Dear Members,

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:

(Rs. in Millions, unless otherwise stated)

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.

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.

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:

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/.

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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/.

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).

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.

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, genderor nationality.

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.

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.

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.

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/.

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.

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:

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.

These initiatives reflect our commitment to supporting women employees throughout their maternity journey and fostering an inclusive and supportive workplace.

The Board of Directors of the Company comprises seasoned professionals with deep domain expertise and a diverse combination of skills—including finance, risk management, strategic planning, legal, operations, and technical capabilities. The Board is structured in alignment with corporate governance best practices, ensuring a balanced mix of independent and executive leadership. As on the date of this report, the Board includes the following 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.

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 Directors of Premier Energies Limited, effective from December 31, 2024. The Board of Directors, by virtue of resolution passed on 19^th January 2025 has taken note of the said resignation.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the rules made thereunder, Mr. Chiranjeev Singh Saluja and Mr. Surender Pal Singh Saluja, Directors of the Company, are liable to retire by rotation at the ensuing 30^th Annual General Meeting and, being eligible, have offered themselves for re-appointment.

The approval of the Members is being sought for their re-appointment at the said Annual General Meeting.

Every Independent Director, at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act 2013. The company has received the declarations from Mr. Raghunathan Kannan, Mr. Jasbir Singh Gujral, Ms. Priyanka Gulati, Mr. Uday Pilani Sudhir that they meet the criteria of independence as prescribed under sub section (6) of section 149 of the Companies Act, 2013.

Fourteen meetings of the Board were convened during the year under review. The time gap between the two meetings was less than 120 days.

The Board has Constituted the following Committees: -

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee

Capex Committee

Finance Committee.

A detailed disclosure on the Board, its committees, its composition, the detailed charter and brief terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is provided in the Report on Corporate Governance.

The 29^th Annual General Meeting of the Company to approve the Audited Financial Statements (Standalone and Consolidated Financial Statements) of the financial year 2023-2024 was held on 5^th August 2024.

During the financial year 2024-2025, 04 (Four) ExtraOrdinary General Meetings of the Company were held on:

10^th April 2024.

16^th April 2024.

18^th April 2024.

10^th August 2024.

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.

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.

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/.

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-II".

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.

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/.

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).

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.

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.

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.

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.

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 Company 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.

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".

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.

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.

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/.

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.

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.

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 establisha10GWingotandwafermanufacturingfacility 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.

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:

Location: APIIC Naidupeta Industrial Area, Andhra Pradesh

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.

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.

(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 regularities;

(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.

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/.

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.

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.

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.