Premier Energies Limited - Proxy Solicitation & Information Statement 2025

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Ref: PEL 51/ 2024-25 Date: March 07, 2025

To To The Secretary The Manager, BSE Limited Listing Department Phiroze Jeejeebhoy Towers, National Stock Exchange of India Limited Dalal Street, Exchange Plaza, C-1, G Block, Bandra-Kurla Mumbai - 400001 Complex, Bandra (East), Mumbai – 400 051 Scrip Code: 544238 Trading Symbol: PREMIERENE

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) – Notice of Postal Ballot

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Notice of Postal Ballot (‘Notice’) dated March 03, 2025 for seeking approval of members of the Company for the following matters:

Type of Resolution	Resolution
Re-appointment of Smt. Revathi Rohini Buragadda (DIN: 08114119) as a Whole-time Director designated as an Executive Director of the Company	Special Resolution
Appointment of Shri. Sudhir Moola (DIN: 02185026) as a Whole- time Director designated as an Executive Director of the Company	Special Resolution
Re-appointment of Shri. Uday Pilani Sudhir (DIN: 06572889) as an Independent Director of the Company	Special Resolution
To approve the Ratification of the Employee Stock Option Scheme 2021(“PEL ESOP 2021”)	Special Resolution
To approve the Premier Energies Limited- Employee Stock Option Scheme 2025	Special Resolution
To extend Premier Energies Limited- Employee Stock Option Scheme 2025 to the eligible employees of its associate and subsidiarycompanies	Special Resolution
To approve acquisition or purchase of equity shares of the Company by way of issuance and allotment of equity shares by the Company or from secondary market or by way of both for implementation of the Premier Energies Limited - Employee Stock Option Scheme 2025	Special Resolution

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To approve provision of funds by the Company for purchase of Special Resolution its own shares by the trust / trustees for implementation of Premier Energies Limited - Employee Stock Option Scheme 2025 and Premier Energies Limited - Employee Stock Option Scheme 2021. Approval of Material Related Party Transaction(s) of the Ordinary Resolution Subsidiaries of the Company To consider and approve the variation in terms of objects as stated Special Resolution in the prospectus

In terms of various circulars issued by Ministry of Corporate Affairs and SEBI, the Notice is being sent by electronic mode to those members whose email addresses are registered with the Company / Depositories and whose names appeared in the Register of Members / list of beneficial owners maintained by the Company / Depositories as on the Cut-Off Date i.e., Monday, March 03, 2025 . The assent or dissent on the above resolutions can be communicated by the members through remote e-voting process (‘e-voting’), within the following period:

Commencement of e-voting period Saturday, 8[th] March, 2025 from 9.00 a.m. (IST) Conclusion of e-voting period Sunday, 6[th] April, 2025 at 5.00 p.m. (IST)

The above information will be made available on the website of the Company www.premierenergies.com

Kindly take the same on record.

Thanks & Regards

For Premier Energies Limited

Ravella Digitally signed by Sreenivasa Ravella Sreenivasa Rao Date: 2025.03.07 Rao 17:13:24 +05'30' Ravella Sreenivasa Rao Company Secretary & Compliance officer

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PREMIER ENERGIES LIMITED (CIN: L40106TG1995PLC019909)

Reg Office: Plot No. 8/B/1 and 8/B/2, E- City, Maheshwaram Mandal, Raviryala Village, K.V. Rangareddy, Hyderabad, Telangana, 501359 Tel: 040-27744415/16; E-mail: [email protected] Website: www.premierenergies.com

POSTAL BALLOT NOTICE

(Pursuant to Section 108 and Section 110 (1) (a) of the Companies Act, 2013, read with Rule 20 and Rule 22 (1) of the Companies (Management and Administration) Rules, 2014, as amended)

Remote e-Voting period commencement Date	Remote e-Voting period End Date
Saturday, 8th March, 2025 from 9.00 a.m. (IST)	Sunday 06th April 2025 at 5.00 p.m. (IST)

To the Members of the Company,

Notice is hereby given that the resolutions set out below are proposed for approval by the members of Premier Energies Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2024 dated 19th September, 2024, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations and circulars issued thereunder is also attached. The Board of Directors has appointed Mr. Mohit Gurjar, a Practising Company Secretary (Membership No: A20557, CoP No:18644), Partner of PS Rao & Associates, Company Secretary Firm, as Scrutiniser for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.

The Scrutiniser’s decision on the validity of the votes cast in the Postal Ballot shall be final. The Company has engaged the services of KFin Technologies Limited (“KFinTech” or “Registrar and Transfer Agent”) as the agency to provide e-voting facility.

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Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

Commencement of e-voting:	Saturday, 8th March, 2025 from 9.00 a.m. (IST)
End of e-voting:	Sunday 06th April 2025 at 5.00 p.m. (IST)

The Scrutiniser will submit his report, after the completion of scrutiny, to the Chairman or whole time Director of the Company or any person authorised by him. The results of e-voting will be announced on or before 8th April, 2025, and will be displayed on the Company’s website at https://www.premierenergies.com/ and the website of KFin Technologies Limited at https://evoting.kfintech.com. The results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the registered office of the Company.

SPECIAL BUSINESS

1. Re-appointment of Smt. Revathi Rohini Buragadda (DIN: 08114119) as a Whole-time Director designated as an Executive Director of the Company.

To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association of the Company, Nomination, Remuneration and Evaluation Policy of the Company, subject to the requisite approvals and on the recommendation of Nomination and Remuneration Committee and Board of Directors, the consent of the members be and is hereby accorded to re-appoint Smt. Revathi Rohini Buragadda (DIN: 08114119) as a Whole-time Director, designated as an Executive Director, liable to retire by rotation, for a period of 3 (three) years, from the expiry of her present term of office, i.e., with effect from March 20, 2025, upon the terms and conditions including remuneration as detailed in the explanatory statement attached hereto subject to the provisions of section 197 and all other applicable provisions of the Act and Schedule V thereto.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in the Company during the period of re-appointment of Smt. Revathi Rohini Buragadda as Whole Time Director, the Company shall pay remuneration by way of Salary including perquisites and allowances as mentioned in the explanatory statement of this Notice in accordance with the Schedule V of the Companies Act, 2013 as minimum remuneration.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter and vary the terms and conditions of the re-appointment and/or increase the remuneration including perquisites etc. from time to time or annually as may be considered appropriate based on the recommendation of the Nomination & Remuneration Committee and in accordance with the Nomination and Remuneration Policy of the Company in such manner as agreed between the Board and Smt. Revathi Rohini Buragadda, within the limits as provided in the Explanatory Statement.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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2. Appointment of Shri. Sudhir Moola (DIN: 02185026) as a Whole-time Director designated as an Executive Director of the Company

To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association of the Company, Nomination, Remuneration and Evaluation Policy of the Company, subject to the requisite approvals and on the recommendation of Nomination and Remuneration Committee and Board of Directors, the consent of the members be and is hereby accorded to appoint Shri. Sudhir Moola (DIN: 02185026) as a Whole-time Director, designated as an Executive Director, liable to retire by rotation, for a period of 3 (three) years, from February 03, 2025 to February 02, 2028 upon the terms and conditions including remuneration as detailed in the explanatory statement attached hereto subject to the provisions of section 197 and all other applicable provisions of the Act and Schedule V thereto.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in the Company during the period of appointment of Shri. Sudhir Moola as Whole Time Director, the Company shall pay remuneration by way of Salary including perquisites and allowances as mentioned in the explanatory statement of this Notice in accordance with the Schedule V of the Companies Act, 2013 as minimum remuneration.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter and vary the terms and conditions of the appointment and/or increase the remuneration including perquisites etc. from time to time or annually as may be considered appropriate based on the recommendation of the Nomination & Remuneration Committee and in accordance with the Nomination and Remuneration Policy of the Company in such manner as agreed between the Board and Shri. Sudhir Moola, within the limits as provided in the Explanatory Statement.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

3. Re-appointment of Shri. Uday Pilani Sudhir (DIN: 06572889) as an Independent Director of the Company.

To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Uday Pilani Sudhir (DIN: 06572889), Independent Director holding office upto March 17, 2025 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, being eligible, be and is hereby re-appointed as an Independent Director, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years, i.e., upto March 17, 2030;

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197, and other applicable provisions of the Act and the Rules made thereunder, Shri. Uday Pilani Sudhir shall be entitled to receive the remuneration/fees/commission as permitted to be received in the capacity of Non-Executive, Independent Director, under the Act and Listing Regulations, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, from time to time

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RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

4. To approve the Ratification of the Employee Stock Option Scheme 2021 (“PEL ESOP 2021”) To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and applicable Rules, read with Regulation 12 and other applicable provisions, if any, of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBES Regulations") the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, modified or re-enacted from time to time, the enabling provisions of Memorandum of Association and the Articles of Association of the Company, and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions and any other applicable laws, rules and regulations, and as recommended by the Nomination and Remuneration Committee ("Committee ") and the Board of Directors ("Board") of Premier Energies Limited ("Company"), the approval of the shareholders of the Company, for the Premier Energies Limited Employee Stock Option Scheme 2021 (“PEL ESOP 2021”), as originally approved by the shareholders of the Company on 09th September, 2021 and as amended on 18th April, 2024 prior to the initial public offer of the equity shares of the Company, be and is hereby ratified within the meaning of SBES Regulations and the consent of the shareholders of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include the Nomination & Remuneration Committee of the Company ("NRC"), constituted by the Board of Directors to exercise its powers conferred by the Scheme, including the powers conferred by this resolution to create, offer, issue, reissue, grant, transfer and allot at any time to or for the benefits of the employee(s) /directors of the Company (as may be permitted under applicable laws) in terms of the PEL ESOP 2021, equity shares on exercise of options, issue fresh options, re-issue options that may have lapsed/cancelled/surrendered, already approved under the Scheme.

RESOLVED FURTHER THAT the PEL ESOP 2021 is implemented through Trust route, wherein the PEL ESOP Trust (“Trust”) shall acquire the shares of the Company by way of issuance and allotment of Equity Shares by the Company or from secondary market or by way of both and shall transfer shares upon exercise of options to employees as defined in the scheme from time to time in accordance with the PEL ESOP 2021.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot equity shares upon exercise of options, from time to time, in accordance with the PEL ESOP 2021.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the equity shares to be allotted under the PEL ESOP 2021 on the stock exchanges as per the provisions of the SEBI Listing Regulations, SBES Regulations and other applicable laws, regulations.

RESOLVED FURTHER THAT the equity shares to be allotted by the Company upon exercise under PEL ESOP 2021 shall rank pari passu in all respects with the then existing equity shares of the Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, split or consolidation of equity shares, merger/ amalgamation or sale of division/ undertaking or other reorganization etc., requisite adjustments (which may include adjustments to the number of options in PEL ESOP 2021) shall be appropriately made, in a fair and reasonable manner in accordance with PEL ESOP 2021.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board and the Nomination and Remuneration Committee be and is hereby authorized on behalf of the Company, to evolve, decide upon and bring in to effect the Scheme and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit or necessary or desirable for such purpose including taking all the necessary steps for listing of the equity shares allotted on the Stock Exchanges as per the terms and conditions of the listing agreement with the concerned Stock Exchanges, as and when required and with power on behalf of the Company to settle any questions, difficulties, or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company.”

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5. To approve the Premier Energies Limited- Employee Stock Option Scheme 2025

To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution.

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b), 67(3)(b) and any other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Shares and Debentures) Rules, 2014 (“Companies Rules”) and any other relevant rules thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (“SEBI SBES Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), read with all circulars and notifications issued thereunder, the provisions of the Memorandum and Articles of Association of the Company, subject to other applicable statutory provisions, rules, regulations, guidelines and further subject to such other approvals, consents, permissions and sanctions as may be necessary consent of the members of the Company be and is hereby accorded to approve the Premier Energies Limited– Employee Stock Option Scheme 2025 (“PEL ESOP 2025” / “Scheme”) the salient features of which are furnished in the explanatory statement to this notice and that the Board of Directors of the Company (“Board” which term shall be deemed to include the Nomination and Remuneration Committee which has been duly constituted by the Board, to exercise its powers including the powers conferred under this resolution) be and are hereby authorized to create, offer, grant, allot and /or transfer from time to time in one or more tranches up to 90,15,487 (Ninety Lakhs Fifteen Thousand Four Hundred and Eighty Seven) Employee Stock Options (“ESOPs”) under the said Scheme for the benefit of employees and directors (excluding an employee/ director who is a promoter or belongs to the promoter group and independent director) of the Company exercisable into not more than 90,15,487 (Ninety Lakhs Fifteen Thousand Four Hundred and Eighty Seven) equity shares of face value of INR 1/- each (Rupees One Only) in aggregate on such terms and conditions as may be fixed or determined by the Board in accordance with the PEL ESOP 2025 and other applicable provisions of any law as may be prevailing at that time.

RESOLVED FURTHER THAT in case of any corporate action (s) such as rights issues, bonus issues, merger, sale of division and others, if any, the Company may be required to issue additional Equity Shares to the option grantees for the purpose of making a fair and reasonable adjustment to the options granted earlier, the ceiling of 90,15,487 (Ninety Lakhs Fifteen Thousand Four Hundred and Eighty Seven)equity shares of face value of INR 1/- each (Rupees One Only) shall be deemed to be increased to the extent of such additional equity shares issued and as may be determined by the Board without affecting any other rights or obligations of the said grantees.

RESOLVED FURTHER THAT in case the equity shares of the Company are either subdivided or consolidated, the number of equity shares to be transferred on the exercise of options granted and/or the price of acquisition per equity share payable by the Employees under PEL ESOP 2025 shall automatically stand increased or reduced, as the case may be, in the same proportion as the present face value of INR 1/- (Rupee One Only) per equity share bears to the revised face value of the equity shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the Employees.

RESOLVED FURTHER THAT the PEL ESOP 2025 shall be administered by the Nomination and Remuneration Committee (“Committee”) of the Company who shall have all the necessary powers as defined in the Scheme, for the purpose of administration and implementation of the PEL ESOP 2025.

RESOLVED FURTHER THAT the PEL ESOP 2025 shall be implemented through trust route, already set up by the name of PEL ESOP Trust (“Trust”) wherein the Trust can either acquire the equity shares of the Company by way of secondary acquisition or the Company will issue shares to the Trust in accordance with the Scheme.

RESOLVED FURTHER THAT the equity shares to be allotted and issued by the Company in the manner aforesaid shall rank pari-passu in all respects with the then existing equity shares of the Company, upon exercise.

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RESOLVED FURTHER THAT the Board shall take necessary steps for listing of the fresh equity shares allotted to the Trust, if any, under the PEL ESOP 2025 on the Stock Exchanges, whenever the shares of the Company are issued in accordance with the provisions of the SEBI SBES Regulations, the SEBI Listing Regulations and other applicable laws and regulations and the amendments thereof.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred herein to any Committee of Directors, with power to sub-delegate to any executives/officers of the Company to do all such acts, deeds, matters and things including authorizing or directing to appoint various intermediaries, advisors, consultants or representatives for effective implementation and administration of PEL ESOP 2025, as also to make applications to the appropriate authorities, parties and the institutions for their requisite approvals and all other documents required to be filed in the above connection and to settle all such questions or difficulties whatsoever which may arise and take all such steps and decisions, etc., as may be necessary in this regard.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the Board is authorised to formulate, evolve, decide upon and implement the PEL ESOP 2025, determine the detailed terms and conditions of the aforementioned PEL ESOP 2025 including but not limited to the quantum of the Options to be granted and/or shares to be transferred per Employee, the number of Options and/or shares to be granted in each tranche, the terms or combination of terms subject to which the said Options and/or shares are to be granted/ issued, the exercise period, the vesting period, the vesting conditions, instances where such Options shall lapse, get cancelled or surrendered and to grant such number of Options, to such Employees of the Company, at price, at such time and on such terms and conditions as set out in the PEL ESOP 2025.

RESOLVED FURTHER THAT the Board be and is hereby authorized at its absolute discretion, to make such modifications, changes, variations, alterations or revisions in the Scheme, from time to time, or to suspend, withdraw or revive the Scheme, from time to time, as may be specified by any statutory authority and/or to give effect to any laws, rules, regulations, amendment(s) thereto and to do all other acts, deeds, matters and things as are necessary to give effect to the above authorization and to settle any questions or difficulties that may arise with regard to the creation, offer, issue, grant and allotment of stock options without requiring the Board to secure any further consent or approval of the members of the Company in this regard.”

6. To extend Premier Energies Limited- Employee Stock Option Scheme 2025 to the eligible employees of its associate and subsidiary companies

To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution.

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to time be allowed, under prevailing laws, rules and regulations, and/or amendments thereto from time to time, as identified on the basis of criteria prescribed by the Board of Directors (“Board” which term shall be deemed to include the Nomination and Remuneration Committee which has been duly constituted by the Board, to exercise its powers including the powers conferred under this resolution) , at such price or prices in one or more tranches and on such terms and conditions, as may be fixed or determined by the Board in accordance with the PEL ESOP 2025.

7. To approve acquisition or purchase of equity shares of the Company by way of issuance and allotment of equity shares by the Company or from secondary market or by way of both for implementation of the Premier Energies Limited - Employee Stock Option Scheme 2025

To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b), 67(3)(b) and any other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Shares and Debentures) Rules, 2014 (“Companies Rules”) and any other relevant rules thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (“SEBI SBES Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), read with all circulars and notifications issued thereunder, the provisions of the Memorandum and Articles of Association of the Company, subject to other applicable statutory provisions, rules, regulations, guidelines and further subject to such other approvals, consents, permissions and sanctions as may be necessary, consent of the members of the Company, be and is hereby accorded for the Employee Welfare Trust (“Trust”) to subscribe, purchase or accept, in one or more tranches, equity shares not exceeding 90,15,487 (Ninety Lakhs Fifteen Thousand Four Hundred and Eighty Seven) of face value of INR 1/- each (Rupees One Only), either by way of issuance and allotment of equity shares by the Company or from the secondary market or by way of both, for the purpose of grant of Options to the eligible Employees and for implementation of the PEL ESOP 2025 for the benefit of the Employees at such price or prices and at such terms and conditions that Board of Directors of the Company (“Board” which term shall be deemed to include the Nomination and Remuneration Committee which has been duly constituted by the Board, to exercise its powers including the powers conferred under this resolution) may deem fit and to do all such acts, deeds and things incidental and ancillary in this regards.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot equity shares to the Trust from time to time in accordance with Scheme and such equity shares shall rank pari-passu in all respect with the existing equity shares of the Company, upon exercise.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things as may be necessary or expedient and also authorized to nominate and appoint one or more persons to represent the Company for carrying out any or all of the activities that the Board was authorized to do for the purpose of giving effect to this resolution.”

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8. To approve provision of funds by the Company for purchase of its own shares by the trust / trustees for implementation of Premier Energies Limited - Employee Stock Option Scheme 2025 and Premier Energies Limited - Employee Stock Option Scheme 2021.

To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b), 67(3)(b) and any other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Shares and Debentures) Rules, 2014 (“Companies Rules”) and any other relevant rules thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (“SEBI SBES Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), read with all circulars and notifications issued thereunder, the provisions of the Memorandum and Articles of Association of the Company, subject to other applicable statutory provisions, rules, regulations, guidelines and further subject to such other approvals, consents, permissions and sanctions as may be necessary, consent of the members of the Company, be and is hereby accorded to the Board of Directors of the Company (“Board” which term shall be deemed to include the Nomination and Remuneration Committee which has been duly constituted by the Board, to exercise its powers including the powers conferred under this resolution) to grant interest free loan and/or provide guarantee or security in connection with a loan granted or to be granted to the PEL ESOP Trust (“Trust”), on such terms and conditions as may be deemed fit by the Board, from time to time in one or more tranches, for the purpose of subscribing, purchasing equity shares of the Company by the Trust/Trustees, in one or more tranches, either from the Company or secondary market or both, subject to the ceiling limit as permitted under and in due compliance with the provisions of the Act, the Companies Rules, SEBI SBES Regulations and other applicable laws and regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorized to decide on the amount, tenure, utilization, repayment and other terms of loan or guarantee to be provided in relation to the loan to the Trust for implementation of the Scheme.

9. Approval of Material Related Party Transaction(s) of the Subsidiaries of the Company.

To consider and, if thought fit, to give assent or dissent to the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”), other applicable laws / statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to the subsidiaries (as defined under the Companies Act, 2013) of the Company, to enter into and / or continue the related party transaction(s) / contract(s) / arrangement(s) / agreement(s) (in terms of Regulation 2(1)(zc)(i) of the Listing Regulations) for the financial year 2025-26 and 2026-27 as more specifically set out in explanatory statement to this resolution on the respective material terms & conditions set out in explanatory statement to this resolution.

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RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company / subsidiaries in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

10. To consider and approve the variation in terms of objects as stated in the prospectus.

To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 13(8) and 27 of the Companies Act, 2013, as amended (“Companies Act”), read with Rule 32 of the Companies (Incorporation) Rules, 2014,Rule 7 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory modifications or re-enactments thereof), Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018, as amended, and all other applicable rules, regulations, guidelines and other statutory provisions for the time being in force, if any, and such other approvals, permissions and sanctions, as may be necessary, the approval of members of the Company be and is hereby accorded to vary the terms of objects of the issue referred to in the prospectus dated August 29, 2024 (the ‘Prospectus’) and Special Resolution dated March 12, 2024 in relation to the terms of utilization of the proceeds received from the initial public offering of equity shares (the ‘IPO’) made in pursuance of the Prospectus and utilize such proceeds for the objects and in the manner as mentioned in the explanatory statement annexed to this Notice. Such variation outlined with particulars as required under the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Incorporation) Rules, 2014 is tabulated in explanatory statement.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things, take necessary steps as the Board may in its absolute discretion deem necessary, desirable or expedient and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval and ratification thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to delegate all or any of its powers herein conferred to any committee thereof or to any one or more executives of the Company.”

CIN: L40106TG1995PLC019909 Registered Office: Plot No. 8/B/1 and 8/B/2, E-City, Maheshwaram Mandal Raviryala Mankhal Rangareddy K.V. Rangareddy TG 501359 Website: www. premierenergies.com e-mail: [email protected] Date: 03.03.2025

By the Order of the Board For Premier Energies Limited

Sd/Ravella Sreenivasa Rao Company Secretary and Compliance officer

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NOTES:

The relevant Explanatory Statement pursuant to Section 102 read with Section 110 of the Act, Rule 22 of the Rules and Listing Regulations, as amended, setting out the material facts relating to the aforesaid resolutions and the reasons thereof, is annexed hereto and forms part of this Notice.
In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members / List of Beneficial Owners as received from the Depositories / KFin Technologies Limited (RTA) - the Company’s Registrar and Transfer Agent (‘RTA’) as on Monday, 3rd March 2025 (‘Cut-Off Date’) and whose email addresses are registered with the Company / RTA / Depositories or who will register their email address in accordance with the process outlined in this Notice. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e., Monday, 3rd March 2025
Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-Voting. A person who is not a member as on the Cut-Off Date should treat this Notice for information purposes only. It is, however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company / RTA / Depositories) shall be entitled to vote in relation to the aforementioned resolutions in accordance with the process specified in this Notice.
The Company is providing remote e-Voting facility to its Members to enable them to cast their votes electronically. The detailed procedure with respect to remote e-Voting is mentioned in Notes of this Notice. A Member shall only avail this facility as per the instructions provided herein.
Remote e-Voting shall commence on Saturday, 8th March, 2025 from 9.00 a.m. (IST) and ends on Sunday 06th April 2025 at 5.00 p.m. (IST) (both days inclusive). During this period, Members holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically.

The remote e-Voting module shall be disabled by kfintech for e-Voting thereafter. The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled / blocked thereafter by the e-voting service providers. Once the vote on the resolutions is cast by the Member(s), they shall not be allowed to change it subsequently or cast the vote again.

The Board of Directors has appointed Mr. Mohit Gurjar, a Practising Company Secretary (Membership No.: A20557, CoP No: 18644), Partner of P S Rao & Associates, Company Secretary Firm, as, to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.
The Scrutinizer shall, after completing scrutiny of the votes cast, submit his / her report on the result of the Postal Ballot, not later than two working days from the date of end of remote e-Voting, to the Chairperson and Whole - time Director of the Company or any other person authorized by the Chairperson. The Resolutions, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for remote e-Voting i.e., Sunday 6th April 2025.
Members may please note that the Postal Ballot Notice and results to be declared along with the Scrutinizer’s Report will also be available on the Company’s website at www.premierenergies.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on KFin Technologies Limited at https://evoting.kfintech.com/.

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The right to vote in this Postal Ballot cannot be exercised through proxy.
Members who wish to inspect relevant documents referred to in this Notice, may send their requests at investor relations [email protected] mentioning their DP ID and Client ID / Folio Number until the last date of remote e-Voting period of this Postal Ballot i.e., Sunday 06th April, 2025 and these will be replied to suitably by the Company.
Those shareholders who have not yet registered their e-mail address are requested to get their e-mail addresses registered by following procedures given below to obtain the postal ballot notice issued by the Company.

For Electronic folios:

Visit the link https://ris.kfintech.com/clientservices/postalballot/
Select the Company name i.e. Premier Energies Limited.
Shareholder to enter DP ID-Client ID / Folio No. and PAN No.
Shareholder to enter the email Id and Mobile No.
System check the authenticity of the DP ID-Client ID and PAN and sends the different OTPs to Mobile No. and Email Ids to Validate.
Shareholder to enter the OTPs received by SMS and Email to complete the validation process.

(OTPs will be valid for 5 minutes only).

System confirms the email id for the limited purpose of serviced postal ballot notice.
System will send the notice & procedure for e-voting to the email given by the shareholder.
The instructions for Shareholders for Remote e-voting are as under:

a) Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020 on “e-voting facility provided by Listed Companies”, e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process.

b) Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e-voting facility.

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c) Method of login for Individual shareholders holding the securities in demat mode receiving Postal Ballot Notice through email:

Shareholders	Login Method
Shareholders holding securities in demat mode with NSDL	A. Existing Internet-based Demat Account Statement (“IDeAS”) facility Users: i. Visit the e-services website of NSDL https://eservices.nsdl.com either on a personal computer or on a mobile. ii. On the e-services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. Thereafter enter the existing user id and password. iii. After successful authentication, Members will be able to see e-voting services under ‘Value Added Services’. Please click on “Access to evoting” under e-voting services, after which the e-voting page will be displayed. iv. Click on Company name or e-voting service provider i.e. KfinTech. v. Members will be re-directed to KfinTech’s website for casting their vote during the remote e-voting period.
	B. Users not registered for IDeAS e-Services: i. Visit https://eservices.nsdl.com for registering. ii. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. iii. Proceed to complete registration using your DP ID, Client ID, Mobile Number etc. iv. After successful registration, please follow steps given under Point No. A above to cast your vote
	C. Visit the e-voting website of NSDL: i. Visit the e-voting website of NSDL https://www.evoting.nsdl.com/. ii. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. iii. Members will have to enter their User ID (i.e. the sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. iv. After successful authentication, Members will be redirected to NSDL Depository site wherein they can see e-voting page. v. Click on company or e-voting service provider name i.e. KfinTech after which the Member will be redirected to e-voting service provider’s website for casting their vote during the remote e-voting period. vi. Members can also download the NSDL Mobile App “NSDL Speed-e” facility by scanning the QR code mentioned below for seamless voting experience.

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Shareholders	Login Method
Shareholders holding securities in demat mode with CDSL	A. Users who have opted for Easi/Easiest: i. Visit https://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com ii. Click on New System Myeasi. iii. Login to MyEasi option under quick login. iv. Login with the registered user ID and password. v. Members will be able to view the e-voting Menu. vi. The Menu will have links of KfinTech e-voting portal and will be redirected to the e-voting page of KfinTech to cast their vote without any further authentication.
	B. Users who have not opted for Easi/Easiest: i. Visit https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration for registering. ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc. iii. After successful registration, please follow the steps given in point no. 1 above to cast your vote.
	B. Visit the e-voting website of CDSL: i. Visit https://evoting.cdslindia.com/Evoting/EvotingLogin ii. Provide demat Account Number and PAN iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the demat Account. iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link available against the name of the Company, or select KfinTech. v. Members will be re-directed to the e-voting page of KfinTech to cast their vote without any further authentication
Shareholders (holding securities in demat mode) login through their epository participants	i. Members can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility. ii. Once logged-in, Members will be able to view e-voting option. iii. Upon clicking on e-voting option, Members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature. iv. Click on options available against Company’s name or KfinTech. v. Members will be redirected to e-voting website of KfinTech for casting their vote during the remote e-voting period without any further authentication.

Important Note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

For technical Assistance:

Members facing any technical issue in logging can contact the respective helpdesk by sending a request on the email id’s or contact on the phone nos. provided below

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NSDL	CDSL
Email: [email protected] Toll free no. 1800 1020 990/1800 22 44 30/ 1800-21-09911	Email: [email protected] Phone no: 022-23058738/022-23058542-43/ +91 22 4886 7000

d) Information and Instructions for e-voting by Shareholders other than individuals holding shares of the Company in demat mode and all Shareholders holding shares of the Company in physical mode:
In case a Shareholder receives an e-mail from the Company / KFin Technologies Limited [for Members whose e-mail address is registered with the Company / Depository Participant(s)]
a) Launch internet browser and type the URL: https://evoting.kfintech.com
b) Enter the login credentials i.e., User ID and password mentioned in your email. Your Folio No./ DP ID Client ID will be your User ID. However, if you are already registered with KFin Technologies Private Limited for e-voting, you can use your existing User ID and password for casting your votes.
c) After entering the details appropriately, click on LOGIN.
d) You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
e) You need to login again with the new credentials.
f) On successful login, the system will prompt you to select the EVENT.
g) On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/ dissenting to the resolution, enter all shares and click ‘FOR’/ ‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’ and the shares held will not be counted under either head.
h) Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account.
i) Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

General Guidelines for Members:

Institutional members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signatures of the duly authorised signatory(ies) who are authorised to vote on their behalf. The documents should be emailed to [email protected] with the subject line “Premier Energies Limited Postal Ballot 2025”.
In case of any query and/ or assistance required, Members may refer to the Help & Frequently Asked Questions (“FAQs”) available at the download section of https://evoting.kfintech.com or contact Mr. S.V. Raju, Deputy Vice President – Corporate Registry, KFin at the email ID [email protected] or on phone No.: 040-6716 1500 or call KFin’s toll free No.: 1800 309 4001 for any further clarifications/ technical assistance that may be required.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, SECRETARIAL STANDARD – 2 ON GENERAL MEETINGS AND REGULATION 36 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No.1

Pursuant to the recommendation of Nomination and Remuneration Committee at its held on 13th December, 2024 and the Board of Directors of the Company, at its meeting held on 3rd February, 2025, the company has 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, on the terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee of the Board.

Broad particulars of the terms of re-appointment of and remuneration payable to Smt. Revathi Rohini Buragadda are as under:

a. Salary, Perquisites and Allowance per annum:

Salary, Perquisites and Allowances shall be of Rs. 50.17 Lakhs per annum. Annual increments shall be as determined by the NRC Committee .

A lumpsum payment of Rs. 1716000/- as one-time bonus shall be paid for rewarding her valuable services.

b. Contribution to provident fund, superannuation or annuity fund, gratuity, etc.

d. The Company’s contribution provident fund, gratuity payable and encashment of leave, as per the rules of the Company, shall be in addition to the remuneration.

c Incentive/ESOP etc:

The perquisite value of Employees Stock Options that may be granted to Smt. Revathi Rohini Buragadda, shall be in addition to the remuneration.

d. Reimbursement of Expenses:

Expenses incurred for travelling, boarding and lodging including for Smt. Revathi Rohini Buragadda and attendant(s) during business trips and provision of car(s) for use on Company’s business and communication expenses at residence shall be reimbursed at actuals and not considered as perquisites.

The following additional detailed information Pursuant to the provisions of Section II of Part II of Schedule V of the Companies Act, 2013.

Sr.No.	Particulars	Details
I	General information:
1	Nature of industry	The company is a Listed Public limited company incorporated under the Companies Act, 1956, having its registered office at Plot No. 8/B/1 and 8/B/2, E-City, Maheshwaram Mandal Raviryala Village, Ranga Reddy Maheshwaram, Mankhal Rangareddy K.V.Rangareddy TG 501359 IN. The company is engaged in manufacturing of cells, modules, IPP, EPC Services and manufacture of solar products.
2	Date or expected date of commencement of commercial production	The company was incorporated on 03rd April, 1995. The commercial operations of the company have commenced from the year in 1995.

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Sr.No.	Particulars	Details
3	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not Applicable
4	Financial performance based on given indicators	For the year ended FY 2023-24: Total Income – INR 10,747.93 Million PBT – INR 91.62 Million PAT – INR 70.08 Million Total Assets–INR 8,405.61 Million Total current liabilities–INR 3337.86 Million
5	Foreign investments or collaborations, if any.	No foreign investments or collaborations were made by the Company
II	Information about the appoint	ee:
1	Background details	Mrs. Revathi Rohini B is an Agricultural Sciences graduate with 30 years of experience in Government Services and over 5 years with the company.
2	Past remuneration	Monthly remuneration of Rs. 2,75,000 and such other terms and conditions as set out in the letter of appointment.
3	Recognition or awards	-
4.	Job profile and his suitability	After serving the Government of Telangana for over 30 years, Revathi Rohini B retired as an Additional Commissioner of Commercial Taxes. As an Agricultural Sciences graduate, she brought rich, on-ground expertise in indirect taxation and government regulatory affairs. A trailblazer and an expert in legal and commercial taxes, she now leads all financial and government-related matters of the organization Further, on consideration of the Consolidated Financials of the Company and taking note of the production projects undertaken by Premier Energies Photovoltaic Private Limited and its revenue contribution and the assistance of the Director in the Premier Group Companies justifies the payment of remuneration to the Director

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Sr.No.	Particulars	Details
5.	Remuneration proposed	Due to immense efforts of Ms. Revathi Rohini Buragadda the company have timely secured necessary approval and licenses from government authorities achieved an increase in the turnover and profitability the company and its subsidiaries. Your directors believe that her supoort and guidance would lead the company to be a force to reckon with in the industry. The remuneration proposed is in line with the industry norms. Salary, Perquisites and Allowances shall be of Rs 50.17 Lakhs per annum.
6.	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)	Considering the general industry and the specific company profile, the proposed remuneration to the appointees is in line with the remuneration comparable to the size of the company and also that of the industry and of the position.
7.	Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel [or other director], if any.	Mrs. Revathi Rohini Buragadda has no pecuniary relationship directly or indirectly with the company except to the extent of her remuneration and shareholding in the company.
III	Other information
1.	Reasons of loss or inadequate profits	The Company’s standalone financials are inadequate for payment of proposed remuneration due to execution of substantial business through subsidiaries. However, when we look into the consolidated financials, the profits earned are adequate for payment of the proposed remuneration considering the amount of work and efforts done by Ms. Revathi Rohini Buragadda for the Company as well as its subsidiaries the increase in remuneration is justified.
2.	Steps taken or proposed to be taken for improvement	The company and its subsidiaries are actively working on capacity expansion of solar modules and solar cells. The company is also working for improving the efficiency and the overall growth in volumes and profitability. The Company is making all possible efforts to improve its margins.
3.	Expected increase in productivity and profits in measurable terms	Considering the prevalent volatile conditions in solar industry as a whole, the turnover and profitability are not precisely predictable. However, based on the current business expansion plans, demand for Solar cells and modules, government targets and various initiatives in renewable sector, the Company believes that it would be able to sustain the volatile market conditions and emerge successfully in terms of good turnover and profits in the days to come.

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In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013 read with Schedule V to the act, the terms of appointment and remuneration as set out in item No.1 are now being placed before the members for their approval by way of Special Resolution.

Brief Profile of Smt. Revathi Rohini Buragada is attached after explanatory statement of this Notice.

None of the Directors, Key Managerial Personnel or their relatives, other than Smt. Revathi Rohini Buragada

is concerned or interested in the resolution relating to appointment of Smt. Revathi Rohini Buragada.

Item No.2

Mr. Sudhir Moola serves as the Chief Strategy Officer of Premier Energies Limited. He has been a valuable member of the organization since 2011. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, during its meeting held on 3rd February 2025, has appointed Mr. Sudhir Moola (DIN: 02185023) as a Whole-time Director, designated as an Executive Director of Premier Energies Limited, subject to approval by the members.

The key terms of his appointment and the remuneration payable to him are outlined as follows:

(a) Salary, Perquisites and Allowance per annum:

Salary, Perquisites and Allowances shall of Rs 80.48 Lacs per annum.

A lumpsum payment of Rs. 963691/- as one-time bonus shall be paid for rewarding his valuable services.

Annual increments shall be as determined by the NRC Committee .

(b) Contribution to provident fund, superannuation or annuity fund, gratuity, etc.

The Company’s contribution provident fund, gratuity payable and encashment of leave, as per the rules of the Company, shall be in addition to the remuneration.

(c) Incentive/ESOP etc:

The perquisite value of Employees Stock Options that may be granted to Shri. Sudhir Moola, shall be in addition to the remuneration.

(d) Reimbursement of Expenses:

Expenses incurred for travelling, boarding and lodging including for Shri. Sudhir Moola and attendant(s) during business trips and provision of car(s) for use on Company’s business and communication expenses at residence shall be reimbursed at actuals and not considered as perquisites.

In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013 read with Schedule V to the act, the terms of appointment and remuneration as set out in item No.2 are now being placed before the members for their approval by way of Special Resolution.

Brief Profile of Shri. Sudhir Moola is attached after explanatory statement of this Notice.

None of the Directors, Key Managerial Personnel or their relatives, other than Shri. Sudhir Moola

is concerned or interested in the resolution relating to appointment of Shri. Sudhir Moola.

The following additional detailed information Pursuant to the provisions of Section II of Part II of Schedule V of the Companies Act, 2013.

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Sr.No.	Particulars Details	Particulars Details
I	General information:
1.	Nature of industry	The company is a Listed Public limited company incorporated under the Companies Act, 1956, having its registered office at Plot No. 8/B/1 and 8/B/2, E-City, Maheshwaram Mandal Raviryala Village, Ranga Reddy Maheshwaram, Mankhal Rangareddy K.V.Rangareddy TG 501359 IN. The company is engaged in manufacturing of cells, modules, IPP, EPC Services and manufacture of solar products.
2.	Date or expected date of commencement of commercial production	The company was incorporated on 03rd April, 1995. The commercial operations of the company have commenced from the year in 1995.
3.	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not Applicable
4.	Financial performance based on given indicators	For the year ended FY 2023-24: Total Income – INR 10,747.93 Million PBT – INR 91.62 Million PAT – INR 70.08 Million Total Assets–INR 8,405.61 Million Total current liabilities–INR 3337.86 Million
5.	Foreign investments or collaborations, if any.	No foreign investments or collaborations were made by the Company
II	Information about the appointee:
1.	Background details	Sudhir Moola holds a bachelor’s degree in technology (electronics and communication engineering) from Jawaharlal Nehru Technological University, Hyderabad, a masters degree in science (electrical engineering) from Colorado State University, USA and has completed the post graduate programme in management from the Indian School of Business, Hyderabad.
2.	Past remuneration	-Shri. Sudhir Moola was drawing same remuneration from Premier Solar Powertech Private Limited a wholly owned subsidiary of the Company.

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Sr.No.	Particulars	Details
3.	Recognition or awards	-
4.	Job profile and his suitability	Sudhir Moola is the Chief Strategy Officer of the company. He has been associated with our Subsidiary, Premier Solar Powertech Private Limited since 2011. He is responsible for strategic and capital expansion plans across the Company and the Subsidiaries. He holds a bachelor’s degree in technology (electronics and communication engineering) from Jawaharlal Nehru Technological University, Hyderabad, a master’s degree in science (electrical engineering) from Colorado State University, USA and has completed the post graduate programme in management from the Indian School of Business, Hyderabad. Prior to joining Premier Solar Powertech Private Limited, he was associated with Price Waterhouse Coopers, USA.
5.	Remuneration proposed	Due to the immense efforts of Shri. Sudhir Moola the company have consistently achieved capacity expansion and sustainability of the company and its subsidiaries. Your directors believe that their leadership and guidance would lead the company to be a force to reckon with in the industry. The remuneration proposed is in line with the industry norms. Salary, Perquisites and Allowances shall be of Rs 80.48 Lakhs per annum.
6.	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)	Considering the general industry and the specific company profile, the proposed remuneration to the appointees is in line with the remuneration comparable to the size of the company and also that of the industry and of the position.
7.	Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel [or other director], if any.	Shri. Sudhir Moola has no pecuniary relationship directly or indirectly with the company except to the extent of his remuneration and shareholding in the company.
III	Other information
1.	Reasons for loss or inadequate profits	The Company’s standalone financials are inadequate for payment of proposed remuneration due to execution of substantial business through subsidiaries. However, when we look into the consolidated financials, the profits earned are adequate for payment of the proposed remuneration considering the amount of work and efforts done by Shri Sudhir Moola for the Company as well as its subsidiaries the increase in remuneration is justified.

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Sr.No.	Particulars	Details
2.	Steps taken or proposed to be taken for improvement	The company and its subsidiaries are actively working on capacity expansion of solar modules and solar cells. The company is also working to improve the efficiency and the overall growth in volumes and profitability. The Company is making all possible efforts to improve its margins.
3.	Expected increase in productivity and profits in measurable terms	Considering the prevalent volatile conditions in solar industry as a whole, the turnover and profitability are not precisely predictable. However, based on the current business expansion plans, demand for Solar cells and modules, government targets and various initiatives in renewable sector, the Company believes that it would be able to sustain the volatile market conditions and emerge successfully in terms of good turnover and profits in the days to come.

Item No.3

Mr. Uday Pilani Sudhir was appointed as an Independent Director on the Board for an initial term of five consecutive years, starting from March 18, 2020, and concluding on March 17, 2025.

Mr. Uday Pilani Sudhir is proposed to be re-appointed as an Independent Director for a second term of five consecutive years, from March 18, 2025, to March 17, 2030 (both days inclusive), subject to approval by the Members of the Company through this postal ballot.

Following the performance evaluation of Mr. Uday Pilani Sudhir and considering the significant contributions he has made during his tenure as an Independent Director, as well as the belief that his continued association would be beneficial to the Company, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC), has recommended his re-appointment as a Non-Executive Independent Director for a second term of five years, from March 18, 2025, to March 17, 2030, subject to approval by the Members.

The profile and specific areas of expertise of Mr. Uday Pilani Sudhir are provided in the Annexure to this Notice.

Mr. Uday Pilani Sudhir has given a declaration to the Board stating that he continues to meet the criteria of independence as outlined under Section 149(6) of the Companies Act, 2013 (‘the Act’) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). He also affirmed that he is not restrained from acting as a Director by any order passed by the Securities and Exchange Board of India (SEBI) or any other such authority and is eligible to be appointed as a Director under Section 164 of the Act. Furthermore, he has given his consent for the re-appointment.

In the opinion of the Board, Mr. Uday Pilani Sudhir is a person of integrity, possesses the relevant expertise and experience, and meets the conditions specified in the Act and the Listing Regulations for appointment as an Independent Director. He is independent of the management. In accordance with Regulation 25(8) of the Listing Regulations, Mr. Uday Pilani Sudhir has confirmed that he is not aware of any circumstance or situation that could impair or impact his ability to discharge his duties. Additionally, a declaration has been received from him confirming that he has not been debarred from holding the office of Director by any order of SEBI or any other authority.

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He shall be paid remuneration by way of fee for attending meetings the Board or Committees thereof or for any other meetings may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings in the same manner with other independent Directors.

Mr. Uday Pilani Sudhir has also confirmed compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Given his experience, the Board deems it desirable and in the best interest of the Company to continue Mr. Uday Pilani Sudhir's tenure on the Board and, accordingly, recommends the re-appointment of Mr. Uday Pilani Sudhir as an Independent Director for a second term of five years, as proposed in Resolution No. 3, for approval by the Members as a Special Resolution.

Except for Mr. Uday Pilani Sudhir, no other Directors, Key Managerial Personnel, or their respective relatives have any direct or indirect interest, financially or otherwise, in the resolution.

Disclosures required under Regulation 36 of the Listing Regulations and Secretarial Standard - 2 on General Meetings, issued by the Institute of Company Secretaries of India, are annexed to this Notice.

Item No.4

The Board of Directors and the Shareholders of the Company in their meetings held on 4th September, 2021 and 09th September, 2021 respectively, approved and adopted Premier Energies Limited Employee Stock Option Scheme 2021 (hereinafter referred to as the “PEL ESOP 2021”) with an objective to reward eligible employees by way of granting options, which when exercisable results in equivalent equity shares of the Company, with a view to reward their association and loyalty which has resulted in corporate growth and value creation over a long period of time.

The Scheme is instrumental in making such eligible employees as co-owners with appropriate vesting period, which would motivate them for ensuring higher corporate growth and creation of value for all stakeholders.

The PEL ESOP 2021 has been earlier amended pursuant to resolutions passed by our Board of Directors in its meeting held on 15th April, 2024 and our Shareholders at their meeting held on 18th April, 2024 and is in compliance with the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

The equity shares of the Company have been listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) (NSE and BSE together called Stock Exchanges) on 3rd September, 2024 pursuant to the Initial Public Offer of equity shares of the Company.

Pursuant to Regulation 12 of Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:

No company shall make any fresh grant which involves allotment or transfer of shares to its employees under any scheme formulated prior to its IPO and prior to the listing of its equity shares ('pre-IPO scheme’) unless:

(i) Such pre-IPO scheme is in conformity with these regulations; and

(ii) Such pre-IPO scheme is ratified by its shareholders subsequent to the IPO:

Provided that the ratification under clause (ii) may be done any time prior to grant of new options or shares or SAR under such pre-IPO scheme.

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Accordingly, the Pre-IPO Scheme (ESOP schemes implemented before listing of equity shares on stock exchanges) are to be ratified by the shareholders of the Company after the listing of equity shares for making any fresh grants of ESOPs under this Scheme.

Based on the recommendation of the Nomination and Remuneration Committee dated 3rd February 2025 and the approval of the Board on 3rd February 2025 approval of the shareholders is sought to ratify the Scheme.

The Company has not granted any fresh grant of options to employees after the date of public issue of the Company.

Each option granted under PEL ESOP 2021 is convertible into one equity share.

The ratification of the Scheme is to comply with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and further be eligible to grant of options and new issue of shares under the Scheme.

The Company is in the process of obtaining the in-principle approval from the stock exchanges as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Rationale for the ratification of the PEL ESOP 2021:

(a) To comply with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(b) To further be eligible to grant of options and new issue of shares under the Scheme

Details of the employees who are beneficiaries of such amendment:

a) All eligible employees to whom the Options have been granted under the PEL ESOP 2021.

Particulars as required under Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and disclosures required under SBES Regulations (as amended from time to time) and the circulars / guidelines issued by the Securities and Exchange Board of India (“SEBI”), are given below:

Sr.No.	Particulars	Premier Energies Limited Employee Stock Option Scheme 2021” (“Scheme”) (as amended from time to time)
1.	Brief description of the Scheme	The Scheme seeks to reward eligible employees by way of granting options, which when exercisable results in equivalent equity shares of the Company, with a view to reward their association and loyalty which has resulted in corporate growth and value creation over a long period of time. The Scheme is instrumental in making such eligible employees as co-owners with appropriate vesting period, which would motivate them for ensuring higher corporate growth and creation of value for all stakeholders. The Nomination and Remuneration Committee (“Committee”) shall supervise and undertake the general administration of the Scheme. All questions of interpretation of the Scheme shall be determined by the Committee and such determination shall be final and binding upon all persons.

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Sr.No.	Particulars	Premier Energies Limited Employee Stock Option Scheme 2021” (“Scheme”) (as amended from time to time)
2.	Total number of options to be granted under the scheme	The total number of options approved in the PEL ESOP 2021 (ESOP Pool) is 1,39,48,000 options. 10635019 options have already been granted by the Committee. The remaining Options shall be granted in future as may be decided by the Committee
3.	Identification of classes of employees entitled to participate and be beneficiaries in the scheme(s);	(i) an employee as designated by the company, who is exclusively working in India or outside India; or (ii) a Director of the Company, whether a whole-time Director or not, including a Non-Executive Director who is not a Promoter or member of the Promoter Group, but excluding an Independent Director; or (iii) an employee as defined in sub-clauses (i) or (ii), of any of its subsidiaries or its associate company in India or outside India, or of a holding company of the company, but does not include— • an employee who is a promoter or a person belonging to the promoter group; or • a Director who, either himself or through his relative or through anybody corporate, directly or indirectly, holds more than ten per cent of the outstanding equity shares of the Company
4.	Requirements of vesting and period of vesting	Vesting of the Options granted under the PEL ESOP 2021 shall be at least one year from the date of Grant and could be different for different Employees. The vesting period and schedule shall be provided in the Award Agreement with each Employee. Upon completion of the vesting period and subject to the achievement of any performance conditions as may have been determined by the Committee, the Grantee shall have the right to Exercise his/her Vested Options
5.	Maximum period within which the options shall be vested	The Committee shall have the discretion to decide upon the Vesting Period, number of options vesting during Vesting Period, Vesting Conditions and the Proportion between the time-based vesting and performance-based vesting of the Options in respect of any Grantee in accordance with the Companies Act and SBES Regulations
6.	Exercise price or the pricing formula	The exercise price shall be determined by the Committee which shall be atleast equal to the face value of shares

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Sr.No.	Particulars	Premier Energies Limited Employee Stock Option Scheme 2021” (“Scheme”) (as amended from time to time)
7.	Exercise period/offer period and the process of exercise/acceptance of offer;	The process of exercise/acceptance of the offer is detailed in the Scheme.
8.	The appraisal process for determining the eligibility of employees for the Scheme	The Committee shall determine the eligibility criteria of employees for allotment of Options under this Scheme.
9.	Maximum number of options, SARs, shares, as the case may be, to be offered and issued per employee and in aggregate, if any;	The maximum quantum of Option per employee as per the Scheme is 1% of the total issued capital of the Company (excluding conversion and warrants). If the maximum quantum of Option to any employee exceeds 1% of the total issued capital of the Company (excluding conversion and warrants) during any year, then the grant to such employee shall be subject to the SEBI SBES Regulations and the approval of the Shareholders of the Company.
10.	Maximum quantum of benefits to be provided per employee under a scheme(s)	No. of Options are capped at 1% of issued capital (excluding conversion and warrants) as per the Scheme. The Company shall obtain the approval of shareholders for the Committee to be eligible to grant options in excess of 1% of total issued capital (excluding conversion and warrants) as and when it deems fit. The quantum of benefit shall change from time to time based on the fair market value of the equity shares.
11.	Whether the ESOP scheme is to be implemented and administered directly by the company or through a trust	The Scheme is implemented and administered through PEL ESOP Trust (“Trust”)
12.	Whether ESOP Scheme involves new issue of shares by the company or secondary acquisition by the trust or both	The Trust shall acquire Shares by way of fresh allotment from the Company or secondary sale from its existing shareholders
13.	The amount of loan to be provided for implementation of ESOP Scheme by the company to the trust, its tenure, utilization, repayment terms, etc	The amount of loan to be provided for implementation of the Scheme by the Company to the Trust Shall not exceed 5% of the paid up equity capital and free reserves as provided in companies Act, 2013. The tenure of such loan shall be the point where the objects of the Trust are accomplished or the repayment of loan is made, whichever is earlier. The utilization of such loan shall be for the objects of the Trust as mentioned in trust deed. The Trust shall repay the loan to the Company by utilising the proceeds realised from exercise of Options by the Grantees and the accruals of the Trust at the time of termination of the Scheme

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Sr.No.	Particulars	Premier Energies Limited Employee Stock Option Scheme 2021” (“Scheme”) (as amended from time to time)
14.	Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of ESOP Scheme	As per SEBI SBES Regulations
15.	A statement to the effect that the company shall conform to the accounting policies specified in Regulation 15	Company shall conform to the accounting policies specified in Regulation 15 of Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
16.	The method which the company shall use to value its options	Black Scholes method
17.	Period of Lock in	There is no lock in period as per the Scheme
18.	Terms & conditions for buyback, if any, of specified securities covered under these regulations	Employees can approach the Trust to surrender his/her shares and take the amount equivalent to the value of shares as on the date of surrender. However in all cases, first right to refuse the surrender of shares, rests with the Trust / Committee, as the case may be. The Buyback/ Surrender price of the shares shall be the Fair Value of the shares determined by registered valuer or merchant banker as the case may be.
19.	The method which the Company shall use to value its options	Same as S no. 16
20.	The condition under which option vested in employees may lapse e.g in case of termination of employment for misconduct	Exercise of Options in the case of separation of an Grantee from the Company: i. In the event of separation of a Grantee from the Company to reasons of permanent incapacity of the Grantee, all the Options granted to the Grantee shall vest immediately. The Grantee may Exercise the Options so vested immediately after the date of permanent disability but in no event later than one year from the date of permanent incapacity or such extended time provided by the Committee ii. In the event of death of an Grantee while being in employment of the Company, the Options granted both vested and unvested may be exercised by the Grantee 's legal heirs or nominee immediately after but in no event later than one year from the date of Grantee 's death or such extended time provided by the Committee

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Sr.No.	Particulars	Premier Energies Limited Employee Stock Option Scheme 2021” (“Scheme”) (as amended from time to time)
		iii. In the event of resignation from employment for reasons of normal retirement or superannuation specifically by the Company, the Unvested Options shall vest according to the Vesting conditions and the vested Options may be exercised by the Option Grantee not later than one year from the date of the vesting of last tranche of Options. iv. In the event of resignation of the Grantee, all Options, which are unvested on the date of submission of resignation, shall stand terminated with effect from that date. However, Options which have already been vested as on that date shall be exercised by the Grantee prior to expiry of Exercise Period or within 60 days of date of termination, whichever is earlier v. The period of leave shall not be included in determining the Vesting Period in the event an Employee is on a sabbatical. In all other conditions, including earned leave, maternity leave and sick leave, the period of leave shall be included to calculate the Vesting Period vi. If an Employee’s employment with the Company terminates for Cause, then the Options, to the extent not previously exercised, will lapse on the date of such termination of employment.
21.	The specified time period within which the employee shall exercise the vested options in the event of a proposed termination of employment or resignation of employees	Options which have already been vested as on that date shall be exercised by the Grantee prior to expiry of Exercise Period or within 60 days of date of termination, whichever is earlier

Save and except the above, none of the Directors/ Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

The Directors (other than the Independent Directors) and other Key Managerial Personnel of the Company are deemed to be concerned or interested, to the extent of Options to be granted pursuant to the PEL ESOP 2021 and to the extent of their shareholding in the Company, if any.

The Board recommends the resolutions set out at Item No. 4 of the Notice for your approval as a Special Resolution.

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Items No 5, 6 and 7

The Board of Directors of the Company at its meetings held on 03rd February 2025, based on the recommendations of the Nomination and Remuneration Committee had approved the PEL ESOP 2025, subject to the approval of the members. The Scheme has been formulated in accordance with the Companies Act, 2013 (“the Act”) read with the Companies (Shares and Debentures) Rules, 2014 (“Companies Rules”) and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBES Regulations”)

The salient features, relevant disclosures and details of the Scheme are as follows:

a. Brief Description of the Scheme

The principal objectives of this Scheme are:
(i) To promote the long-term financial interest in the Company by offering Eligible Employees an opportunity to participate in the share capital of the Company.
(ii) To attract and retain high-quality human talent by providing them incentives and reward opportunities.
(iii) To motivate talented and critical Employees and create a sense of ownership among the Employees of the Company.
(iv) To improve the Employee performance with ownership interests and provide them with wealth creation opportunity whilst in employment with the Company.
(v) To achieve sustained growth by aligning Employee interest with long term interests of the Company.

PEL ESOP 2025 has been formulated by the Company and to be administered by Nomination & Remuneration Committee constituted under Section 178 of the Act and implemented through the PEL ESOP Trust (“Trust”) in accordance with the requirements of SEBI SBES Regulations and other applicable laws. The Scheme has been approved by the Board of Directors at their meeting held on 03rd February 2025, subject to the approval of the members.

b. The total number of options to be granted

The total number of Options that may, in the aggregate, be issued would be such number of Options which shall entitle the Option holders to acquire from the Trust in one or more tranches upto 90,15,487 (Ninety Lakhs Fifteen Thousand Four Hundred and Eighty Seven) equity shares of Rs 1/- each (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganisation of the capital structure of the Company as may be applicable from time to time).

The maximum number of Shares that may be issued by the Company or subscribed, purchased or accepted by the Trust either from the Company or secondary market or shareholders of the Company from time to time in one or more tranches, for the purpose of grant of Options to the eligible employees for the benefit of the Employees shall not exceed 90,15,487 (Ninety Lakhs Fifteen Thousand Four Hundred and Eighty Seven) fully paid-up equity shares of face value of Rs 1/- each (Rupees One Only).

SEBI SBES Regulations require that in case of any corporate action(s) such as rights issues, bonus issues, merger, demerger and sale of division Share split, consolidation, rights and others, a fair and reasonable adjustment needs to be made to the Options granted. Accordingly, if any additional equity shares are issued by the Company to the Option grantees for making such fair and reasonable adjustment, the above ceiling shares shall be deemed to be increased to the extent of such additional equity shares issued.

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An Employee may surrender his/her vested /unvested options at any time during / post his employment with the Company. Any employee willing to surrender his/her Options shall communicate the same to the Board or the Nomination & Remuneration Committee in writing.

Vested Options lapsed due to non-exercise, surrender and/or unvested Options that gets cancelled due to resignation or any other separation conditions of Option grantees, surrendered or otherwise, would be available for being re-granted at a future date. The Board is authorized to re-grant such lapsed / cancelled / surrendered options as per the provisions of PEL ESOP Scheme 2025.

c. Identification of classes of employees entitled to participate and be beneficiaries in the PEL ESOP 2025

Following class / classes of employees are entitled to participate in PEL ESOP 2025:

(i) an employee as designated by the company, who is exclusively working in India or outside India; or
(ii) a Director of the Company, whether a whole-time Director or not, including a Non-Executive Director who is not a Promoter or member of the Promoter Group, but excluding an Independent Director; or
(iii) an employee as defined in sub-clauses (i) or (ii), of any of its subsidiaries or its associate company in India or outside India, or of a holding company of the company, but does not include—
an employee who is a promoter or a person belonging to the promoter group; or
a Director who, either himself or through his relative or through anybody corporate, directly or indirectly, holds more than ten per cent of the outstanding equity shares of the Company.

The class of Employees eligible for participating in the PEL ESOP 2025 scheme shall be determined on the basis of the grade, length of service, performance record, merit of the Employee, future potential contribution by the Employee, role assigned to the Employee and such other parameters as may be decided by the Nomination and Remuneration Committee in its sole discretion from time to time.

d. Lock-in period, if any

Post the Options are converted into Shares, the Shares shall not be subject to any lock in period restriction after such issue except as required under the Applicable Laws including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, or code of conduct framed, if any, by the Company after Listing under the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulations, 2015.

e. Requirements of vesting and period of vesting

The minimum Vesting period of an Option shall not be less than a period of 12 months from the Date of Grant of the Option or such other period as may be provided in the Act and SEBI SBES Regulations.

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The Options shall vest over a 5-year period from the Date of Grant. The following vesting period would be followed by the company.

Vesting Period	Maximum % of options vested
End of Year 1	20%
End of Year 2	20%
End of Year 3	20%
End of Year 4	20%
End of Year 5	20%

The above Options shall be subject to satisfactory performance of the Option Grantee every year as determined by the Nomination and Remuneration Committee in its sole discretion. These conditions shall be determined by the Nomination and Remuneration Committee at the time of Grant.

f. Maximum period within which the options shall be vested

The maximum vesting period may extend up to 5 (Five) years from the date of respective grant of Options, unless otherwise decided by the Nomination & Remuneration Committee.

g. Exercise price or pricing formula

Exercise Price shall be (i) INR 900 (Rupees Nine Hundred only), payable by the Option Grantee for the Options granted to him under this Scheme and (ii) shall include any revisions to the Exercise Price referred in sub-clause (i), as may be decided by the Board or Nomination and Remuneration Committee as is allowed under the Companies Act and SEBI SBES Regulations, from time to time, which in any case will not be lower than the face value of the equity shares of the Company, and as may be specified in the Grant Letter to the Option Grantee and shall be in compliance with the accounting policies as specified in the SEBI Regulations.

h. Exercise period and process of exercise

In case of employees in service, the exercise period shall not be more than 5 (Five) years from the date of vesting of last tranche of Options granted to such Option Grantee.

In case of retirement of employee under a voluntary retirement scheme or upon attaining superannuation age, the vested options can be exercised within the prescribed exercise period (as above).

In case of death or permanent disability of an employee, all unvested options shall vest immediately. Such vested options shall be exercisable by legal heirs (in case of death) and by the employee (in case of permanent disability) within a period of 1 year from such vesting date or such other higher period as specified by the Board and/ or Nomination and Remuneration Committee.

In case of termination of employment (other than for cause or abandonment) or resignation of the employee, the vested stock options shall be exercised immediately after resignation or termination but in no event, later than the 60 (sixty) days from the date of separation from the Company or other period as decided by the Nomination and Remuneration Committee.

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Appraisal process for determining the eligibility of Employees to the PEL ESOP 2025

The appraisal process for determining the eligibility of the Employee will be specified by the Nomination & Remuneration Committee and will be based on criteria such as the grade of Employee, length of service, performance record, merit of the Employee, future potential contribution by the Employee and/or by any such criteria that may be determined by the Nomination & Remuneration Committee.

i. Maximum number of Options to be issued per Employee and in the aggregate

The maximum number of Option per Option Grantee shall not exceed 1% of the total issued capital of the Company (excluding conversion and warrants). If the maximum quantum of Option to any Option Grantee exceeds 1% of the total issued capital of the Company (excluding conversion and warrants) during any year, then the Grant to such Option Grantee shall be subject to the SEBI SBES Regulations and the approval of the members of the Company.

j. Maximum quantum of benefits to be provided per Employee under the PEL ESOP 2025

Apart from granting the Options as mentioned above, no other monetary benefits are contemplated under the PEL ESOP 2025 for Employees.

k. Certificate from Secretarial Auditors

The Board of Directors shall at each AGM place before the members a certificate from the Secretarial Auditors of the Company that the PEL ESOP 2025 has been implemented in accordance with the prescribed regulations and in accordance with the resolution passed by the Company.

l. Whether the PEL ESOP 2025 is to be implemented and administered directly by the Company or through a Trust

The PEL ESOP 2025 will be administered by the Company and implemented through an PEL ESOP Trust (“Trust”), in compliance with the Act, SEBI SBES Regulations and other applicable laws as prevailing and in force from time to time and under the guidance of the Nomination & Remuneration Committee.

The Nomination & Remuneration Committee/ Trustees of the Trust (in consultation with the Nomination & Remuneration Committee), as the case may be, shall in exercise of the powers conferred on them, solely and exclusively administer, manage and operate the Scheme. The Committee is constituted for administration and superintendence of PEL ESOP 2025 and to formulate detailed terms and conditions of the PEL ESOP 2025. All the rights, powers, duties, or liabilities of the Board, to the extent delegated, shall be discharged by the Committee.

m. Whether PEL ESOP 2025 involves new issue of shares by the Company or secondary acquisition by the Trust

The PEL ESOP 2025 will involve subscription, purchase or acceptance of equity shares by the Trust either from the Company or secondary market or by way of both from time to time, in one or more tranches, for the purpose of grant of Options to the eligible Employees for the benefit of the Employees not exceeding 90,15,487 (Ninety Lakhs Fifteen Thousand Four Hundred and Eighty Seven) fully paid-up equity shares of face value of �1/- each (Rupees One Only). Hence, PEL ESOP 2025 contemplates fresh issuance of equity shares by the Company to the Trust or acquiring equity shares through secondary acquisition by the Trust or by way of both in accordance with the provisions of the applicable laws.

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n. The amount of loan to be provided for implementation of the PEL ESOP 2025 by the Company to the Trust, its tenure, utilization, repayment terms, etc.

The Company may provide interest free loan and/or provide guarantee or security in connection with a loan granted or to be granted to the Trust, on such terms and conditions as may be deemed fit by the Board for implementation of PEL ESOP 2025. The Board or the Nomination & Remuneration Committee shall decide

on the amount, tenure, utilization, repayment and other terms of loan to be provided to the Trust for implementation of the Scheme. However, this proposed amount of loan shall be within the statutory limit as prescribed under the Act read with Companies Rules and SEBI SBES Regulations.

o. Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the PEL ESOP 2025

ESOP Trust can make acquisition of maximum of 5% of the total outstanding equity shares of the Company as at 31st March, 2025, from the secondary market for the purpose of implementation of the PEL ESOP 2025, subject to the overall limits specified in the SEBI SBES Regulations. However, equity shares that can be acquired through secondary acquisition in any financial year by the Trust shall not exceed 2% of the paid-up equity share capital as at the end of the previous financial year, or such other limits as may be prescribed under the SEBI SBES Regulations from time to time.

p. Method of valuation of Options

The Company shall use the fair value method for valuation of the Stock Options granted, to calculate the employee compensation cost.

q. Disclosure and accounting policies

The Company shall disclose details of grant, vest, exercise and lapse of the employees stock Options in the Directors’ Report or in an annexure thereof as prescribed under the Act, the Companies Rules, SEBI SBES Regulations or any other applicable laws as may be applicable from time to time. Further, the Company shall follow the laws/regulations applicable to accounting and disclosure related to employees stock options and the Guidance Notes on accounting for Employee Share-based Payments and/ or any relevant Accounting Standards as may be prescribed by the regulatory authorities from time to time, including the disclosure requirements prescribed therein. Further, the Company shall conform to the accounting policies specified in Regulations 15 of the SEBI SBES Regulations.

r. Transferability of Employees Stock Options

No person other than such Optionee shall be entitled to the benefit arising out of such Options. The Options granted under this Scheme are not eligible to be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of succession or distribution and may be Exercised, during the lifetime of the Optionee, only by the Optionee.

s. Terms & conditions for buyback, if any, of specified securities covered under the SEBI SBES Regulations

The Board in accordance with applicable laws shall lay down the procedure for buy-back of specified securities issued under SEBI SBES Regulations, 2021, if to be undertaken at any time by the Company and the applicable terms and conditions, including (i) permissible sources of financing for buy-back (ii) any minimum financial thresholds to be maintained by the company as per its last financial statements; and (iii) limits upon quantum of specified securities that the company may buy-back in financial year.

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t. Rights of the Option holder

The Employee shall not have a right to receive any dividend or to vote or in any manner or enjoy the benefits of a Shareholder in respect of Employees Stock Options granted until the equity shares underlying such Employees Stock Options are allotted by the Company or transferred by the Trust, on exercise of such Employees Stock Option. Further the Trustees of the Trust shall not have right to vote in respect of shares held by the Trust.

u. Consequence of failure to exercise Option

All unexercised Options shall lapse, if not exercised on or before the exercised period ends. The amount paid/payable by the Employee, if any, at the time of the Grant, Vesting or Exercise of the Options will be forfeited, if the Employee does not exercise the same within the Exercise Period.

v. The conditions under which options vested in employees may lapse, e.g., in case of termination of employment for misconduct

If the option grantee’s employment with the Company is terminated by the Company for Cause or abandons employment or his office for a continuous period of 30 days, then all Unvested Options and all Vested Options that have not been exercised, shall lapse immediately on the date of such termination or abandonment.

In the event of termination of employment (other than for a cause or abandonment as mentioned above), or resignation of the employee, stock options granted which are not vested on the option grantee on the date of termination of employment/resignation (as the case may be) will automatically lapse.

w. The specified time period within which the employee shall exercise the vested options in the event of a proposed termination of employment or resignation of employee:

Please refer to the details as provided in (h) above

x. Other terms

The Board or Nomination & Remuneration Committee shall have the absolute authority to vary, modify or alter the terms of the PEL ESOP 2025 in accordance with the Act read with Companies Rules and SEBI SBES Regulations or such other regulations that may be issued by any appropriate authority, from time to time, unless such variation, modification or alteration is detrimental to the interest of the Option grantees.

Regulation 6 of the SEBI SBES requires that every employee stock option scheme shall be approved by the members of the company by passing a special resolution in a general meeting. Accordingly, the Special Resolution set out at Item No 2 of this Notice is proposed for approval by members. Also, approval of members by way of a separate Special Resolution is required to be obtained by the Company, if the benefits of the PEL ESOP 2025 are to be extended to the employees of the subsidiary and associate Companies.

Accordingly, the special resolution set out at Item No. 5 to 7 of this Notice is proposed for approval by members.

The copies of the proposed PEL ESOP 2025 and other documents referred to in accompanying notice are open for inspection by the members at the Registered office of the Company on all working days between 11.00 A.M and 1.00 P.M and will also be available for electronic inspection by the members from the date of circulation of this Notice up to the date of this Postal Ballot. Members seeking to inspect such documents can send an e-mail to [email protected].

The directors, key managerial personnel of the Company or their relatives may be deemed to be concerned or interested in the resolution set out in item no. 5 to 7 the extent of stock options that may be granted to them and to the extent of their shareholding, if any in the Company.

The Board recommends the resolution set out in item no. 5 to 7 of this notice for approval of the members as special resolutions.

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Item No. 8

In order to execute the PEL ESOP 2021 and PEL ESOP 2025 through Trust Route the Company needs to make provision of funds to the PEL ESOP Trust (“Trust”) so as to enable it to subscribe to the equity shares of the Company or for secondary acquisition of equity shares through the recognized stock exchanges.

The Company proposes to give interest free loan and/or provide guarantee or security in connection with a loan granted or to be granted to the Trust, from time to time, in one or more tranches, for subscription of equity shares or for acquisition of equity shares for implementation of the PEL ESOP 2021 and PEL ESOP 2025, subject to the overall limits specified under the applicable laws. The money so provided to the Trust by the Company shall be repayable to the Company by the Trust in the manner as may be determined by the Board of Directors (including the Nomination & Remuneration Committee of the Company) upon the Trust recovering the exercise price from the Option holders pursuant to PEL ESOP 2021 and PEL ESOP 2025.

Further, the Board may decide on the amount, tenure, utilization, repayment and other terms of loan or guarantee to be provided in relation to the loan to the Trust for implementation of the Scheme.

In terms of Section 67 of the Act read with Rule 16 of the Companies Rules and other applicable provisions, if any, of the Act and the rules made thereunder, approval of the members is sought by way of special resolution for provision of money to the Trust for acquisition of equity shares of the Company for implementation of the PEL ESOP 2025.

The disclosure as required under Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 are as under:

a) The class of employees for whose benefit the scheme is being implemented and money is being provided for purchase of or subscription to shares:
Following class / classes of employees are entitled to participate in PEL ESOP 2021 and PEL ESOP 2025:
(i) an employee as designated by the Company, who is exclusively working in India or outside India; or
(ii) a Director of the Company, whether a whole-time Director or not, including a Non-Executive Director who is not a Promoter or member of the Promoter Group, but excluding an Independent Director; or
(iii) an employee as defined in sub-clauses (i) or (ii), of any of its subsidiaries or its associate company, in India or outside India, or of a holding company of the company, but does not include—
an employee who is a promoter or a person belonging to the promoter group; or
a Director who, either himself or through his relative or through anybody corporate, directly or indirectly,
holds more than ten per cent of the outstanding equity shares of the Company.

b) Particulars of the Trustee(s) in whose favor such shares are to be registered

It is contemplated that one or more of the designated Trustees shall acquire and hold the fully paid-up equity shares for and on behalf of the Trust in due compliance of the relevant provisions of the Act, SEBI SBES Regulations and other applicable provisions. Such equity shares held by the Trustees of the Trust will be registered in their name.

The Trust/ Trustees shall transfer the fully paid-up equity shares in favour of the Employees upon exercise of Options by them after realisation of exercise price and applicable income tax and in such case, equity shares will be registered in their respective names.

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Particulars of the Trustees appointed:

Sr No.	Name	Address	Occupation	Nationality
1	Mr. Balne Uppal Rushi	H.No 8-5-57, Street No 1, Mallikarjuna Colony, Old Bowenpally, Hyderabad – 500011	Deputy Manager, Human Resource	Indian
2	Ms. Sonika Seth	A-9, First Floor, Vikrampuri, Secunderabad – 500009	Deputy Manager, Business Development	Indian

c) The particulars of trust and name, address, occupation and nationality of trustees and their relationship with the Promoters, Directors or Key Managerial Personnel, if any:

Particulars of Trust

An Irrevocable Trust set up under the provisions of Indian Trust Act, 1882, in the name of PEL ESOP Trust having its principal office at Sy. No 54 part, First Floor, G. Pulla Reddy Sweets, Kakaguda, Vikrampuri Colony, Secunderabad – 500009 and governed by the trust deed dated 3rd September 2021

Particulars of the Trustees

Sr No.	Name	Address	Occupation	Nationality
1	Mr. Balne Uppal Rushi	H.No 8-5-57, Street No 1, Mallikarjuna Colony, Old Bowenpally, Hyderabad – 500011	Deputy Manager, Human Resource	Indian
2	Ms. Sonika Seth	A-9, First Floor, Vikrampuri, Secunderabad – 500009	Deputy Manager, Business Development	Indian

None of the trustee is related to the Promoters/ Directors/ Key Managerial Personnel of the Company. Subject to compliance with the provisions of applicable laws, the trustees may be changed at any time.

d) Any interest of Key Managerial Personnel, Directors or Promoters in such scheme or trust and effect thereof

The Key Managerial Personnel and Directors are interested in the PEL ESOP 2021 and PEL ESOP 2025 only to the extent of stock options that may be granted to them, if any under the Scheme.

e) The detailed particulars of benefits which will accrue to the employees from the implementation of the scheme

PEL ESOP 2021

The Scheme seeks to reward eligible employees by way of granting options, which when exercisable results in equivalent equity shares of the Company, with a view to reward their association and loyalty which has resulted in corporate growth and value creation over a long period of time.

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PEL ESOP 2025

The principal objectives of this Scheme are (i) to promote the long-term financial interest in the Company by offering Eligible Employees an opportunity to participate in the share capital of the Company (ii) To attract and retain high-quality human talent by providing them incentives and reward opportunities (iii)To motivate talented and critical Employees and create a sense of ownership among the Employees of the Company (iv) To improve the Employee performance with ownership interests and provide them with wealth creation opportunity whilst in employment with the Company (iv) To achieve sustained growth by aligning Employee interest with long term interests of the Company.

The amount of money provided to the Trust will be utilized by the Trust for acquisition of equity shares for implementation of the PEL ESOP 2021 and PEL ESOP 2025. Equity shares of the Company so acquired will be utilized for the purpose of allocating / transferring equity shares of the Company to the eligible employees in accordance with PEL ESOP 2021 and PEL ESOP 2025, pursuant to exercise of Options by them at a pre-determined exercise price as per the terms of grant under the PEL ESOP 2021 and PEL ESOP 2025. The employees would get the benefit on sale of equity shares depending on sale price of such shares.

f) Details about who would exercise and how the voting rights in respect of the shares to be purchased or subscribed under the PEL ESOP Scheme 2021 and PEL ESOP 2025 would be exercised:

In compliance with SEBI SBES Regulations, the Trustees of the Trust shall not vote in respect of equity shares held in the Trust. Once the shares are transferred to the Employees upon their exercise, then the Employees will be treated as shareholders of the Company and shall exercise the right to vote in respect of such shares.

The directors, key managerial personnel of the Company or their relatives may be deemed to be concerned or interested in the resolution set out in item no. 8 to the extent of stock options that may be granted to them and to the extent of their shareholding, if any in the Company.

The Board recommends the resolution set out in item no. 8 of this notice for approval of the members as special resolution.

Item No. 9

As per Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), Prior approval of the members through a resolution is required for all material related party transactions, even if they are in the ordinary course of business and on arm’s length basis. For this purpose, a transaction is considered material, if the transaction/transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 1000 Crore or 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower.

All the entities mentioned in the below table are ‘Related Party’ of Premier Energies International Private Limited as per definition under the Act and other applicable Regulations. Accordingly, the Audit Committee and Board at their meeting held on 3rd February, 2025 recommended to seek the approval of the Members to approve all existing contracts/arrangements/ agreements/transactions with the below mentioned related parties.

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Details of the proposed transaction of PEIPL with PEPPL and PEGEPL, being a related party of the Premier Energies International Private Limited, including the Information pursuant to the SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, and SEBI MASTER CIRCULAR NO. SEBI/HO/CFD/PoD2/CIR/P/0155 DATED NOVEMBER 11, 2024, are as follows:

Transaction between Premier Energies International Private Limited (Subsidiary of the Premier Energies Limited) and Premier Energies Photovoltaic Private Limited (Wholly owned Subsidiary of the Premier Energies Limited)
Transaction between Premier Energies International Private Limited (Subsidiary of the Premier Energies Limited) and Premier Energies Global Environment Private Limited (Wholly Owned Subsidiary of the Premier Energies Limited)

Details of Summary of information provided by the management to the Audit Committee

Limited) and Premier Energies Photovoltaic Private Limited (Wholly owned Subsidiary of the Premier Energies Limited) 2. Transaction between Premier Energies International Private Limited (Subsidiary of the Premier Energies Limited) and Premier Energies Global Environment Private Limited (Wholly Owned Subsidiary of the Premier Energies Limited)	Limited) and Premier Energies Photovoltaic Private Limited (Wholly owned Subsidiary of the Premier Energies Limited) 2. Transaction between Premier Energies International Private Limited (Subsidiary of the Premier Energies Limited) and Premier Energies Global Environment Private Limited (Wholly Owned Subsidiary of the Premier Energies Limited)	Limited) and Premier Energies Photovoltaic Private Limited (Wholly owned Subsidiary of the Premier Energies Limited) 2. Transaction between Premier Energies International Private Limited (Subsidiary of the Premier Energies Limited) and Premier Energies Global Environment Private Limited (Wholly Owned Subsidiary of the Premier Energies Limited)
Details of Summary of information provided by the management to the Audit Committee
Particulars	1	2
Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise.	Name of the Related Parties Premier Energies International Private Limited and Premier Energies Photovoltaic Private Limited Relationship Premier Energies International Private Limited is a subsidiary of the Company and Premier Energies Photovoltaic Private Limited is a wholly-owned subsidiary of the Company.	Name of the Related Parties Premier Energies International Private Limited and Premier Energies Global Environment Private Limited. Relationship Premier Energies International Private Limited is a subsidiary of the Company and Premier Energies Global Environment Private Limited is a wholly-owned subsidiary of the Company.
Name of the director or key managerial personnel who is related, if any and nature of relationship.	Mr. Chiranjeev Singh Saluja, Mr. Surenderpal Singh Saluja and Mrs. Revathi Rohini Buragadda are common directors.	Mr. Chiranjeev Singh Saluja, Mr. Surenderpal Singh Saluja and Mrs. Revathi Rohini Buragadda are common directors.
Type, tenure, material terms and particulars.	Purchase of Goods/Raw Material/Services and vice versa/Sale of Finished Goods/Services. The above arrangements are continuing business transactions. The above transactions will be at cost plus margin or any appropriate method in compliance with transfer pricing guidelines.	Purchase of Goods/Raw Material/Services and vice versa/Sale of Finished Goods/Services. The above arrangements are continuing business transactions. The above transactions will be at cost plus margin or any appropriate method in compliance with transfer pricing guidelines.

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Details of Summary of information provided by the management to the Audit Committee

Details of Summary of information provided by the management to the Audit Committee	Details of Summary of information provided by the management to the Audit Committee	Details of Summary of information provided by the management to the Audit Committee
Particulars	1	2
	Approval of the members is being sought for the aforesaid transaction for the financial year 2025-26 and 2026-27.	Approval of the members is being sought for the aforesaid transaction for the financial year 2025-26 and 2026-27.
Value of transaction (in Million) Percentage of annual consolidated turnover of considering FY 2023- 24 as the immediately preceding financial year. Justification as to why the RPT is in the interest of the listed entity.	Purchase of Goods/Raw Material/Services/ Sale of Finished Goods/Services and vice versa – Rs. 60000 million (Rupees Sixty Thousand Million) for each year (i.e 2025-26 and 2026-27) The proposed transaction is exceeding 10% of annual consolidated turnover of the Company. The proposed transaction is also exceeding 10% of annual standalone turnover of the Subsidiries. To meet customer expectations, accommodate the required technology, and augment capacity, it is essential to utilize the production lines and process billing from one subsidiary to the other. By transferring the production process between the subsidiaries, we can not only leverage the existing surplus capacity but also ensure that the required materials and technology are available on time. Furthermore, this arrangement allows for greater flexibility in production scheduling, enabling the company to meet customer deadlines and quality standards. The billing process will also be handled between the subsidiaries, ensuring that financial transactions align with the resource utilization and production efforts, ultimately ensuring smooth operations and customer satisfaction. 190.86 %	Purchase of Goods/Raw Material/Services/ Sale of Finished Goods/Services and vice versa – Rs. 60000 million (Rupees Sixty Thousand Million) for each year (i.e 2025-26 and 2026-27 To meet customer expectations, accommodate the required technology, and augment capacity, it is essential to utilize the production lines and process billing from one subsidiary to the other. By transferring the production process between the subsidiaries, we can not only leverage the existing surplus capacity but also ensure that the required materials and technology are available on time. Furthermore, this arrangement allows for greater flexibility in production scheduling, enabling the company to meet customer deadlines and quality standards. The billing process will also be handled between the subsidiaries, ensuring that financial transactions align with the resource utilization and production efforts, ultimately ensuring smooth operations and customer satisfaction. The proposed transaction is exceeding 10% of annual consolidated turnover of the Company. The proposed transaction is also exceeding 10% of annual standalone turnover of the Subsidiries. 190.86 %

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Details of Summary of information provided by the management to the Audit Committee

Details of Summary of information provided by the management to the Audit Committee	Details of Summary of information provided by the management to the Audit Committee	Details of Summary of information provided by the management to the Audit Committee
Particulars	1	2
Any valuation or other external party report relied upon by the listed entity in relation to the transactions Any other information that may be relevant	Not Applicable All relevant / important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013.	Not Applicable All relevant / important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013.

The related party transaction(s)/contract(s)/arrangement(s) as mentioned above, has been evaluated and it is hereby confirmed that the proposed terms of the contract/agreement meet the arm’s length basis criteria. The related party transaction(s)/contract(s)/ arrangement(s) also qualifies as contract under ordinary course of business.

The proposed contracts/arrangements/transactions relate to sale/purchase of goods/services or any other transaction(s), which shall be governed by the Company’s Related Party Transaction Policy and shall be reviewed by the Audit Committee within the overall limits approved by the members. Hence, the Audit Committee/Board recommends the resolution set out in the Item no. 9 of the notice for your approval as an Ordinary Resolution. None of the Related Parties shall vote in the resolution.

The Members may note that in terms of the provisions of the SEBI Listing Regulations, no related party/promoters and promoters’ group shall vote to approve this resolution whether the entity is a related party to the particular transaction or not.

Except for Shri Chiranjeev Singh Saluja, Managing Director, Shri Surenderpal Singh Saluja, Whole-Time Director, Mrs. Revathi Rohini Buragadda, and their respective relatives, due to their shareholding and common directorship, none of the other Directors, Key Managerial Personnel, or their respective relatives have any financial or other interest, direct or indirect, in the said resolution.

Item No. 10

The Company has filed its prospectus dated August 29, 2024 (“Prospectus”) with the Registrar of Companies, Telangana at Hyderabad, in connection with its initial public offering (“Offer”) of its equity shares of Rs 1/- each (“Equity Shares”) with an object of the Offer to inter alia, establish 4 GW Solar PV TOPCon Cell and 4 GW Solar PV TOPCon Module manufacturing facility in Hyderabad, Telangana, India (“Project”) and the Equity Shares are presently listed on the BSE Limited and the National Stock Exchange of India Limited (together, the “Stock Exchanges”).

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Since the management proposes deviation in the aforesaid object of the Offer, the disclosure in compliance with sections 13(8) and 27 of the Companies Act, 2013, as amended (“Companies Act”), read with the Companies (Incorporation) Rules, 2014, Companies (Prospectus and Allotment of Securities) Rules, 2014 and Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018, as amended are as follows:

A) Amount raised in the Initial public offering and original objects thereof:

Pursuant to the Prospectus dated August 29, 2024, the total Offer comprised of Rs. 28,304.00 million divided into fresh issue of 28,709,200 equity shares of face value of INR 1 each (“Equity Shares”) aggregating to Rs. 12,914.00 million (“Fresh Issue”) and offer for sale by certain shareholders of 34,200,000 Equity Shares aggregating to Rs.15,390.00 million, at a price of INR 450 per Equity Share, and a discount of INR 22 per Equity Share to Eligible Employees bidding in the Employee Reservation Portion. The utilization of the Net Proceeds of the Offer (i.e., gross proceeds of the Fresh Issue less the Offer related expenses) was proposed to be deployed in the following manner, as set forth under the schedule of deployment as disclosed in the Prospectus:

(Rs in million)

S. No	Particulars	Total estimated amount / expenditure (A)	Total amount deployed towards the Objects as of August 13, 2024 (B)	Balance amount to be incurred (C=A-B)	Amount to be funded from Net Proceeds	Estimated deployment of Net Proceeds in Fiscal 2025	Estimated deployment of Net Proceeds in Fiscal 2026
1 2	Investment in Premier Energies Global Environment Private Limited (PEGEPL) for part-financing the establishment of the a 4 GW Solar PV TOPCon Cell and 4 GW Solar PV TOPCon Module manufacturing facility in Hyderabad, Telangana, India (“Project”) General corporate purposes(1)	33,583.29 -	696.54 -	32,886.75(1) -	9,686.03 2,702.86	4,843.02 2,702.86	4,843.01 -
	Total(1)	33,583.29	696.54	32,886.75(1)	12,388.89	7,545.88	4,843.01

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(1) Including the security margin (working capital margin) which the Company estimates to deploy towards the 4 GW Module Facility amounting to a total of Rs 938.77 million for the Project which shall be funded through the internal accruals of Premier Energies Global Environment Private Limited or through inter-corporate deposit to be advanced, as may be necessary, by Premier Energies Photovoltaic Private Limited

(b) the money utilised for the objects of the company stated in the prospectus as on 31st December, 2024.

(Rs in million)

S. No.	Item Heads	Amount proposed in offer	Amount utilised	Amount unutilised
1 2	Investment in PEGEPL for part financing the establishment of Project General Corporate Purpose	9,686.03 2,702.86	21.58 142.42	9,664.45 2,560.44

(c) the extent of achievement of proposed objects (that is fifty percent, sixty percent, etc);

2.128% of the original Project cost as on 31st December, 2024.

(d) the unutilised amount out of the money so raised through prospectus,

As per the monitoring agency report dated 03rd February 2025, the unutilised amount in the Net Proceeds for the Project stands at Rs. 9,664.45 million, and unutilised amount for general corporate purposes stands at Rs. 2,560.44 million, as at 31st December 2024.

(e) the particulars of the proposed variation in the terms of contracts referred to in the prospectus or objects for which prospectus was issued.

The location of the Project for the 4 GW solar PV cell line shall be changed from UDL-5 Part at Industrial Park, Seetharampur, Ranga Reddy District, Telangana, as disclosed in the Prospectus, to Industrial park, Naidupeta Village, Tirupati district, Andhra Pradesh. The implementation of the proposed 4 GW Solar Module line will continue in the same location as mentioned in the Prospectus. Due to change of location of cell line, the site development schedule has been changed as stated in (h).

The 4GW cell line will be constructed on free hold land at new location and the said land will be purchased at cost of Rs. 1621 million by project entity (Premier Energies Global Environment Private Limited) for execution of 5 GW Silicon wafer manufacturing facility and 4 GW solar PV cell manufacturing line from the unutilized Net Proceeds earmarked for general corporate purposes as stated in (d).

(f) The reason for the alteration or change in the objects

The Government of Telangana has allocated 75 acres of existing project land located at UDL-5 Part at Industrial Park, Seetharampur, Ranga Reddy District, Telangana, India, which has been strategically designed to accommodate a 4 GW solar cell and 4GW module production line with optimal utilization. Following a thorough market analysis, the management has identified a substantial rise in demand for domestically manufactured solar cells and modules, fuelled by favourable Indian government policies and the expanding global export market.

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However, the increasing demand for solar cell and module manufacturing has resulted in space constraints at the current location, limiting further expansion of the cell and module production line beyond 4GW.

Therefore, the management proposes that the existing project location continue to be utilized for the 4 GW Solar PV module project and leave space for future expansion of Solar module line.

Furthermore, the company has been allotted land at a strategic location at Industrial Park, Naidupeta in Tirupati District of Andhra Pradesh (“New Project Land”) . The Andhra Pradesh Industrial Infrastructure Corporation has allotted 269 acres of land for implementing the 4 GW solar PV cell manufacturing line as part of the stated object; and further expansion of 4GW of PV Cell manufacturing line, and a 5 GW Silicon ingot and wafer manufacturing facility at the same location at a part of our future expansion plan to be funded by the Company with a combination of Equity, debt and internal accruals. The land acquisition cost of Rs.1621 million will be met from the unutilized Net Proceeds earmarked for general corporate purposes.

After assessing the proposed modification, the management has concluded that there will be no cost escalation in the 4 GW solar cell facility, except for increase in the overall project cost due to land acquisition for the integrated manufacturing project which is being funded from the Net Proceeds earmarked for general corporate purposes.

g) The justification for the alteration or change in the objects:

Backward integration:

We propose the establishment of a state-of-the-art 4 GW photovoltaic (PV) cell manufacturing line alongside a 5 GW silicon ingot and wafer manufacturing facility, both located at the same site. This strategic initiative aims to leverage backward integration by bringing together both key stages of the solar energy supply chain under one roof, ensuring operational efficiency and greater control over production processes.

By integrating the PV cell production and the silicon ingot and wafer manufacturing facilities at the same location, we create a seamless and highly efficient operational environment. This integrated approach will not only streamline the supply chain but also reduce logistical complexities and transportation costs associated with sourcing materials from external suppliers.

The 5 GW silicon ingot and wafer facility will ensure a consistent and high-quality supply of the critical raw materials required for the PV cell production, reducing reliance on third-party suppliers and mitigating supply chain risks. This will allow for better quality control, reduced lead times, and the ability to quickly scale production in response to market demand.

Near to Port facility availability: The proposed facility is strategically located at near to Krishnapatnam port. It will help the company to optimise the logistic cost on imports of materials and ease of exports for the Company enabling the Company to be competitive in the business.

Strategic Location: The New Project Land is located close to Chennai and Bangalore industrial corridor (CBIC) in Andhra Pradesh, which are major commercial hubs. This proximity allows easy access to large markets and a broad customer base. The region has good road connectivity through national highways and railways, facilitating the smooth transportation of raw materials and finished goods.

Subsidy of State Government / Economic incentives: As the proposed manufacturing unit is situated at Andhra Pradesh, it shall be able to apply for benefits of various subsidies, various incentives schemes & and ease of compliance processes for industrial development, including subsidies, tax benefits etc. subject to government policies, economic conditions, and regional development plans.

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h) The proposed time limit within which the proposed varied objects would be achieved

The detailed schedule of implementation of the Project will be as disclosed in the Prospectus, except in relation to schedule for site development, Buildings and civil works, Utilities and commissioning of production for the 4 GW Cell Facility, as is set forth below:

4 GW Cell Facility

h) The proposed time limit within which the proposed varied objects would be achieved The detailed schedule of implementation of the Project will be as disclosed in the Prospectus, except in relation to schedule for site development, Buildings and civil works, Utilities and commissioning of production for the 4 GW Cell Facility, as is set forth below:	h) The proposed time limit within which the proposed varied objects would be achieved The detailed schedule of implementation of the Project will be as disclosed in the Prospectus, except in relation to schedule for site development, Buildings and civil works, Utilities and commissioning of production for the 4 GW Cell Facility, as is set forth below:	h) The proposed time limit within which the proposed varied objects would be achieved The detailed schedule of implementation of the Project will be as disclosed in the Prospectus, except in relation to schedule for site development, Buildings and civil works, Utilities and commissioning of production for the 4 GW Cell Facility, as is set forth below:
4 GW Cell Facility
Particulars	Estimated schedule of commencement	Estimated schedule of completion
Conceptual, basic and detailed engineering Site development Buildings and civil works Utilities Equipment order and arrival Commissioning and ramp up of production	February 2025 [originally October 2024 in the Prospectus September 2024 March 2025(originally November 2024) April 2025 November 2024 July 2026 (Originally March 2026	April 2025* [originally slated for January 2025 in the Prospectus December 2024 December 2025 (originally July 2025) May 2026 (originally April 2026) February 2026 September 2026

4 GW Module Facility

4 GW Module Facility	4 GW Module Facility	4 GW Module Facility
Particulars	Estimated schedule of commencement	Estimated schedule of completion
Conceptual, basic and detailed engineering Site development Buildings and civil works Utilities Equipment order and arrival Commissioning and ramp up of production	October 2024 September 2024 November 2024 June 2025 November 2025 January 2026	January 2025 December 2024 July 2025 January 2026 December 2025 March 2026

*The Site development schedule is revised due to the change in location, however as the new site is well levelled and will not need much time for land levelling, this change will not impact the overall project timeline despite of change in location.

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(i)Proposed time schedule within which the proposed delay in implementation of the objects would be achieved:

The management is not anticipating any delay in Project implementation except the timeline of site development, building & civil works, utilities and commissioning of production, as defined in point no. h

(j) Means of additional project financing

The cost of acquisition of land of Rs. 1621 Million (excluding stamp duty) will be funded by the Company to the project entity (Premier Energies Global Environment Private Limited) out of the unutilized Net Proceeds earmarked for the general corporate purposes, or company’s/group internal accruals, ensuring that no external borrowing is required for the acquisition of land by the project entity.

The identified land is relatively flat, minimizing the need for extensive land development or leveling and situated in a well-developed area with fully loaded trunk infrastructure.

Furthermore, as per the Andhra Pradesh Industrial Incentive Policy, the stamp duty associated with the land purchase will be reimbursed to the company after the execution and registration of the sale deed, thereby reducing the overall financial burden of the acquisition.

The Company will use the same quotations for the implementation of both solar cell and module lines of the Project as mentioned on page no 149 and 150 of Prospectus.

The amount being deployed in the Project will remain the same as mentioned in the Prospectus except for the

Rs. In million	Rs. In million	Rs. In million	Rs. In million	Rs. In million	Rs. In million	Rs. In million	Rs. In million
Particulars	Old Project Details			Revised Project Costing			Impact
Land and site development Buildings and civil works	4 GW Cell 4 GW Module 1,383.84 1,293.60 996.17		Total 1,293.60 2,380.01	1621 1,383.84 4 GW Cell	1,293.60 996.17 4 GW Module	2914.60 2,380.01 Total	1621* -
Plant and machinery	12,337.00	3,430.16	15,767.16	12,337.00	3,430.16	15,767.16	-
Utilities	6,706.15	1,192.99	7,899.14	6,706.15	1,192.99	7,899.14	-
Design, Engineering and project management	6,706.15	1,192.99	7,899.14	6,706.15	1,192.99	7,899.14	-
Miscellaneous	660.50	348.19	1,008.69	660.50	348.19	1,008.69	-
Contingency	478.60	175.89	654.49	478.60	175.89	654.49	-
Interest during construction and security margin	2,117.00	2,102.00	4,219.00	2,117.00	2,102.00	4,219.00	-
Total			33,583.29			35204.29	1621*

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The Company will avail term loan of Rs. 22250 million for implementation of 4 GW solar cell lines and 4 GW solar module lines as envisaged in the Prospectus and deviation of location of projects of solar cell lines has been intimated to IREDA and necessary approval are under process. The necessary government approval for module lines and cell lines are under progress as per disclosed schedule in the Prospectus.

(l)The risk factors pertaining to the new objects and estimated financial impact

In the event there is insufficient demand to utilize the increased annual installed capacity stemming from the setup of the 4GW solar cell facility on the New Project Land, our business, financial condition and results of operations could be adversely affected. Even if there is sufficient demand, there can be no assurance that we will be able to effectively utilize the increased annual installed capacity. If we fail to do so, it could result in increased costs, reduced margins and adversely impact our business, financial condition, earnings, cash flow and results of operations.

The intention of the Board and the Management is to enhance shareholder value by utilizing the issue proceeds adequately which will lead to increased profitability. Your Board recommends the resolution for the members` approval by way of Special Resolution. The promoter/shareholders in control shall provide an exit opportunity to the dissenting shareholders to the proposed resolution subject to the conditions as prescribed in the SEBI (Issue of Capital and Disclosures Requirements) Regulations, 2018. The Promoters shall also appoint merchant banker, if required to determine the said exit offer price in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2018.

None of the Directors or Key Managerial Personnel of the Company including their relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution except to the extent of their shareholding in the Company, if any.

The aforementioned details in relation to deviation in objects have been reviewed by the Audit Committee and will be disclosed by the Monitoring Agency, CRISIL Ratings Limited (as disclosed in the Prospectus), in their report under the SEBI (Issue of Capital and Disclosures Requirements) Regulations, 2018, subsequent to approval by the shareholders.

Accordingly, approval of the members is sought for modification of location of cell line project in terms of objects of the issue referred to in the Prospectus. The Board recommends the passing of resolution as set out under Item No. 10 for approval of the members as a special resolution.

The copy of detail project report and other documents referred to in accompanying notice are open for inspection by the members at the Registered office of the Company on all working days between 11.00 A.M and 1.00 P.M and will also be available for electronic inspection by the members from the date of circulation of this Notice up to the date of last day of Postal Ballot. Members seeking to inspect such documents can send an e-mail to [email protected].

Copy of this notice may be obtained by writing to the Company Secretary and Compliance Officer at 8th Floor, Orbit Tower 1 SY No. 83/1, Hyderabad Knowledge City TSIIC, Raidurgam, Hyderabad- 500081.and shall be available of the website of the Company at www. premierenergies.com.

By the Order of the Board For Premier Energies Limited

Sd/Ravella Sreenivasa Rao Company Secretary and Compliance officer

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Particulars of Directors seeking appointment/ re-appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of Secretarial Standards are as under:-

1. Smt. Revathi Rohini Buragadda, Whole time Director:

Name of Director	Smt. Revathi Rohini Buragadda
DIN	08114119
Date of Birth	17.06.1959
Nationality	Indian
Qualification	Degree in Agricultural Sciences
Expertise in specific functional Areas	With a distinguished career spanning over 30 years in the service of the Government of Telangana, Revathi Rohini B retired with the esteemed position of Additional Commissioner of Commercial Taxes. Armed with a degree in Agricultural Sciences, her extensive journey has fortified her with profound on-ground expertise in indirect taxation and government regulatory affairs. Revathi Rohini B is not only a seasoned professional but also a trailblazer in her field. Her wealth of experience in legal and commercial taxes has not only shaped her career but also positioned her as an expert in navigating the complexities of government regulations. Her comprehensive understanding of the intricacies of the tax landscape has been honed through years of dedicated service, making her a valuable asset to the organizations she has been associated with. In her post-retirement phase, Revathi Rohini B has seamlessly transitioned into a pivotal role, leading all financial and government-related matters of the organization. Her wealth of experience and knowledge in dealing with governmental processes and regulations makes her a linchpin in ensuring compliance and strategic financial management. Revathi Rohini B's agricultural sciences background adds a unique dimension to her professional profile, demonstrating her versatility and adaptability. As a retired Additional Commissioner of Commercial Taxes, she not only brought a rich tapestry of experience but also a commitment to excellence and adherence to legal and regulatory standards. In her current leadership role, Revathi Rohini B continues to be a guiding force, leveraging her extensive experience to steer the organization through the intricacies of financial management and government interactions. Her dedication to ensuring adherence to legal standards and effective financial governance stands as a testament to her commitment to excellence in every facet of her professional journey.

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Inter-se relationship with other Directors and Key Managerial Personnel	NA
Terms and conditions of appointment	Re-appointment
Name of the listed and other entities in which Smt. Revathi Rohini Buragadda holds directorships.	Premier Energies International Private Limited
Chairman/ Member of the Committees of the Board of other Companies.	Audit Committee- Premier Energies International Private Limited
Name of listed entities from which the person has resigned in the past three years	NIL
Remuneration last drawn (excluding sitting fees	INR 3300000
Remuneration sought to be paid	As stated in the resolution of this notice
Number of Board meetings attended during the year.	Attended 09 Board Meeting out of 14 Meeting held during the year.
No. of equity shares held in the Company	180000

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2. Shri Sudhir Moola, Whole-time Director:

Name of Director	Sudhir Moola
DIN	02185026
Nationality	Indian
Date of Birth	11.10.1981
Date of First Appointment on the Board	03.02.2025
Qualification	Bachelor’s degree in technology (electronics and communication engineering)
Expertise in specific functional Areas.	Sudhir Moola is the Chief Strategy Officer of the company, He has been associated with our Subsidiary, Premier Solar Powertech Private Limited since 2011. He is responsible for strategic and capital expansion plans across the Company and the Subsidiaries. He holds a bachelor’s degree in technology (electronics and communication engineering) from Jawaharlal Nehru Technological University, Hyderabad, a master’s degree in science (electrical engineering) from Colorado State University, USA and has completed the post graduate programme in management from the Indian School of Business, Hyderabad. Prior to joining Premier Solar Powertech Private Limited, he was associated with Price Waterhouse Coopers, USA.
Inter-se relationship with other Directors and Key Managerial Personnel	NA
Terms and conditions of appointment	Appointment
Name of the listed and other entities in which Sudhir Moola holds the directorship.	1. Brighstone Developers Private Limited 2. Vensol (Nirna) Energy Private Limited 3. Vensol (Bidar) Energy Private Limited 4. Vensol (Hubli) Energy Private Limited 5. Premier Solar Powertech Private Limited 6. Svarog Global Power Private Limited 7. Mavyatho Ventures Private Limited 8. Saimeg Infrastructure Private Limited 9. Benten Developers Private Limited

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Chairman/ Member of the Committees of the Board of other Companies.	NA
Name of listed entities from which the person has resigned in the past three years	NIL
Remuneration last drawn (excluding sitting fees)	NIL
Remuneration sought to be paid	As stated in the resolution of this notice
Number of Board meetings attended during the year.	Attended 2 entitled board meeting during the financial year.
No. of equity shares held in the Company	15131679

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3. Shri. Uday Pilani Sudhir: Independent Director

Name of Director	Uday Pilani Sudhir
DIN	06572889
Nationality	Indian
Date of Birth	16-10-1971
Date of First Appointment on the Board	18-03-2020
Qualification	Bachelor’s degree in commerce from Osmania University, Hyderabad.
Expertise in specific functional areas	Uday Pilani Sudhir serves as an Independent Director of our Company, a position he has held since March 18, 2020. With a strong academic foundation, he earned his bachelor's degree in commerce from Osmania University, Hyderabad. Over the years, Mr. Uday Pilani Sudhir has been instrumental in launching and leading several successful ventures, showcasing his entrepreneurial acumen and leadership skills. His extensive experience in business management and strategic development has made him a valuable asset to our board..
Inter-se relationship with other Directors and Key Managerial Personnel	NA
Terms and conditions of appointment	Re-appointment
Name of the listed and other entities in which Uday Pilani Sudhir holds the directorship.	1.Premier Energies International Private Limited 2.Premier Energies Photovoltaic Private Limited 3.Telangana Motor Sports Foundation 4.Coantum Immersive Private Limited 5.Ryzeup Labs Private Limited 6.Invente Innovation Labs Private Limited 7.Pilani Organics Private Limited 8. Shafali Infratech LLP
Chairman/ Member of the Committees of the Board of other Companies.	Premier Energies International Private Limited Audit Committee– Chairman and Member Nomination and Remuneration Committee – Chairman and Member

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Name of listed entities from which the person has resigned in the past three years	NIL
Remuneration last drawn (including sitting fees)	20 Lacs Per Annum as sitting fees.
Remuneration sought to be paid.	He shall be paid remuneration by way of sitting fee for attending meetings the Board or Committees thereof or for any other meetings may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings.
Number of Board meetings attended during the year.	Attended 10 Board Meeting out of 14 Meeting held during the year
No. of equity shares held in the Company	462

By the Order of the Board For Premier Energies Limited

Sd/Ravella Sreenivasa Rao Company Secretary and Compliance officer

AI assistant

Premier Energies Limited — Proxy Solicitation & Information Statement 2025

59480_rns_2025-03-07_6c5b54db-3962-452f-bf9a-bfa25f0035d9.pdf

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) – Notice of Postal Ballot

POSTAL BALLOT NOTICE

To the Members of the Company,

SPECIAL BUSINESS

1. Re-appointment of Smt. Revathi Rohini Buragadda (DIN: 08114119) as a Whole-time Director designated as an Executive Director of the Company.

2. Appointment of Shri. Sudhir Moola (DIN: 02185026) as a Whole-time Director designated as an Executive Director of the Company

3. Re-appointment of Shri. Uday Pilani Sudhir (DIN: 06572889) as an Independent Director of the Company.

4. To approve the Ratification of the Employee Stock Option Scheme 2021 (“PEL ESOP 2021”) To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution:

5. To approve the Premier Energies Limited- Employee Stock Option Scheme 2025

6. To extend Premier Energies Limited- Employee Stock Option Scheme 2025 to the eligible employees of its associate and subsidiary companies

7. To approve acquisition or purchase of equity shares of the Company by way of issuance and allotment of equity shares by the Company or from secondary market or by way of both for implementation of the Premier Energies Limited - Employee Stock Option Scheme 2025

8. To approve provision of funds by the Company for purchase of its own shares by the trust / trustees for implementation of Premier Energies Limited - Employee Stock Option Scheme 2025 and Premier Energies Limited - Employee Stock Option Scheme 2021.

9. Approval of Material Related Party Transaction(s) of the Subsidiaries of the Company.

10. To consider and approve the variation in terms of objects as stated in the prospectus.

NOTES:

For technical Assistance:

General Guidelines for Members:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, SECRETARIAL STANDARD – 2 ON GENERAL MEETINGS AND REGULATION 36 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No.1

a. Salary, Perquisites and Allowance per annum:

b. Contribution to provident fund, superannuation or annuity fund, gratuity, etc.

c Incentive/ESOP etc:

d. Reimbursement of Expenses:

The following additional detailed information Pursuant to the provisions of Section II of Part II of Schedule V of the Companies Act, 2013.

Item No.2

(a) Salary, Perquisites and Allowance per annum:

(b) Contribution to provident fund, superannuation or annuity fund, gratuity, etc.

(c) Incentive/ESOP etc:

(d) Reimbursement of Expenses:

Item No.3

Item No.4

Items No 5, 6 and 7

a. Brief Description of the Scheme

b. The total number of options to be granted

d. Lock-in period, if any

e. Requirements of vesting and period of vesting

f. Maximum period within which the options shall be vested

g. Exercise price or pricing formula

h. Exercise period and process of exercise

Appraisal process for determining the eligibility of Employees to the PEL ESOP 2025

i. Maximum number of Options to be issued per Employee and in the aggregate

j. Maximum quantum of benefits to be provided per Employee under the PEL ESOP 2025

k. Certificate from Secretarial Auditors

l. Whether the PEL ESOP 2025 is to be implemented and administered directly by the Company or through a Trust

m. Whether PEL ESOP 2025 involves new issue of shares by the Company or secondary acquisition by the Trust

n. The amount of loan to be provided for implementation of the PEL ESOP 2025 by the Company to the Trust, its tenure, utilization, repayment terms, etc.

o. Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the PEL ESOP 2025

p. Method of valuation of Options

q. Disclosure and accounting policies

r. Transferability of Employees Stock Options

s. Terms & conditions for buyback, if any, of specified securities covered under the SEBI SBES Regulations

t. Rights of the Option holder

u. Consequence of failure to exercise Option

v. The conditions under which options vested in employees may lapse, e.g., in case of termination of employment for misconduct

w. The specified time period within which the employee shall exercise the vested options in the event of a proposed termination of employment or resignation of employee:

x. Other terms

Item No. 8

b) Particulars of the Trustee(s) in whose favor such shares are to be registered

Particulars of the Trustees appointed:

Particulars of Trust

Particulars of the Trustees

d) Any interest of Key Managerial Personnel, Directors or Promoters in such scheme or trust and effect thereof

e) The detailed particulars of benefits which will accrue to the employees from the implementation of the scheme

PEL ESOP 2021

PEL ESOP 2025

Item No. 9

Details of Summary of information provided by the management to the Audit Committee

Details of Summary of information provided by the management to the Audit Committee

Details of Summary of information provided by the management to the Audit Committee

Item No. 10

A) Amount raised in the Initial public offering and original objects thereof:

(b) the money utilised for the objects of the company stated in the prospectus as on 31st December, 2024.

(c) the extent of achievement of proposed objects (that is fifty percent, sixty percent, etc);

(d) the unutilised amount out of the money so raised through prospectus,

(e) the particulars of the proposed variation in the terms of contracts referred to in the prospectus or objects for which prospectus was issued.

(f) The reason for the alteration or change in the objects

g) The justification for the alteration or change in the objects:

Premier Energies Limited Proxy Solicitation & Information Statement 2025