board, the IDs fulfi ll the conditions specifi ed in the Act and the rules made there under for appointment as IDs including the integrity, expertise and experience and further confi rm 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 profi ciency self_assessment test as per the timeline notifi ed 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 Six (6) times during the fi nancial year ended 31^st March, 2024. 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, 2024, 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, 2024 and of the Loss of the Company for the year ended on that date;

c. that the directors had taken proper and suffi cient 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 fi nancial year were in the ordinary course of business and on an arms length basis. There were no materially signifi cant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential confl ict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-?-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 fi nancial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31^st March, 2024 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 Companys website at the following link https:// premierenergy.in/policies/ The From AOC 2 is enclosed as Annexure 2

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 qualifi cation, reservations or adverse remarks made by the Statutory Auditors and the Practising Company Secretary in their respective reports are furnished below:

a) QUALIFICATIONS OF STATUTORY AUDITORS

With regard to unconfirmed balance outstanding: The company has obtained confi rmations from major parties. Only confi rmation to be received is for the amount of Rs. 31.97 lacs pertaining to one party which will be closed or confi rmation obtained in the ensuring year.

With regard to the qualifi cation with reference to Note 33 of the standalone fi nancial results and Note 32 of the Consolidated Financial Results: Though the companys current liabilities exceeded its net realisable current assets, the company is in the process of relisting the shares in BSE for which necessary application has been submitted to BSE for restoration of trading. The company is looking for new business opportunities, including promoting low-cost housing projects, which will be fi nalised in the year 2024-25. Considering these and fi nancial commitment of the promoter group, the management has prepared the fi nancial statements by applying the "Going Concern" assumption.

b) QUALIFICATIONS OF SECRETARIAL AUDITORS

With regard to appointment of independent director, the company has appointed Mr. Swaminathan as Independent Director and has also been inducted in Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The company has been reclassifi ed from Delisting Category to Suspended Category. BSE Limited is currently permitting the Company to disseminate filings through BSE Listing Center to comply with SEBI Regulations and the company is fi lling all the disclosures.

The compliances which the company was unable to do in the BSE Site due to Delisting is now, after the shifting of Category from Delisting to Suspended Category, is able to fi le all the disclosures in BSE Website.

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 fi nancial position of the Company has occurred between the end of the fi nancial year 2024 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 4 times during the year:

Name of the Member	Designation
K N Narayanan	Chairman
Ramamoorthy Iyer	Member
M Narayanamurthi	Member

The Board has accepted the recommendations of the Audit Committee and there were no instances of deviation from such recommendations during the fi nancial 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 Companys 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 once during the year.

Name of the Member	Designation
K N Narayanan	Chairman
Ramamoorthy Iyer	Member
Gunti Sharadha	Member

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 directors appointment and remuneration including criteria for determining qualifi cations, 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 http://www.premierenergy.in/policies.html

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.

Name of the Member	Designation
Ramamoorthy Iyer	Chairman
K N Narayanan	Member
Gunti Sharadha	Member

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the losses incurred by the Company during the two out of the three previous fi nancial years and average of three years net profi t being negative, the requirement on spending or conducting meetings under the Corporate Social Responsibility Policy as per Section 135 of the Companies Act, 2013 is not applicable to the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

STATUTORY AUDITORS

The Members of the Company, at its 28th Annual General Meeting held on 27th December, 2020, appointed A N Jambunathan & Co, Chartered Accountants (Membership No. 001250S), as the Statutory Auditors of the Company to hold offi ce from the conclusion of the 28th AGM until the conclusion of the 33rd Annual General Meeting. However, A N Jambunathan & Co, Chartered Accountants, have submitted their resignation by a letter dated 22^nd August, 2024, resulting in a casual vacancy in the offi ce of Statutory Auditor as envisaged by Section 139(8) of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013, and based on the recommendation of the Audit Committee at its meeting held on 29th August, 2024, the Board of Directors has appointed R Sundararajan & Associates, Chartered Accountants, Chennai (Firm Registration No. 008282S), to fill the casual vacancy caused by the resignation of A N Jambunathan & Co. R Sundararajan & Associates will hold office as the Statutory Auditor of the Company until the conclusion of the 32nd Annual General Meeting, subject to the approval of the Members at this meeting. Their remuneration will be determined by the Board of Directors, based on the recommendation of the Audit Committee, excluding out-of-pocket expenses and applicable taxes.

Additionally, the Board of Directors, at its meeting held on August 29, 2024, had previously recommended the appointment of R Sundararajan & Associates, Chartered Accountants, for a term of fi ve years, from the conclusion of the 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting to be held in the year 2029. This recommendation is made pursuant to Section 139 and other applicable provisions of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014. Their remuneration for this extended term will also be determined by the Board, based on the recommendation of the Audit Committee, excluding out-of-pocket expenses and applicable taxes.

The Company has received consent letters and eligibility certifi cates from R Sundararajan & Associates to act as Statutory Auditors in place of A N Jambunathan & Co, along with a confi rmation that their appointment, if approved, would be within the limits prescribed under the Companies Act, 2013.

None of the Directors, Key Managerial Personnel, and their relatives are in any way, concerned or interested, fi nancially or otherwise, in the proposed resolutions.

The Board accordingly recommends the Ordinary Resolutions set out in the Notice for the appointment of R Sundararajan & Associates as Statutory Auditors to fi ll the casual vacancy and for their appointment for a fi ve-year term for approval by the Members.

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 fi nancial year 2023-24. 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 fi nancial year 2023-24, is also annexed to this Report as "Annexure- V".

INTERNAL AUDITOR

The Company regularly monitors the effectiveness of its internal control systems. For the fi nancial year 2023-2024, the services of Mr. V. S. Saptharishi, Chartered Accountant, have been appointed as the Internal Auditor of the Company with effect from 14th November, 2023. Mr. V. S. Saptharishi will be responsible for auditing specific locations and processes, evaluating the adequacy and effectiveness of the Companys internal control systems, and reviewing the Companys 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.

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 Certifi cate from the Practicing Company Secretary confi rming 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 2023-24:-No. of complaints received – Nil No. of complaints disposed off - Not Applicable

E N E R G Y C O N S E R V A T I O N , T E C H N O L O G Y 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://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 to and forms part of this report.

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 fi nancial statement of the subsidiary in the prescribed format AOC-1 is appended to the Directors Report. The statement also provides the details of performance and fi nancial position of the subsidiary.

CHANGE IN NATURE OF BUSINESS

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

LISTING OF SECURITIES IN STOCK EXCHANGES

The Companys shares are presently listed on BSE Ltd. BSE had suspended the trading of the companys shares for non-payment of penalty. However, the Company has paid the penalty and has received an order dated August 11, 2023 to set aside the suspension order from Securities Appellate Tribunal. The Company has fi led an application for Revocation of suspension, which is pending with BSE Limited. BSE Limited is currently permitting the Company to disseminate fi lings through BSE Listing Center to comply with SEBI Regulations.

GENERAL

The Company has not issued any equity shares with differential voting rights or sweat equity shares during the fi nancial 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.