Premier Energy & Infrastructure Ltd Directors Report

Dear Shareholder,

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)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Gross Income	216.05	501.34	215.56	501.34
Profit / (Loss) before interest & depreciation	(8.91)	(22.96)	61.41	44.80
Finance Charges	16.59	9.78	16.50	0.01
Depreciation	0.03	-	0.03	-
Net Profit / (Loss) before tax	(7.71)	(32.74)	44.88	44.79
Tax expenses	(28.31)	6.59	(28.31)	-
Net profit after tax	20.60	(39.33)	73.19	44.79
Other Comprehensive income	(0.91)	(0.20)	(0.91)	(0.20)
Total Comprehensive income	21.50	(39.13)	74.10	44.99

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The suspension of Trading in Equity Shares of the company was revoked by BSE in November 2024.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 Companys 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 Companys 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.

Rs. in lacs

Particulars	RCI Power Ltd	RCI Power (AP) Ltd
	2024-25	2024-25
Sales & Other Income	-	-
Equity Capital	1500.00	5.00
Reserves & Surplus	4946.16	832.80
Earnings per share	(0.32)	(7.16)

Step down Subsidiaries

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

Rs. in lacs

Particulars	RCI Wind Farm (30MW) Pvt Ltd	RCI Wind Farm (50MW) Pvt Ltd
	2024-25	2024-25
Sales & Other Income	-	-
Equity Capital	1.00	1.00
Reserves & Surplus	(6.56)	(5.80)
Earnings per share	(5.62)	(0.75)

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 reappointment 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 BOARDS PERFORMANCE

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.

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 specific 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

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).

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 arms 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 Companys website at the following link

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.

Name of the Member	Designation
Ramamoorthy Iyer Swaminathan	Chairman
M. Narayanamurthi	Member
G. Ramachandran	Member

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 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 twice during the year and details of which are given in the Corporate Governance report.

Name of the Member	Designation
Ramamoorthy Iyer Swaminathan	Chairman
R. Amurthavalli	Member
G. Ramachandran	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 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

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 Swaminathan	Chairman
M. Narayanamurthi	Member
R. Amurthavalli	Member
G. Ramachandran	Member

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 companys 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 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.

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:

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