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Premier Capital Services Ltd.

Directors Report

BSE: 511016ISIN: INE946K01023INDUSTRY: Finance & Investments

BSE   Rs 8.23   Open: 8.23   Today's Range 8.23
8.23
-0.43 ( -5.22 %) Prev Close: 8.66 52 Week Range 7.54
9.59
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 30.50 Cr. P/BV 4.48 Book Value (Rs.) 1.84
52 Week High/Low (Rs.) 10/8 FV/ML 1/1 P/E(X) 0.00
Bookclosure 24/09/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting their 42nd 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, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

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

Particulars

Year Ended
31st March,
2025

Year Ended
31st March,
2024

Total Income

77.59

80.95

Profit/(Loss) before Finance Cost, depreciation /
amortisation expenses, Tax & exceptional item

(9.00)

(1.03)

Less: Finance Cost

-

-

Profit/ (Loss) before depreciation expenses & Tax

(9.00)

(1.03)

Less: Depreciation/ amortisation expenses

-

Profit/ (Loss) before exceptional items &tax

(9.00)

(1.03)

Less: Exceptional Items

(9.00)

(1248.74)

Less: Tax expenses Deferred Tax

-

-

Profit/ (Loss) for the year

(9.00)

(1249.77)

2. OPERATIONS AND STATE OF COMPANY'S AFFAIRS:

During the year under review, the company has recorded Total Income of Rs. 77.59
Lakhs and was Rs. 80.95 Lakhs during the previous year. The Company has incurred a
net loss of Rs. 9.00 Lakhs as compared to Rs. 1249.77 Lakhs during the previous year.
Your Directors are hopeful that the company may be able to show better performance in
coming year.

3. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

There is no change in the nature of business of the Company during the year.

4. CHANGE IN THE REGISTERED OFFICE ADDRESS OF THE COMPANY

There is no change in the registered office address of the Company during the year.

5. 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 2025-26 has been duly paid.

6. 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.

7. SHARE CAPITAL:

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

8. DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2025.

9. TRANSFER TO RESERVES:

Your Directors do not proposed any amount to be transferred to the Reserves for the
year ended 31st March, 2025.

10. 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.

11. 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.

12. 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 2024-25, Mr. Manoj Sumati Kumar Kasliwal- Non executive
Director, Mrs. Sharda Kasliwal - Non executive Director, Mr. Aman Sanghvi -
Independent Director and Mr. Neeraj Goenka - Independent Director are on the Board of
the Company.

During the year under review, Mr. Soumil Ekadi (DIN: 08926008) has resigned as
the Non-Executive Independent Director of the Company w.e.f. 13.08.2024. Your
Directors place on record their appreciation for the invaluable guidance and services
render during his tenure to the Company.

During the year under review, Mrs. Rashmi Ahuja (DIN: 03385181) has ceased as
the Non-Executive Independent Director of the Company w.e.f. 24.09.2024, due to
completion of her tenure. Your Directors place on record their appreciation for the
invaluable guidance and services render during her tenure to the Company.

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

Ms. Himani Jain as Company Secretary and Compliance Officer of the company has
resigned from the post of Company Secretary and Compliance Officer of the company
w.e.f. 03.12.2024.

Based on the recommendation of Nomination & Remuneration Committee, the Board
appointed Mrs. Poonam Sharma as Company Secretary and Compliance Officer of the
company w.e.f. 01.04.2025.

c) Statement on 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.

13. 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.

14. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

Board Composition and Category of Directors

As on 31st March, 2025, the Board of Directors of the company comprised of Four
Directors including two Non-executive (including one women director) and two
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.

The following 06 (Six) Meetings of the Board of Directors were held during the Financial
Year 2024-25.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.

S.

No.

Date of meeting
(DD/MM/YYYY)

Total Number
of directors
as on the
date of
meeting

Attendance

Number of

directors

attended

% of

attendance

1.

30/05/2024

4

4

100%

2.

13/08/2024

4

4

100%

3.

26/08/2024

4

4

100%

4.

12/11/2024

4

4

100%

5.

03/12/2024

4

4

100%

6.

11/02/2025

4

4

100%

The requisite quorum was present at the all meetings of the Board. The attendance of
the Directors at the Board Meetings is as under:

S.

No.

Name of the
Director

Category

Attendance

Particulars

No. of
other
Director
ship

Committee
Position in other
Companies

n

No. of

Shares/I
istrumen
ts held
on 31st
March,20
25

Board

Meeting

Last

AGM

Chairman

Member

1

Mr. Manoj
Sumati Kumar
Kasliwal

Promoters

and

Non¬

Executive

Directors

06

Yes

4

-

-

-

2

Mrs. Sharda
Manoj Kasliwal

06

Yes

4

-

-

-

3

Mrs. Rashmi
Ahuja

Independent

and

Non

Executive

Directors

03

Yes

-

-

-

-

4

Mr. Soumil
Ekadi

02

NA

-

-

-

-

5

Mr. Aman
Sanghvi

04

Yes

-

-

-

-

6

Mr. Neeraj
Goenka

03

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 Sumati Kumar Kasliwal &
Mrs. Sharda Manoj Kasliwal who are Husband & Wife.

15. 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

The following 11 (Eleven) Meetings of the Committees were held during the Financial Year
2024-25:

S.

No.

Type of
meeting

Date of meeting
(DD/MM/YYYY)

Total

Number of
members
as on the
date of
meeting

Attendance

Number of
members
attended

% of

attendance

1.

Audit Committee

30/05/2024

3

3

100%

2.

Audit Committee

13/08/2024

3

3

100%

3.

Audit Committee

26/08/2024

3

3

100%

4.

Audit Committee

12/11/2024

3

3

100%

5.

Audit Committee

11/02/2025

3

3

100%

6.

Nomination and

13/08/2024

3

3

Remuneration

Committee

100%

7.

Nomination and

Remuneration

Committee

26/08/2024

3

3

100%

8.

Shareholders

Grievance

Committee

30/05/2024

3

3

100%

9.

Shareholders

Grievance

Committee

13/08/2024

3

3

100%

10.

Shareholders

Grievance

Committee

12/11/2024

3

3

100%

11.

Shareholders

Grievance

Committee

11/02/2025

3

3

100%

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 31st
March, 2025.

As at 31st March, 2025, the composition of the Committee and the attendance details
of Committee Members at the meetings held during the period under review is as
follows:

No. of Meetings
Attended

Name of the Directors

Designation

Mr. Soumil Ekadi*

Chairman

2

Mrs. Rashmi Ahuja**

Member

3

Mrs. Sharda Manoj Kasliwal

Member

5

Mr. Aman Sanghvi*

Chairman

3

Mr. Neeraj Goenka***

^^^^Member

2

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 31st
March, 2025.

Attendance

As at 31st March, 2025, 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 Sumati Kumar
Kasliwal

Member

2

Mr. Soumil Ekadi*

Member

1

Mr. Aman Sanghvi*

Member

1

Mr. Neeraj Goenka***

Chairman

0

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
31stMarch, 2025.

As at 31st March, 2025, 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

2

Mrs. Rashmi Ahuja**

Member

2

Mr. Manoj Sumati Kumar
Kasliwal

Member

4

Mr. Aman Sanghvi*

Chairman

2

Mr. Neeraj Goenka***

Member

2

*Mr. Soumil Ekadi ceased to be the chairman and member of the Committees,
due to resignation as Independent Director w.e.f. closure of working hours
of 13.08.2024 and in place of him Mr. Aman Sanghvi was appointed as an
chairman and member of the Committees as well as Independent Director of
the Company w.e.f. 13.08.2024.

**Mrs. Rashmi Ahuja ceased to be the member of the Committees, due to
completion of her tenure as Independent Director w.e.f. closure of working
hours of 24.09.2024.

***Mr. Neeraj Goenka was appointed as an chairman and member of the
Committees as well as Independent Director of the Company w.e.f.
26.08.2024.

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.13th 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 re-constitution 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. 26th August,
2024.

Number of Complaints Received ----------NIL---------

Compliance Officer

CS Himani Jain was Compliance Officer of the Company and thereafter resigned from
the post of Company Secretary and Compliance Officer w.e.f. 03.12.2024.

Mr. Rajendra Kumar Mungar was compliance Officer until CS Poonam Sharma was
appointed as Company Secretary and Compliance Officer w.e.f. 01.04.2025.

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 11th February, 2025 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.

16.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.

17. 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.

18. 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.

19. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, with respect to Director's 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, 2025 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.

20. AUDITORS:

a) Statutory Auditors;

The Statutory Auditors M/s. SPARK & Associates Chartered Accountants LLP,
Chartered Accountants, Indore (M.P), (Firm Registration No. 005313C)
, were
re-appointed as Statutory Auditors of the Company in 41st Annual General Meeting held
on 24.09.2024 to hold office for a period of five years from the conclusion of 41st
Annual General Meeting till the conclusion of the 46th Annual General Meeting. The
company has received an eligibility letter under section 141 of the Companies Act,
2013 and rules made thereunder that they are not disqualified. The Board is authorized
to fix the remuneration of Statutory Auditors for each of the financial year separately
on year to year basis.

b) Secretarial Auditor;

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had, at its meeting held on August 26, 2024, appointed
CS Dinesh
Kumar Gupta, Practicing Company Secretary, Indore (M.P.),
to undertake the
Secretarial Audit of the Company for the Financial Year 2024-25.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations
and Section 204 of the Companies Act, 2013 and other applicable provisions, on the
recommendation of the Audit Committee, the Board of Directors of your Company has
appointed
CS Dinesh Kumar Gupta, Practicing Company Secretary, Indore
(M.P.),
(C.P No. 4715 & Peer Review certificate no. 6623/2025), as secretarial auditors
for a term of 5 (five) consecutive years commencing from the Financial Year 2025-26
to Financial Year 2029-30, subject to the approval of the Members at the ensuing
Annual General Meeting. The Board has recommended his appointment for approval of
the Members at the ensuing Annual General Meeting.

CS Dinesh Kumar Gupta, Practicing Company Secretary, Indore (M.P.) had confirmed
their eligibility and independence and had also expressed their willingness to accept the
appointment upon approval.

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;

Pursuant to Section 138 of the Companies Act, 2013 and the Companies (Accounts)
Rules, 2014, the Board of Directors of the Company in its meeting held on 26th
August, 2024 had appointed
M/s Sheetal Bala Bansal & Associates, Chartered
Accountants, Indore (M.P.) (Firm Registration Number: 013027C)
as Internal
Auditors of the Company, to conduct internal audit of the functions and activities of
the Company for the Financial Year 2024-25.

Further Pursuant to Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the Board of Directors of the Company in its meeting held on
24th May, 2025 had appointed
Mr. Nitin Arvind Oza, Chartered Accountants,
Mumbai (Mh) (Firm Registration Number: 107149W)
as Internal Auditors of the
Company, to conduct internal audit of the functions and activities of the Company for
the Financial Year 2025-26.

21. 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, 2024.

c) In terms of the Regulation 6 (1) of SEBI (LODR) Regulations, 2015, the listed
entity is required to appoint a qualified company secretary as the compliance
officer not later than three months from the date of vacancy in the office of the
Compliance Officer, the company has appointed company secretary cum
Compliance officer beyond the prescribed period of three months on 01.04.2025
from the date of vacancy on 03.12.2024.

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.

22. 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, 2025.

23. 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

24. 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.

25.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), 2015the 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.

26.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.

27. 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.

28. 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.

29. 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.

30.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.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy for prevention of sexual harassment at the
workplace, in line with the requirements under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is not required to comply with the provisions relating to the constitution
of Internal Complaints Committee (iCc) under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, no case in the nature of sexual harassment were
reported at any workplace of the Company.

32. STATEMENT OF COMPLAINCE WITH MATERNITY BENEFIT ACT

The provisions relating to the Maternity Benefit Act is not applicable to the Company.

33. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

S.No.

Particulars

No. of Employees

1.

Female

2

2.

Male

1

3.

Transgender

-

Total

3

34.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.

35.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.

36.SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE:

Your Company does not have any Subsidiary, Joint Venture or Associate Companies.
37.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.

38.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;

Sl.

No.

Name

Designation

Remuneration paid
period ended
2024-25

Remuneration paid
period ended
2023-24

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. Himani Jain
(Resigned w.e.f.
03.12.2024)

Company

Secretary

Rs.216000/- P.A.

Rs.2,92,500/- P.A.

39. WEB ADDRESS:

As required under Section 92(3) read with section 134(3) of the Companies Act 2013,
the Annual Return for the Financial Year 2024-25 will be made available on the website
of the Company at
www.premiercapitalservices.in once it is filed with the Ministry of
Corporate Affairs after holding Annual General Meeting of the company.

40. 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."

41. 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.

42. REVISION OF ANNUAL FINANCIAL STATEMENTS

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

43. 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.

44.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 Sumati Kumar Kasliwal

Date : 25-08-2025 Chairman

Place : Indore (DIN: 00345241)

REGISTERED OFFICE

4, Bhima Vaitarna Complex,

Sir Pochkhanwala Road,

Worli, Mumbai, (MH) 400 030
CIN: L65920MH1983PLC030629

 
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