We are pleased to present the 30^th Annual Report and Audited Financial Statements (Standalone & Consolidated) of Premier Energies
Limited (“PEL" or the “Company") for the Financial Year ended March 31, 2025.

1. Company Overview and Financial Performance:

1.1 Financial Performance Summary

1.2 Financial & Operational Performance Overview:

Premier Energies Limited stands as India's second-largest
integrated manufacturer of solar cells and modules, with a
state-of-the-art production capacity of 5.1 GW for modules
and 3.2 GW for solar cells. During the financial year under
review, the Company demonstrated strong operational and
financial performance, reflecting its strategic execution and
market resilience. It delivered a robust financial performance
with a total Consolidated revenue of Rs. 65,187.45 million
and a Net Profit of Rs. 9,371.32 million in the year.

In a decisive move to bolster its technological leadership,
your Company has strategically aligned itself with key
technical partnerships and has embraced cutting-edge
manufacturing technologies. This initiative underscores the
company's unwavering commitment to innovation, quality,
and the advancement of sustainable energy solutions.

As part of its strategic vision, Premier Energies has made
significant strides in technological enhancements,
particularly through the adoption and scale-up of the Tunnel
Oxide Passivated Contact (TOPCon) solar cell technology.
This technology is renowned for its enhanced efficiency and
reliability, positioning the Company at the forefront of the
solar energy sector.

To further capitalize on these advancements, the Company,
through its wholly owned subsidiary has initiated the
establishment of next-generation 4.8 GW TOPCon solar cell
and 5.6 GW TOPCon module manufacturing facility funded
in part through proceeds from its Initial Public Offering
(IPO) in August 2024. Through these initiatives, Your
Company is not only reinforcing its technological edge but

also paving the way for a more sustainable energy future,
making a significant contribution to the global renewable
energy landscape.

1.3 Segment-wise Financial Highlights

1.3.1 Standalone Performance for the FY 2024-25:

• Achieved a turnover of Rs. 9,890.66 million,
compared to Rs. 10,502.54 million in FY 2023-24.

• Profit before Depreciation, Finance Costs,
Exceptional Items and Tax: Rs. 1,616.52 million
compared to Rs.359.05 million in FY 2023-24.

• Earnings Per Share (EPS): Rs. 2.49 compared to
Rs. 0.21 in FY 2023-24.

• Net Worth: Rs. 17,967.42 million as on March 31,
2025, compared to Rs. 4,600.65 millions as on
March 31, 2024.

1.3.2 Consolidated Performance for the FY 2024-25:

• Achieved a turnover of Rs. 65,187.45 million,
compared to Rs. 31,437.93 million in FY 2023-24.

• Profit before Depreciation, Finance Costs,
Exceptional Items and Tax : Rs. 19,142.16 million
compared to Rs. 5,053.18 million in FY 2023-24.

• Earnings Per Share (EPS): Rs. 21.35 compared to
Rs. 6.93 in FY 2023-24.

• Net Worth: Rs. 27,764.02 million as on March 31,
2025, compared to Rs. 6,117.54 million as on
March 31, 2024.

2. Transfer to Reserves:

During the year under review, no amount was transferred to any of the reserves by the Company.

3. Credit Rating:

The Company continues to maintain a strong reputation for prudent financial management and consistently meeting its
financial obligations.

During the Financial Year 2024-25 CRISIL Ratings Limited vide its press release dated 13^th November, 2024 assigned the credit
rating as follows:

Following the close of the financial year ended 31^st March 2025, the ratings were upgraded reflecting strong financial position
of the Company:

4. Dividend:

a. Dividend Distribution Policy.

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors of your Company has
formulated a Dividend Distribution Policy, which is
publicly accessible on the Company's website: https://
www.premierenergies.com/.

b. Interim Dividend- Financial Year 2024-25.

At its Board meeting held on 3^rd February 2025, the
Board of Directors approved and declared an interim
dividend of Rs. 0.50 per equity share, representing
50% of the face value. The total outflow on account
of the interim dividend amounts to approximately.
Rs. 223.92 million.

c. Final Dividend Recommendation- Financial Year
2024-25.

Subsequently, at the Board meeting on 17^th May 2025,
the Directors reviewed the Company's financial
performance, profitability, retained earnings, and
applicability of its Dividend Distribution Policy. In light
of these assessments, the Board recommended a Final
Dividend of Rs. 0.50 per share (i.e. 50% of face value
Rs.1 per share), subject to shareholder approval at the
ensuing 30^th Annual General Meeting.

5. Material Changes and Commitments:

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year to which the
financial statements relate and the date of this report.

6. Deposits:

During the year under the review, the Company has not
accepted deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

7. Particulars of Loan, Guarantees or Investments:

The Company has disclosed the full details of the loans
given, Investments made, Guarantees given or Securities
provided as covered under the provisions of Section 186
of the Companies Act, 2013, in the notes to the Financial
Statements forming a part of this Annual Report.

8. Change in the Nature of Business, if any:

There have been no changes in the nature of the company's
business during the year under review. However, the Board
of the Company has approved the pursuit of certain new
business activities, including ingot wafers, aluminum frames
and battery storage manufacturing facilities which will
support and enhance the company's core operations.

9. Subsidiaries, Associates and Joint Venture:
a) Subsidiaries:

As on March 31, 2025, the Company has a total of seven (7) direct subsidiaries and one (1) step-down subsidiary. The
details of these subsidiaries are as follows:

During the financial year under review, the Board of Directors undertook a comprehensive review of the business operations
and affairs of all material subsidiaries. There have been no material changes in business carried out by any of the subsidiaries
during the year.

b) Associate Companies:

As on March 31, 2025, the Company also holds investments in two (2) associate companies as per the provisions of the
Companies Act, 2013. The details are as follows:

c) As on 31^st March, 2025, the Company does not have
any joint venture companies within the meaning of
Section 2(6) of the Companies Act, 2013.

d) Post Financial Year Developments - New
Subsidiaries:

After the end of the financial year under the review, the
Company has incorporated the following subsidiaries
as part of its strategic integration initiatives:

1. Premier-Green Aluminium Private Limited

• Date of Incorporation: April 03, 2025.

• Objective: As part of the Company's
strategy to increase its share of the module
manufacturing business value addition,
this subsidiary is established for the
manufacturing, processing, and extrusion
of aluminum and its alloys into a variety of
end-use products for captive use.

• Your Company has entered a joint venture
agreement for technical collaboration
with Nuevosol Energy Private Limited
("Nuevosol") for investing in Premier-Green
Aluminium Private Limited ("JV Company/
JV Co") for the purpose of business of
foundry, extrusion, of aluminium frames for
solar photovoltaic modules. As per the JV
agreement, your Company will hold about
80% of Equity in the proposed JV Co. and
upto 20% Equity will be held by Nuevosol.

2. Premier Energies GWC Private Limited

• Date of Incorporation: April 20, 2025.

• Objective: Incorporated with the aim of
strengthening backward integration, the
entity will focus on the manufacturing and
processing of high-quality silicon wafers
using advanced technologies. These are
intended for in-house consumption in solar
cell manufacturing.

• Your Company has entered a joint venture
agreement for technical collaboration
with Taiwan-based Sino-American Silicon

Products Inc ("SAS") for investing in
Premier Energies GWC Private Limited
("JV Company/JV Co") for the purpose of
manufacturing and selling of solar silicon
wafers. As per the JV agreement, your
Company will hold 74% of Equity in the
proposed JV Co. and the balance 26% will
be held by SAS.

3. Premier Energies Storage Solutions Private
Limited

• Date of Incorporation: May 29, 2025.

• Objective: This subsidiary has been
incorporated with the primary goal of
manufacturing and supplying advanced
energy storage systems, leveraging
cutting-edge technologies and innovative
processes to cater to the growing demand
for sustainable energy solutions.

These new incorporations are aligned with the
Company's long-term vision to enhance its
control over the solar value chain and build a
portfolio of complementary products used in the
renewable energy sector.

10. Financial Performance of Company's Subsidiaries:

In compliance with the provisions of Section 129(3) of the
Companies Act, 2013, read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient
features of the financial performance of each subsidiary,
including capital structure, reserves, total assets and
liabilities, investment details, turnover, and other relevant
financial information, is presented in the prescribed Form
AOC-1, which forms an integral part of this Board Report
as “Annexure-I".

Further, pursuant to Rule 8 of the Companies (Accounts)
Rules, 2014, a report on the financial performance of
subsidiaries, associate companies, and joint venture
entities (if any), along with their contribution to the overall
performance of the Company for the financial year ended
March 31, 2025, is provided in “Annexure-I" to this Report
in the prescribed format.

In accordance with Section 136 of the Companies Act,
2013, as amended, and the applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the audited standalone and consolidated
financial statements of the Company, along with the
financial statements of each of its subsidiary companies, are
made available on the Company's official website at: https://
www.premierenergies.com/.

Members who wish to inspect or obtain a copy of the financial
statements of the Company or any of its subsidiaries may
submit a request to the Company Secretary & Compliance
Officer via email at: investors@premierenergies.com.

Additionally, the said documents are available for inspection
during business hours at the Registered Office of the
Company, in accordance with the statutory requirements.

11. Material Subsidiary:

As of March 31, 2025, based on the financial statements
audited, your Company has identified three (3) unlisted
material subsidiaries:

a) Premier Energies Photovoltaic Private Limited

b) Premier Energies International Private Limited

c) Premier Energies Global Environment Private Limited

In accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has
adopted a Policy for Determining Material Subsidiaries,
which outlines the criteria for classification and governance
of such entities. The policy is available on the Company's
website at: www.premierenergies.com.

12. Authorised Share Capital:

During the financial year under review the Authorized
Share Capital of the Company has increased from Rs. 450
million (Rupees Four Hundred and Fifty million) divided into
450 million (Four Hundred and Fifty million) equity shares
of Rs.1 each to Rs. 550 million (Five Hundred and Fifty
million) divided into 550 million (Five Hundred and Fifty
million) equity shares of Rs.1 by virtue of resolution passed
at Extra Ordinary General Meeting of the Company held on
10^th April 2024.

13. Paid up Share Capital:

The Paid-up Equity Share Capital at the beginning of the
year, i.e. on April 01, 2024, stood at Rs. 26,34,58,334/-
(Rs. 263.46 million).

A. Changes in the Capital Structure during the year
under review are as under:

• Bonus Issue:

Pursuant to the approval of the Board and
shareholders, the Company allotted 70,606,834
fully paid-up Equity Shares of face value Rs. 1
each by way of a Bonus Issue on April 10, 2024.
The bonus shares were issued in the ratio of
0.268 Equity Shares for every 1 (one) Equity
Share held on the record date.

• Conversion of Compulsory Convertible
Debentures:

During the year, the Company allotted
88,000,000 Equity Shares of face value

Rs. 1 each on August 16, 2024, pursuant to
the conversion of 17,600,000 Compulsory
Convertible Debentures (CCDs) of Rs. 100
each. The CCDs were converted in the ratio
of 5 Equity Shares for every 1 CCD held, at
the predetermined conversion price of Rs. 20
per Equity Share.

Initial Public Offer:

The Company successfully launched its Initial
Public Offering (IPO) during the financial year,
comprising a total of 62,909,200 Equity Shares of
face value Rs. 1 each at an offer price of Rs. 450
per Equity Share, aggregating to Rs. 28,304.00
million. The IPO structure included:

a. Fresh Issue: 28,709,200 Equity Shares
by the Company aggregating to
Rs. 12,914 million.

b. Offer for Sale (OFS): 34,200,000 Equity
Shares by the Selling Shareholders
aggregating to Rs. 15,390 million.

The Offer included a Net Offer of 62,675,556
Equity Shares and an Employee Reservation
Portion of 233,644 Equity Shares, aggregating to
Rs. 100 million. Eligible employees were offered
a discount of Rs. 22 per Equity Share under the
Employee Reservation Portion.

The allotment of equity shares to successful
applicants was completed on August 30, 2024,
and the shares were listed on BSE Limited and
National Stock Exchange of India Limited (NSE)
on September 3, 2024.

As a result of the above corporate actions, the
Paid-up Equity Share Capital of the Company
as on March 31, 2025, stood at Rs. 45,07,74,368
(Rs. 450.77 million).

As on the date of this Report, none of the
Directors of the Company hold any instruments
convertible into equity shares.

B. Sweat Equity Shares:

In accordance with Sub-rule (13) of Rule 8 of the
Companies (Share Capital and Debentures) Rules,
2014, the Company has not issued any Sweat Equity
Shares during the financial year under review.

C. Shares with Differential Voting Rights (DVRs):

Pursuant to Rule 4(4) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has not
issued any Equity Shares with Differential Voting Rights.

14. Corporate Governance:

In terms of Regulation 34 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, a separate
section on Corporate Governance along with a certificate
from the auditor's confirming compliance forms part of
the Annual Report.

15. Risk Management:

The Risk Management Committee ("the Committee") is
tasked to identify elements of risk in different areas of
operations and to develop policy for actions associated

to mitigate the risks. The Committee reviews the risks
applicable on the Company at regular intervals and the
necessary steps being taken by the Company to mitigate
those risks. In the opinion of the Committee & the Board,
there are no such risks, which may threaten the existence
of the Company.

The details of the Committee are included in the Corporate
Governance Report forming part of this annual report.

The Company has a robust Risk Management Policy which
is reviewed from time to time. The Risk Management Policy
of the Company is available on the Company's website at
https://www.premierenergies.com/.

16. Investor Education and Protection Fund (IEPF):

In terms of the Section 125 and 124 of the Act read
with Investor Education and Protection Fund Authority
(Accounting, Auditing, Transfer and Refund) Rules, 2016
(IEPF Rules), the unclaimed dividend/entitled amount that
remains unclaimed for a period of seven years or more is
required to be transferred to the IEPF administered by the
Central Government, along with the corresponding shares
to the demat account of IEPF Authority.

During the year under review, your Company was not
required to transfer any funds to Investor Education and
Protection Funds (IEPF).

17. Internal Financial Control and its Adequacy:

The Company has instituted an adequate and effective
Internal Financial Controls (IFC) system over financial
reporting, designed to provide reasonable assurance
regarding the accuracy, reliability, and timeliness of financial
disclosures. These controls ensure that all transactions
are appropriately authorised, recorded, and reported
in accordance with applicable regulatory and internal
policy requirements.

To support operational governance and financial discipline,
the Company has established comprehensive Standard
Operating Procedures (SOPs), policies, and an Authority/
Commercial Manual. These documents guide the conduct
of business across functions and help maintain compliance
with legal and regulatory obligations. Responsibility for
ensuring adherence to these frameworks rests with the
respective functional heads.

The Company continues to leverage SAP S/4HANA as its ERP
platform, with the objective of continuously strengthening
its internal financial control environment. Enhancements or
upgrades to the SAP S/4HANA system are considered as and
when required to align with evolving business needs and
compliance requirements.

All material changes in accounting policies and their impact
on financial statements are subject to validation by the
Statutory Auditors and review by the Audit Committee prior
to implementation and disclosure.

18. Board Diversity:

The Board comprises of an adequate number of members
with diverse experience and skills, such that it best serves
the governance and strategic needs of the Company.
The Directors are people of eminence in areas such as
business, industry, finance, law, administration, Accounting
Technology etc. and bring with them experience and skills

which add value to the performance of the Board. The
Directors are selected purely on the basis of merit with no
discrimination on race, colour, religion, gender or nationality.

19. Reporting of Frauds:

During the year under review, none of the Auditors of the
Company has reported to the Audit Committee under
section 143(12) of the Companies Act, 2013, any instances
of the fraud committed by the Company, its officers and
employees, the details of which would need to be mentioned
in the Board Report.

20. Secretarial Standards:

Your directors state that applicable Secretarial Standards,
i.e. SS-1 and SS-2 relating to 'Meetings of the Board of
Directors' and 'General Meetings' respectively have been
duly followed by the Company.

21. Significant and Material orders passed by the
Regulators or Courts or Tribunals:

During the year under review, there are no significant
and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and the
operations of the Company in future.

22. Vigil Mechanism:

The Company believes in doing business with integrity and
displays zero tolerance for any form of unethical behavior.
The Company has a robust vigil mechanism through
its Whistle Blower Policy approved and adopted by the
Board of Directors of the Company in compliance with the
provisions of Section 177(10) of the Act and Regulation 22
of the Listing Regulations.

Your Company's Whistleblower Policy empowers all
directors and employees with a formal and secure channel
to report genuine concerns—including instances of
unethical behavior, suspected fraud, or breaches of the
Company's Code of Conduct or Ethics—ensuring the
Company's activities are conducted in a fair, transparent and
accountable manner.

The details of the Whistle Blower Policy are explained
in the Corporate Governance Report and also posted
on the website of the Company at the link https://www.
premierenergies.com/.

23. Human Resources Framework:

At Premier Energies, we firmly believe that our people are
the foundation of our success. Our continuous focus on
attracting, developing, and retaining talent is aligned with
our vision to build a future-ready, agile workforce capable of
driving sustained business growth.

To this end, we have implemented a comprehensive suite of
HR initiatives aimed at enhancing employee experience and
capability. Our structured talent management framework
ensures clear identification and succession planning for key
roles, complemented by targeted leadership development
programs such as CXO Leadership initiatives. We emphasize
competency development tailored to evolving industry
demands, including future-ready skills in automation,
sustainability (ESG), and global business development. These
efforts are supported by an evolving Learning Management

System (LMS) and partnerships with premier technology
institutions to accelerate innovation and R&D capabilities.

Employee engagement remains a priority, with culturally
inclusive events, enhanced welfare programs, and holistic
well-being initiatives including extended medical benefits,
professionally managed Occupational Health Clinics, and
transport and canteen facilities. Our rewards and recognition
framework is designed to celebrate excellence and reinforce
motivation across all levels.

Premier Energies' dedication to workplace safety is
demonstrated by our sustained ISO 45001 certification,
underpinned by rigorous safety policies, contractor safety
manuals, and incident management systems that ensure a
secure environment for all employees.

Our commitment to diversity and inclusion is reflected
in increasing women's representation to nearly 30% and
ongoing initiatives supporting their growth and welfare.
We also maintain harmonious industrial relations and
full statutory compliance across all locations, fostering a
supportive and legally compliant workplace.

Recognized as a 'Great Place to Work,' Premier Energies
continues to evolve its HR practices to create an empowered,
engaged, and high-performing workforce that will lead the
company confidently into the future.

24. Prevention of Sexual Harassment of Employees at
Workplace:

In accordance with the requirements of the Sexual
Harassment of Employees at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ("POSH Act") along
with the Rules made thereunder, the Company has in
place a policy which mandates no tolerance against any
conduct amounting to sexual harassment from employees
at workplace. All employees (permanent, contractual,
temporary and trainees) are covered under the said policy.

During the financial year under review, the Company has
not received any complaint of Sexual Harassment from
employees at Workplace. The Company has constituted

the Internal Complaints Committee and has complied with
all the provisions of the constitution of the Committee for
various workplaces to redress and resolve any complaints
arising under the POSH Act. Training / awareness programs
are conducted throughout the year to create sensitivity
towards ensuring respectable workplace.

In pursuant to the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules there under:

25. Compliance with the Maternity Benefit Act, 1961:

Premier Energies is dedicated to upholding the rights and
welfare of its female employees by ensuring full compliance
with the Maternity Benefit Act, 1961. Key compliance
measures include:

• Providing maternity leave and benefits as
stipulated under the Act.

• Ensuring job protection and non-discrimination during
and after maternity leave.

• Facilitating appropriate workplace accommodations
such as nursing rooms and creche facilities to
support new mothers.

• Offering nursing breaks and other maternity-related
support to promote employee well-being.

• Communicating maternity policies clearly to all
employees and maintaining transparent grievance
redressal mechanisms.

Change in Directors and Key Managerial Personnel:

a. Appointment of Directors and Key Managerial

Personnel:

• Pursuant to the recommendation of Nomination
and Remuneration Committee, Board of
Directors of the Company, at its meeting held
on 3^rd February 2025, re-appointed Smt. Revathi
Rohini Buragadda (DIN: 08114119) as a Whole¬
time Director, designated as an Executive
Director for a period of 3 (three) years from the
expiry of her present term, i.e., with effect from
March 20, 2025. Her re-appointment has been
eventually confirmed by Shareholders by virtue
of Resolution passed through postal ballot dated
April 06, 2025.

• Based on the recommendation of the Nomination
and Remuneration Committee, the Board of
Directors of the Company, during its meeting held
on 3^rd February 2025, has appointed Mr. Sudhir
Moola (DIN: 02185023) as a Whole-time Director,
designated as an Executive Director of Premier
Energies Limited, liable to retire by rotation, for a
period of 3 (three) years, from February 03, 2025
to February 02, 2028. His Appointment has been
eventually confirmed by Shareholders by virtue
of Resolution passed through postal ballot dated
April 06, 2025.

• Pursuant to the recommendation of the
Nomination and Remuneration Committee
Mr. Uday Pilani has been re-appointed as an
Independent Director for a second term of
five consecutive years, from March 18, 2025,
to March 17, 2030. His re-appointment has
been confirmed by Shareholders by virtue of
Resolution passed through postal ballot dated
April 06, 2025.

b. Resignation of Directors and Key Managerial

Personnel:

• In furtherance clause 2.2 of Shareholders
Agreement dated 10^th September 2022, South
Asia Growth Fund II holdings LLC, informed of its
decision to withdraw one of its nominee directors,
Mr. Sridhar Narayan (DIN: 00137243) from the
Board of Directors of Premier Energies Limited,
effective from 1^st August 2024. Accordingly, Mr.
Sridhar Narayan has stepped down from the
Board of Directors of Premier Energies Limited,
effective from 1^st August 2024. The Board of
Directors, in its meeting held on 2^nd August 2024,
has taken note of the said resignation.

• Mr. Rohan Mehta (DIN: 03035696) has stepped
down as a Non-Executive Independent Director
from the Board of Directors of Premier Energies
Limited, effective from 1^st August 2024 due
to reconstitution of the Board Structure and
compliance with the corporate governance
requirements. The Board of Directors, in its
meeting held on 2^nd August 2024, has taken note
of the said resignation.

• Due to increasing preoccupation with other
assignments, Mr. Abhishek Loonker (DIN:
02069419) has stepped down from the Board of

29. Separate Meeting of Independent Directors:

As stipulated under Section 149 of the Companies Act, 2013
read with Schedule IV pertaining to the Code of Independent
Directors and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate Meeting of
the Independent Directors of the Company was held on 3^rd
February, 2025. For further details, please refer the Report
on Corporate Governance.

30. Board Evaluation:

In terms of the provisions of Section 134(3)(p) of the
Companies Act, 2013 and Regulation 17(10) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an annual performance
evaluation of its own performance, individual Directors, Chief
Financial Officer, Company Secretary as well as the evaluation
of the working of its Board Committees. Performance
evaluation of Independent Directors was done by the entire
Board, excluding the Independent Directors being evaluated.
The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.

31. The Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company,
inter alia, provides that the Nomination and Remuneration
Committee shall: (i) formulate the criteria for board
membership, including the appropriate mix of Executive
& Non-Executive Directors; (ii) approve and recommend
compensation packages and policies for Directors and
Senior Management; (iii) lay down the effective manner of
performance evaluation of the Board, its Committees and
the Directors; and (iv) formulate the criteria for determining
qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the
remuneration for the Directors, key managerial personnel
and other employees. The policy is directed towards a
compensation philosophy and structure that will reward and
retain talent and provides for a balance between fixed and
incentive pay, reflecting short- and long-term performance
objectives appropriate to the working of the Company
and its goals. This remuneration policy is placed on the
Company's website https://www.premierenergies.com/.

32. Particulars of Employees and Related Disclosures:

The remuneration paid to the Directors, Key Managerial
Personnel and Senior Management is in accordance with
the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Companies Act,
2013 and Regulation 19 read with Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Details as required under the provisions of section 197(12) of
the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, containing, inter alia, ratio of remuneration of
directors and KMP to median remuneration of employees
and percentage increase in the median remuneration are
annexed to this Directors' Report as “Annexure-N".

Further, a statement containing details of top ten employees
in terms of the remuneration drawn and other specified
employees as required under the provisions of section

197(12) of the Act read with rule5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, forms part of this
Directors' Report. In terms of the provisions of section 136
of the Act, the report is being sent to the members excluding
the aforesaid statement. This statement will be made
available by email to members of the Company seeking
such information. The members can send an email to
secretarial@premierenergies.com. It shall also be kept open
for inspection by any member at the registered office of the
Company during business hours.

33. Related Party Transactions:

All contracts/ arrangements/ transactions entered by the
Company during FY 2024-25 with related parties were on an
arm's length basis and in the ordinary course of business and
approved by the Audit Committee and omnibus approval
was obtained where applicable. None of the transactions
with related parties falls under the scope of Section 188(1)
of the Act. As the Company does not have any RPTs to report
pursuant to Sections 134(3)(h) and 188 of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
AOC-2, the same is not provided.

The details of RPTs during FY 2024-25, including
transactions with a person or entity belonging to the
promoter/promoter group which hold(s) 10% or more
shareholding in the Company are provided in the
accompanying financial statements.

During FY 2024-25, the Non-Executive Independent
Directors of the Company had no pecuniary relationship or
transactions with the Company other than Remuneration,
sitting fees, commission and reimbursement of
expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI LODR
the Company has formulated a policy on RPTs and the same
is available on the Company's website: Policy on Related
Party Transactions at https://www.premierenergies.com/.

34. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Rules made there under M/s. Deloitte
Haskins & Sells (Firm Registration No: 008072S), Chartered
Accountants, Hyderabad was appointed as Statutory
Auditors of the Company, for a period of 5 (five) years
commencing from the conclusion of the 26^th Annual General
Meeting till the conclusion of the 31^st Annual General
Meeting of the Company to be held in the year 2026.

M/s. Deloitte Haskins & Sells have confirmed their eligibility
and qualification required under Section 139, 141 and other
applicable provisions of the Companies Act, 2013 and Rules
issued thereunder (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force).

35. Auditors' Report:

The Auditor's Report for the year ending March 31, 2025,
on the financial statements of the Company is a part of this
Annual Report. The notes on Financial Statements referred
in the Annual Report are self-explanatory and do not call
for any further comments. The Auditor's Report for the
financial year 2024-25 does not contain any qualifications,
reservation or adverse remark.

36. Cost Auditors and Cost Audit Report:

The Company has maintained cost records for certain
products as specified by the Central Government under
sub-section (1) of Section 148 of the Act. M/s. S.S. Zanwar
& Associates, Practicing Cost Accountant (Firm Registration
No. 100283) has been appointed as the Cost Auditor
to conduct the audit of cost records maintained by the
Company for the financial year 2024-25.

The Board, on the recommendation of the audit committee,
has appointed M/s. S.S. Zanwar & Associates, Practicing
Cost Accountant (Firm Registration No. 100283) as the Cost
Auditor to conduct the audit of cost records maintained by
the Company for the financial year commencing on 01^st
April 2025 and ending on 31^st March 2026. A certificate has
been received from the Cost Auditors to the effect that their
appointments as Cost Auditors of the Company, if made,
would be in accordance with the limit as specified under
Section 141 of the Act and Rules framed thereunder.

A resolution seeking members' approval for the remuneration
payable to Cost Auditors forms part of the Notice convening
30^th Annual General Meeting of the Company and the same
is recommended for approval of Members.

37. Internal Auditors:

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and The Companies (Accounts) Rules, 2014,
during the year under review the Internal Audit of the
functions and activities of the Company was undertaken
by the Internal Auditors of the Company on quarterly basis
by M/s. Protiviti India Member Private Limited, the Internal
Auditors of the Company. There were no adverse remarks
or qualifications on accounts of the Company from the
Internal Auditors.

The Board, on the recommendation of the audit committee
has appointed M/s. Protiviti India Member Private Limited to
conduct the Internal Audit as per Rule 13 of the Companies
(Accounts) Rules, 2014 prescribed under Section 138
of the Companies Act, 2013 for the financial year 2025¬
26. The Company has received a consent letter from M/s.
Protiviti India Member Private Limited confirming their
willingness and eligibility to act as Internal Auditor for the
Financial Year 2025-26.

38. Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, read
with Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company has appointed M/s. P.S. Rao
& Associates, Practicing Company Secretaries, as the
Secretarial Auditors to conduct the Secretarial Audit for the
financial year 2024-25.

The Secretarial Audit Report for the financial year ended
March 31, 2025, prepared in accordance with the
Companies Act, 2013, applicable Rules, and Regulation
24A of the Listing Regulations, covering both the Company
and its Material Subsidiaries, is annexed to this Report as
“Annexure III, IV, and V".

We are pleased to inform that the Secretarial Audit Report
issued by M/s. P.S. Rao & Associates does not contain any
qualifications, observations, or adverse remarks for the
financial year ended March 31, 2025.

The Board has recommended to the members for their
approval, appointment of M/s. P.S. Rao & Associates,
Practicing Company Secretaries, as the Secretarial Auditor
of the Company, for a term of 5 (five) consecutive financial
years commencing from the financial year 2025-26 to the
financial year 2029-30.

The Company has received a consent letter from M/s. P.S.
Rao & Associates, confirming their willingness and eligibility
to act as a Secretarial Auditor.

A resolution seeking the approval of the Members for the
aforesaid appointment forms part of the Notice convening
the 30^th Annual General Meeting of the Company.

39. Corporate Social Responsibility:

The Company continues its endeavors to improve the
lives of people and provide opportunities for their holistic
development through its different initiatives by way of
Promoting Health, Rural Development, Promotion of Culture
and Heritage, Promoting Education etc.

The Corporate Social Responsibility policy lays down the
guiding principles and strategies for implementing CSR
initiatives of the Company.

A detailed report on Premier's various CSR initiatives has
been provided in the Annual Report as required under
Section 135 of the Companies Act, 2013 (Act) which is
annexed as “Annexure-VI" to this report.

The CSR policy of the Companty is available on its website:
https://www.premierenergies.com/.

The objective of the scheme is to reward eligible employees
through the grant of stock options for their loyalty and
contributions toward long-term value creation.

40. Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of The Companies (Accounts)
Rules, 2014, is annexed herewith as “Annexure-VII".

41. Management Discussion and Analysis Report:

A detailed review of operations, performance and outlook
of your Company and its businesses is given in the
Management Discussion and Analysis, which forms part of

the Annual Report as stipulated under Regulation 34(2)(e) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

42. Business Responsibility and Sustainability Report
(BRSR):

A Business Responsibility and Sustainability Report as per
Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, detailing the various initiatives taken by
your Company on the environmental, social and governance
front, forms an integral part of the Annual Report.

43. Employee Stock Option Plans:

A. PEL ESOP 2021:

The Board of Directors and the Shareholders of Premier
Energies Limited, in their meetings held on September
4, 2021, and September 9, 2021, respectively, approved
and adopted the Premier Energies Limited Employee
Stock Option Scheme 2021 (hereinafter referred to as
the "PEL ESOP 2021"). The objective of the scheme
is to reward eligible employees through the grant of
stock options for their loyalty and contributions toward
long-term value creation.

The Scheme became effective from September 9,
2021, and is administered by the Nomination and
Remuneration Committee through the PEL ESOP Trust
(the “Trust"), which was established by the Company
for this purpose.

The PEL ESOP 2021 was subsequently amended
following resolutions passed by the Board of Directors
at their meeting held on April 15, 2024, and by the
Shareholders at their meeting held on April 18,
2024. The scheme remains fully compliant with the
provisions of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (“SEBI SBEB Regulations").

Further, in compliance with Regulation 12 of the SEBI
SBEB Regulations, the Company ratified the PEL ESOP
2021 pursuant to a resolution passed through a Postal
Ballot dated April 6, 2025.

The details of the stock options granted under the
PEL ESOP 2021, along with the required disclosures
in compliance with the SEBI SBEB Regulations,
are provided in “Annexure-VIII" and are available
on the Company's website at: https://www.
premierenergies.com/.

B. PEL ESOP 2025:

The Board of Directors of the Company, at its
meeting held on February 3, 2025, based on
the recommendations of the Nomination and
Remuneration Committee, approved the introduction
of the Premier Energies Limited Employee Stock
Option Scheme 2025 (PEL ESOP 2025). The Scheme
was subsequently approved by the Members of the
Company through Postal Ballot on April 6, 2025.

The PEL ESOP 2025 has been formulated in
accordance with the applicable provisions of the

Companies Act, 2013, read with the Companies
(Shares and Debentures) Rules, 2014 and is in
compliance with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.

The detailed terms and conditions of the Scheme are
available on the Company's website at: https://www.
premierenergies.com/.

During the year under review, no stock options
were granted by the Company under the aforesaid
Scheme. Accordingly, no disclosures are required
to be made under the SEBI SBEB Regulations for the
financial year 2024-25.

44. Capital Expenditure Programs:

During the financial year 2024-25, Premier Energies
Limited, through its wholly owned subsidiary Premier
Energies Global Environment Private Limited (PEGEPL),
initiated significant capital expenditure programs aimed
at enhancing its manufacturing capabilities and achieving
full vertical integration across the solar value chain. These
initiatives are strategically aligned with the Company's
long-term vision of becoming a globally competitive, fully
integrated solar energy solutions provider.

Key capital expenditure highlights include:

• Acquisition of 75 Acres at Seetharampur, Ranga
Reddy District, Telangana: PEGEPL acquired 75 acres
of land from Telangana State Industrial Infrastructure
Corporation (TSIIC), located at the Industrial Park at
Industrial Park, Seetharampur, Ranga Reddy District,
Telangana. This site is earmarked for the establishment
of a 4 GW TOPCon solar module manufacturing facility,
with additional land reserved for the future expansion
of other clean energy and related business verticals.

• Acquisition of 100.92 Acres at Naidupeta, Andhra

Pradesh: PEGEPL also acquired 100.92 acres of
land from Andhra Pradesh Industrial Infrastructure
Corporation (APIIC) at the Industrial Park in Naidupeta
Village, Tirupati District, Andhra Pradesh, for the
development of a 4 GW TOPCon (Tunnel Oxide
Passivated Contact) solar cell manufacturing facility.
This facility will support the production of high-efficiency
solar cells based on next-generation technology and
cater to both domestic and export markets.

• Acquisition of 169.71 Acres at Naidupeta, Andhra
Pradesh: In a strategic move towards backward
integration, PEGEPL acquired 169 acres of land from
APIIC at the same Naidupeta industrial location to
establish a 10 GW ingot and wafer manufacturing facility
in phases. This expansion will enable the Company to
manufacture critical upstream components in-house,
thereby improving supply chain control, enhancing
cost efficiencies, and reducing import dependence.

45. Technology Advancement:

Premier Energies Limited has embarked on a strategic
technological shift by transitioning from Mono PERC to
TOPCon (Tunnel Oxide Passivated Contact) technology.

This shift aligns with evolving industry standards and the
increasing demand for higher-efficiency solar solutions.
As a result, the existing Mono PERC facilities at Premier
Energies Photovoltaic Private Limited and Premier Energies
International Private Limited have become obsolete, and
accelerated depreciation has been provided for these assets.

As part of its ongoing transformation journey, Premier
Energies, through its wholly owned subsidiary Premier
Energies Global Environment Private Limited, has
successfully commissioned a state-of-the-art 1.4 GW Solar
Photovoltaic TOPCon module manufacturing facility.
Strategically located at EMC-2, Maheshwaram, Telangana,
the facility is established on leasehold land owned by the
Telangana Industrial Infrastructure Corporation (TGIIC).

In addition, the Company, through another wholly owned
subsidiary, Premier Energies Photovoltaic Private Limited,
has commissioned a new 1.2 GW TOPCon solar cell
manufacturing line at Fab City, Hyderabad, Telangana.

In addition, the company has approved the establishment
of two new cutting-edge manufacturing facilities to further
enhance its TOPCon production capacity:

a) 4.8 GW TOPCon Solar Cell Facility

• Location: APIIC Naidupeta Industrial

Area, Andhra Pradesh

b) 5.6 GW TOPCon Solar Module Facility

• Location: Seetharampur Industrial Park, Shabad
Mandal, Ranga Reddy District, Telangana.

These initiatives reaffirm Premier Energies' commitment
to technological innovation, manufacturing excellence,
and contributing to the growth of India's solar
manufacturing ecosystem through next-generation
photovoltaic technologies.

46. Cyber Security:

The Company maintains a robust and comprehensive policy
focused on data privacy. We are dedicated to ensuring
the highest level of protection for the personal data of our
employees, vendors, and customers, in strict accordance
with applicable data protection laws and regulations. During
the year under review, there were no incidents related to
cyber security breaches, customer data privacy violations,
or product recalls. Our commitment to adhering to best
practices in security remains unwavering.

Our technology environment is equipped with real-time
security monitoring and incorporates essential controls
at multiple layers, ranging from end-user devices to
our network, applications, and data. This proactive
approach ensures that we remain vigilant and prepared
against potential threats, safeguarding the integrity and
confidentiality of all sensitive information.

47. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the section 134(5) of the Act, the
Board of Directors, to the best of its knowledge and
ability, confirm that:

a) In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed and there
are no material departures;

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

(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 on a
going concern basis;

(e) The Directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and operating
effectively; and

(f) The Directors have devised Proper systems to
ensure compliance with the provisions of all the
applicable laws and such systems were adequate and
operating effectively.

48. Annual Return:

As required under Section 134(3)(a) of the Act, the copy of
Annual Return for the financial year 2024-25, is placed on
the Company's website and can be accessed at https://
www.premierenergies.com/.

49. Particulars of the variation in the terms of contracts
referred to in the Prospectus or Objects for which
Prospectus was issued:

During the year under review, the Company successfully
launched its Initial Public Offering (IPO). Out of the total
issue proceeds, an amount of Rs. 9,686.03 million was
earmarked for investment in Premier Energies Global
Environment Private Limited (PEGEPL), a wholly owned
subsidiary, towards part-financing the establishment of a
4 GW Solar PV TOPCon Cell and 4 GW Solar PV TOPCon
Module manufacturing facility. As per the disclosures
made in the Prospectus dated August 29, 2024, this facility
was proposed to be located at UDL-5 Part, Industrial Park,
Seetharampur, Ranga Reddy District, Telangana.

Subsequently, during the year, the Company undertook a
revision in the project site for the proposed 4 GW Solar PV
Cell manufacturing line. The location has been shifted to
the Industrial Park at Naidupeta Village, Tirupati District,
Andhra Pradesh. This change has been effected after due
consideration of operational and strategic factors and is
expected to support long-term efficiency and scalability.

The implementation of the 4 GW Solar PV Module
manufacturing line will continue as originally planned
at the disclosed location in Seetharampur, Ranga Reddy
District, Telangana.

50. Other Disclosures:

a) The requirement to disclose the details of difference
between the amount of the valuation done at the time
of one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable.

b) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of
application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
along with their status as at the end of the financial year is not applicable.

c) The Company has not failed to implement any corporate action during the year under review.

d) The Company's securities were not suspended during the year under review.

e) There has been no change in the nature of business of the Company.

f) There was no revision of financial statements and the Board's Report of the Company during the year under review.

51. Appreciation & Acknowledgement:

Your directors would like to record their appreciation for the enormous personal efforts as well as the collective contribution of all
the employees to the Company's performance. The Board of Directors would also like to express their deep sense of gratitude to
the financial Institutions, Banks, Government, Regulatory authorities, Stock exchanges, Customers, Shareholders, Suppliers and
Business associates for their support and look for their continued assistance and Cooperation.

For and on behalf of the Board

Sd/- Sd/-

Mr. Surender Pal Singh Saluja Mr. Chiranjeev Singh Saluja

Place: Hyderabad Whole-Time Director Managing Director

Date: August 12, 2025 DIN: 00664597 DIN: 00664638