Premier Capital Services Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 41st Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditor s Report for the year ended 31st March, 2024.

1. FINANCIAL RESULTS:

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

(Amount in Lakhs)

Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023
Total Income	80.95	53.60
Profit/(Loss) before Finance Cost, depreciation / amortisation expenses, Tax & exceptional item	(1.03)	(11.17)
Less: Finance Cost	0.00	0.00
Profit/ (Loss) before depreciation expenses & Tax	(1.03)	(11.17)
Less: Depreciation/ amortisation expenses	0.00	0.00
Profit/ (Loss) before exceptional items & tax	(1.03)	(11.17)
Less: Exceptional Items	(1248.74)	0.00
Less: Tax expenses	0.00	0.00
Deferred Tax
Profit/ (Loss) for the year	(1249.77)	(11.17)

2. OPERATIONS AND STATE OF COMPANY S AFFAIRS:

During the year under review, the company has recorded Total Income of Rs.80.95 Lakhs and Rs. 53.60 Lakhs during the previous year. The Company has incurred a net loss of Rs. 1249.77 Lakhs due to permanent diminution in investment of Pumarth Infrastructure Private Limited by Rs. 1,248.74 Lakhs which is a result of the amalgamation of Pumarth Properties & Holdings Private Limited, Pumarth Meadows Private Limited, and Nishant Finance Private Limited with Pumarth Infrastructure Private Limited. Your Directors are hopeful that the company may be able to show better performance in coming year.

During the year, there has been no change in the nature of business of the Company.

3. LISTING AT STOCK EXCHANGE:

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the Listing Fee for the year 2024-25 has been duly paid.

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

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

5. SHARE CAPITAL:

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

6. DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2024.

7. TRANSFER TO RESERVES:

Your Directors do not proposed any amount to be transferred to the Reserves for the year ended 31st March, 2024.

8. DEPOSITS:

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

9. CORPORATE SOCIAL RESPONSIBILITY (CSR POLICY):

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

10.DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Confirmation of appointments;

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

b) Directors and Key Managerial Personnels:

During the financial year 2023-24, Mr. Manoj Kasliwal- Non executive Director, Mrs. Sharda Kasliwal Non executive Director, Mrs. Rashmi Ahuja- Independent Director and Mr. Soumil Ekadi Independent Director are on the Board of the Company.

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

During the year under review, Ms. Aakansha Kamley has resigned from the post of Company Secretary and Compliance Officer of the company w.e.f. 06.04.2023.

Based on the recommendation of Nomination & Remuneration Committee, the Board appointed Ms. Himani Jain as Company Secretary cum Compliance Officer of the company w.e.f. 15.05.2023.

On the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on 13th August, 2024 and 26th August, 2024 approved the following appointments for which Company has received the requisite Notices from a Member in writing proposing their appointment as Independent Directors of the Company:

1. Appointment of Mr. Aman Sanghvi (DIN: 05354322) as an Additional Director (Independent and Non Executive) of the Company w.e.f. 13th August, 2024 to hold office up to the date of the Annual General Meeting of the Company to be held thereafter and subject to the approval of the Members at the ensuing Annual General Meeting, to hold office as an Independent Director for a term of 5 (five) consecutive years commencing from 13th August, 2024 to 12th August, 2029 (both days inclusive).

2. Appointment of Mr. Neeraj Goenka (DIN: 00291367) as an Additional Director (Independent and Non Executive) of the Company w.e.f. 26th August, 2024 to hold office up to the date of the Annual General Meeting of the Company to be held thereafter and subject to the approval of the

Members at the ensuing Annual General Meeting, to hold office as an Independent Director for a term of 5 (five) consecutive years commencing from 26th August, 2024 to 25th August, 2029 (both days inclusive).

c) Declaration by Independent Directors;

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

d) Disqualifications of Directors;

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

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

11.BOARD EVALUATION:

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

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

12.NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

Board Composition and Category of Directors

As on 31^st March, 2024, the Board of Directors of the company comprised of Four Directors including, Woman Independent Director, two Non-executives and one Independent Director. The Composition of Board is in conformity with the provisions of Companies Act, 2013 and Listing Regulations.

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

During the year under review 6 (six) Board Meetings were convened and held on April 06, 2023, May 15, 2023, August 12, 2023, August 28, 2023, October 13, 2023 and February 07, 2024. The intervening gap between the respective two Meetings was in accordance with the provisions prescribed under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and notification issued by the Ministry of Corporate Affairs from time to time. The requisite quorum was present at the all meetings of the Board. The attendance of the Directors at the Board Meetings is as under:

Name of the Director	Category	Attendance Particulars		No. of other Directorship	Committee Position in other Companies		No. of Shares/Instruments held on
		Board Meeting	Last AGM		Chairman	Member	31st March,2024
1. Mr. Manoj Kasliwal	Promoters and	06	Yes	4	-	-	-
2. Mrs. Sharda Manoj Kasliwal	Non-Executive Directors	06	Yes	4	-	-	-
3. Mrs. Rashmi Ahuja	Independent and	06	Yes	-	-	-	-
4. Mr. Soumil Ekadi	Non-Executive Directors	06	Yes	-	-	-	-

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

Note:

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

13. COMMITTEE OF THE BOARD:

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

a) Audit Committee

b) Shareholders Grievance Committee

c) Nomination and Remuneration Committee

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

A. AUDIT COMMITTEE

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

Terms of Reference:

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

Composition:

The Committee comprise of three members out of which two are Non Executive & Independent Directors and one is Promoter & Non Executive Director as on 31^st March, 2024.

Meetings and Attendance

Five meetings of the Audit Committee of the company were held on May 15, 2023, August 12, 2023, August 28, 2023, October 13, 2023 and February 07, 2024.

As at 31^st March, 2024, the composition of the Committee and the attendance details of Committee Members at the meetings held during the period under review is as follows:

Name of the Directors	Designation	No. of Attended Meetings
Mr. Soumil Ekadi*	Chairman	5
Mrs. Rashmi Ahuja	Member	5
Mrs. Sharda Manoj Kasliwal	Member	4

B. NOMINATION & REMUNERATION COMMITTEE

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

Terms of Reference:

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

Composition:

The Committee comprise of three members out of which two are Non Executive & Independent Directors and one is Promoter & Non Executive Director as on 31^stMarch, 2024.

Meetings and Attendance

Two meetings of the Nomination & Remuneration Committee of the company were held on May 15, 2023 and August 28, 2023.

As at 31^st March, 2024, the composition of the Committee and the details of Committee Members during the period under review as follows:

Name of the Directors	Designation	No. of Meetings Attended
Mrs. Rashmi Ahuja	Chairman	2
Mr. Manoj Kasliwal	Member	1
Mr. Soumil Ekadi*	Member	2

C. SHAREHOLDERS GRIEVANCES COMMITTEE

Terms of Reference:

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

Composition:

The Committee comprise of three members out of which two are Non Executive & Independent Directors and one is Promoter & Non Executive Director as on 31^stMarch, 2024.

Meetings and Attendance

Four meetings of the Shareholder s/ Investor s Grievances Committee of the company were held on May 15, 2023, August 12, 2023, October 10, 2023 and February 07, 2024. As at 31^st March, 2024, the composition of the Committee and the attendance details of Committee Members at the meetings held during the period under review is as follows:

Name of the Directors	Designation	No. of Meetings Attended
Mr. Soumil Ekadi*	Chairman	4
Mrs. Rashmi Ahuja	Member	4
Mr. Manoj Kasliwal	Member	4

*Mr. Soumil Ekadi ceased to be the chairman and member of the Committees, due to resignation as Independent Director w.e.f. close of working hours of 13th August, 2024.

Further, due to Changes in the Composition of Board of the Company, the Board of Directors of the Company at its meeting held on 13th August, 2024, have approved the re-constitution of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee with effect from Tuesday, 13th August, 2024. Post Reconstitution, the Composition of aforesaid Committees shall be as under:

a. Audit Committee:

1. Aman Sanghvi# Chairman, Additional Independent Director

2. Rashmi Ahuja Member, Independent Director

3. Sharda Manoj Kalsiwal Member, Non Executive Director

b. Nomination and Remuneration Committee:

1. Rashmi Ahuja Chairman, Independent Director

2. Manoj Kasliwal Member, Non Executive Director

3. Aman Sanghvi# Member, Additional Independent Director

c. Stakeholder Grievances Committee:

1. Aman Sanghvi# Chairman, Additional Independent Director

2. Rashmi Ahuja Member, Independent Director

3. Manoj Kalsiwal Member, Non Executive Director

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

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

a. Audit Committee:

1. Aman Sanghvi Chairman, Additional Independent Director

2. Neeraj Goenka## Member, Independent Director

3. Sharda Manoj Kalsiwal Member, Non Executive Director

b. Nomination and Remuneration Committee:

1. Neeraj Goenka## Chairman, Independent Director

2. Manoj Kasliwal Member, Non Executive Director

3. Aman Sanghvi# Member, Additional Independent Director

c. Stakeholder Grievances Committee:

1. Aman Sanghvi# Chairman, Additional Independent Director

2. Neeraj Goenka## Member, Independent Director

3. Manoj Kalsiwal Member, Non Executive Director

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

Compliance Officer

CS Aakansha Kamley was compliance Officer of the Company and thereafter resigned from the post of Company Secretary and Compliance Officer w.e.f. 06.04.2023.

Mr. Rajendra Kumar Mungar was compliance Officer until CS Himani Jain was appointed as Company Secretary and Compliance Officer w.e.f. 15.05.2023.

A. INDEPENDENT DIRECTORS MEETING

Pursuant to Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, an exclusive meeting of Independent Directors was also held without the presence of Non-independent directors & members of management. The Independent Directors met on 07th February, 2024 inter alia to discuss:

i. review the performance of non-independent directors and the Board as a whole;

ii. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; iii. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

14.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

15.DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF:

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

16.DISCLOSURE OF RELATED PARTY TRANSACTIONS:

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

17.DIRECTORS RESPONSIBILITY STATEMENT:

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2024 and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts ongoing concern basis;

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

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

18.AUDITORS:

a) Statutory Auditors;

The Statutory Auditors M/s. SPARK & Associates Chartered Accountants LLP, Chartered Accountants, Indore (M.P) was appointed in 36^th Annual General Meeting of the Company to hold office from the conclusion of 36^th Annual General Meeting for a term of five consecutive years till the conclusion of the 41st Annual General Meeting of the Company. Their first term of 5 consecutive years will be completed on conclusion of the ensuing Annual General Meeting of the Company. The Board, upon recommendation of Audit Committee, recommends for the approval of the Members, for the re-appointment of M/s. SPARK & Associates Chartered Accountants LLP, Chartered Accountants, Indore (M.P) as the Statutory Auditors of the Company for the Second Term of five consecutive years.

The company has received from M/s. SPARK & Associates, Chartered Accountants, Indore (M.P.) (Firm Registration No. 005313C), an eligibility letter under section 141 of the Companies Act, 2013 and rules made thereunder that they are not disqualified. The members of the company authorized the board to fix the remuneration of Statutory Auditors for each of the financial year separately on year to year basis.

b) Secretarial Auditor;

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed CS Dinesh Kumar Gupta, Practicing Company Secretary, Indore (M.P.) to undertake the secretarial audit of the company for the year 2023-24 by the Board of Directors at its Meeting held on 28^thAugust, 2023.

c) Cost Auditor;

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

d) Internal Auditor;

M/s Sheetal Bala Bansal & Associates, Chartered Accountants (FRN: 013027C) Indore (MP) have been appointed as an Internal Auditor of the Company for the financial year 2023-2024 by the Board of Directors at its Meeting held on 28th August, 2023.

19.AUDITOR S REPORT:

a) Statutory Auditor s Report;

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

b) Secretarial Audit Report;

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

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

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

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

b) In terms of the Regulation 31(4) of SEBI (SAST) Regulations, 2011, the listed entity is required to submit declaration from the Promoters and Promoter Group each year, the Company has submitted the said disclosure delayed for the year ended March 31, 2023.

c) In terms of the Regulation 14 of SEBI (LODR) Regulations, 2015, the Company has made delay in payment, of Listing Fees for the financial year 2023-24.

d) In terms of the Regulation 7(1) (b) & 7(2) (b) of SEBI (PIT) Regulations, 2015, the Company has not filed the necessary disclosure.

Management s Reply:

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

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

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE

WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

No frauds are reported by the auditors of the company under sub-section (12) of Section 143 of the Companies Act, 2013, for the financial year ended 31st March, 2024.

21.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

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

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

Foreign Exchange earned-	Nil
Foreign Exchange used-	Nil

22. CODE OF CONDUCT:

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

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

24. INTERNAL FINANCIAL CONTROLS:

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

25. PREVENTION OF INSIDER TRADING:

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

26. BUSINESS RISK MANAGEMENT:

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

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

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

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

28. INFORMATION PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT &

REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

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

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. Although according to provisions of the Act, constitution of ICC is not mandatory on the Company. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year 2023-24, no case in the nature of sexual harassment were reported at any workplace of the Company.

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

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

31. INSOLVENCY AND BANKRUPTCY CODE, 2016

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

32. SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE:

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

33. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards i.e. SS-1 and SS-2, relating to

Meetings of the Board of Directors and General Meetings , respectively as specified by the

Institute of Company Secretaries of India.

34. COMPANY S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES:

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

a) Details of Remuneration of Directors;

Your Company has not paid any remuneration to its Directors.

b) Details of Remuneration of Key Managerial Personnel;

Name	Designation	Remuneration paid period ended 2023-24	Remuneration paid period ended 2022-23
1. Mr. Rajendra Kumar Mungar	Chief Financial Officer	Rs. 1,20,000/- P.A.	Rs. 1,20,000/- P.A.
2. Ms. Deepti Dubey	Chief Executive Officer	Rs. 1,20,000/- P.A.	Rs. 1,20,000/- P.A.
3. Ms. Aakansha Kamley (Resigned w.e.f. 06.04.2023)	Company Secretary	NIL	Rs. 1,46,700/-P.A.
4. Ms. Himani Jain (Appointed w.e.f. 15.05.2023)	Company Secretary	Rs.2,92,500/- P.A.	NIL

35. ANNUAL RETURN:

In accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013, the Annual Return, as required under sub section (3) of the Section 92 of the Companies Act, 2013, is available on the Company s website at www.premiercapitalservices.in.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

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

Annexure "III."

37. CORPORATE GOVERNANCE:

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

38. REVISION OF ANNUAL FINANCIAL STATEMENTS

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

39. VOTING RIGHTS OF EMPLOYEES

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

40. ACKNOWLEDGEMENTS:

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

	For and on behalf of the Board
	Sd/-
	Manoj Kasliwal
Date : 26.08.2024	Chairman
Place : Indore	(DIN: 00345241)
REGISTERED OFFICE
4, Bhima Vaitarna Complex,
Sir Pochkhanwala Road,
Worli, Mumbai, (MH) 400 030
CIN: L65920MH1983PLC030629