Premier Synthetics Ltd

Dear Members,

Your Directors have pleasure in presenting the 54^th Annual Report together with the Audited Statement of Accounts of your Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2024 is summarized below:

STATE OF AFFAIRS/HIGHLIGHTS

The Company is having spinning plant for manufacturing of cotton yarn. With effect from 08/11/2023, the Company had discontinued its major manufacturing activities and presently doing trading activity.

(Amount Rs. in Lakhs)

RESULT OF OPERATION

During the year under review, the Company recorded gross revenue of Rs.5,408.44 Lakhs as compared to Rs.5,289.70 Lakhs in the previous year. The Company had discontinued the business of manufacturing of Cotton yarn and presently Company is engaged in trading of Cotton and Cotton Yarn. The Company made profit/loss before exceptional item and tax of Rs. (138.92) lakhs as compared to Rs. (29.42) lakhs in the previous year. After Exceptional items, Provision of Tax & Provision for Dividend, the Net Profit/Loss after tax of the Company for the year stood at Rs. (258.00) lakhs against Net Profit/Loss of Rs. 2.46 lakhs in the previous year.

JOINT VENTURE, ASSOCIATE & SUBSIDIARIES

The Company does not have Joint Venture, Associate and Subsidiaries as per rule 6 of the Companies (Accounts) Rules, 2014. Hence, no reporting of the same in Form AOC-1 has been made.

RESERVES

The Board of Directors of your Company has decided not to transfer any amount for the year under review to the Reserves.

DIVIDEND

During the year under review, the Directors have recommended payment of 0.01% on NonCumulative Non-convertible Redeemable Preference Shares of the face value of Rs. 100 (Rupees one hundred only) each as dividend for the financial year 2023-24, for approval of shareholders at the ensuing 54^th Annual General Meeting of the Company.

Directors have not recommended any dividend for equity shares of the Company.

MAJOR EVENTS OCCURRED DURING THE YEAR AND SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT

* In ICRA's recently published research note on the domestic cotton spinning industry , the rating agency expects demand for the industry to improve by close to 12-14% in volume terms in FY2024 on a yearly basis, with yarn exports likely to increase by a sharp 85% to 90%, on the back of a shift in sourcing preference away from China, and the expectations of demand improving for the spring/summer season in the US and the EU regions that will drive domestic demand from apparel and home textile manufacturers. However, a sharp moderation in cotton prices, leading to lower yarn realisations, is likely to translate to a 9-10% year-on-year (YoY) decline in revenues to ~Rs. 33,465 crore in FY2024.

Commenting on this, Mr. Jayanta Roy, Senior Vice President & Group Head, Corporate Sector Ratings, ICRA, said: "Despite the increase in cotton yarn volumes, ICRA expects the operating income of Indian cotton spinning companies to decline by 9-10% and operating margins to shrink by 200-240 bps in FY2024 amid a significant drop in realisation and lower gross contribution levels. Nevertheless, in-house power generation capacities recently added by select players are likely to alleviate margin pressures in the medium term".

ISSUE OF SWEAT EQUITY SHARES / ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

During the year under review, your Company has not issued any Sweat Equity Shares / Equity Shares with differential voting rights.

CAPITAL STRUCTURE

As on date of the Report, the Authorized Capital of the Company was Rs. 30,00,00,000/- (Rupees Thirty Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each and 20,00,000/- (Rupees Twenty Lakhs) Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 100/- each and the issued, subscribed and paid-up share capital of the Company was Rs. 14,09,32,000/- (Rupees Fourteen Crores Nine Lakhs Thirty Two Thousand only) divided into 45,93,200 (Forty Five Lakhs Ninety Three Thousands Two Hundreds) Equity Shares of Rs. 10/- each and 9,50,000 (Nine Lakhs Fifty Thousands) Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 100/- each.

There was no change in the Capital Structure of the Company during the Financial Year under review.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION

Ratio of the Remuneration of each Director to the Median Employee's Remuneration for the Financial Year ended on 31^st March, 2024 is enclosed to this report and marked as "Annexure II".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, report on "Management Discussion and Analysis" is attached and forms a part of this Report as "Annexure III".

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 and Section 134, the Ministry of Corporate Affairs (MCA) has notified the Companies (Management and Administration) Amendment Rules, 2020, wherein the Companies are no longer required to attach extracts of Annual Return. In compliance of the above amendment the Annual Return as on March 31, 2024 will be available on the website of the Company: https://premiersyntheticsltd.com/

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, since the equity paid up share capital of the Company and net worth is below the threshold limits prescribed under SEBI (LODR) Regulations, 2015 Corporate Governance provision is not applicable to the Company for the year

under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

DETAILS OF MEETING OF THE BOARD AND ITS COMMITTEES

Board Meetings:

The Board of Directors met four (4) times during the financial year 2023-24, and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The details of which are given below:

All Board Meetings were held at the Registered Office of the Company. The Agenda along with the Notes were sent in advance to all the Directors.

The Fifty Third Annual General Meeting was held on September 27, 2023 at the Registered Office of the Company.

Pursuant to requirements of Regulation 26 of the Listing Regulations, none of the Company's Director is a member of more than 10 committees or Chairman of more than 5 committees across all Public companies in which he/she is a Director.

Independent Directors Meeting:

During the year under review, the Independent Directors met on 29^th March, 2024, inter alia to discuss over all operations, Business Strategy and Medium/ Long term plans.

All the Independent Directors were present at the meeting. Pursuant to the requirements of the Listing Regulations and Schedule IV of the Companies Act, 2013 on Code of Conduct of the Independent Directors, the Independent Directors had reviewed and evaluated the performance of Non-Independent Directors and the Board as a whole and the same was found satisfactory.

Committees' Meetings:

The Audit Committee met four (4) times during the financial year 2023-24, and the details of the meeting are as follows:

The Nomination & Remuneration Committee met Three (3) times during the financial year 2023-24, and the details of the meeting are as follows:

The Stakeholder Relationship Committee and Investor Grievance Committee met Four (4) times during the financial year 2023-24, and the details of the meeting are as follows:

Committees' Composition:

The compositions of Audit Committee, Stakeholder Relationship Committee & Nomination & Remuneration Committee are as follows:

Audit Committee:

The Composition of the Audit Committee is in alignment with the provisions of Section 177 of the Companies Act, 2013 read with Rules issued there under and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. The Board of Directors has appointed M/s. Sanket S. Shah & Associates, Chartered Accountants (FRN No.155308W), as Internal Auditors of the Company to conduct the internal audit of the various areas of operations and records of the Company. The periodical reports of the said internal auditors were regularly placed before the Audit Committee along with the comments of the management.

Nomination and Remuneration Committee Composition:

The Composition of Nomination and Remuneration Committee is as follows:

In view of the amended provisions of Section 178 of the Companies Act, 2013, the performance of Board, its committees and each Director (excluding the director being evaluated) has been evaluated by the Board on the basis of engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders etc.

Stakeholders and Investor Grievance Committee:

The Company has constituted the Stakeholders Relationship and Investors' Grievance Committee in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The Composition of the said Committee is as follows:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

* Mr. Ajeet Ranka has given resignation from the post of Chief Financial Officer w.e.f. 13/02/2024

# Mr. Narayan D. Choudhary has been appointed as Chief Financial Officer w.e.f. 29/04/2024

EVALUATION BY BOARD OF ITS PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board/ Committees processes, and information provided to the Board etc. The Board and the individual Directors have also evaluated the performance of Independent and Non- Independent Directors, fulfillment of their independence criteria and their independence from the management, performance of the Board as a whole and that of the chairman of the meeting.

CHANGE IN DIRECTORSHIP/ KMP

> Mr. Ajeet Ranka has given resignation from the post of Chief Financial Officer w.e.f. 13/02/2024

> Mr. Narayan D. Choudhary has been appointed as Chief Financial Officer w.e.f. 29/04/2024

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING INDEPENDENT DIRECTORS, KMP AND SENIOR MANAGEMENT

The Company has a Nomination and Remuneration policy for the performance evaluation of the Chairman, individual Directors, Board and its Committees. The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become Directors and who may be appointed on senior management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee also reviews the policy regarding the criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Committee also recommends to the Board, the appointment of any new Directors/Key Managerial Personnel or removal of the existing Directors/ Key Managerial Personnel. The Committee recommends to the Board as to whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company decide whether to appoint a new Director/Key Managerial Personnel or remove an existing Director/ Key Managerial Personnel, as the case may be. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration policy of the Company. The composition of the Nomination and Remuneration Committee and other relevant details are provided in this report.

The salient features of the Nomination and Remuneration policy are as follows:

a. The policy has been framed in accordance with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. The policy spells out the criteria for determining qualifications, positive attributes and independence of a Director and the remuneration of Directors, Key Managerial Personnel and Senior Management including functional heads.

c. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

d. The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

e. The remuneration/ commission shall be in accordance with the statutory provisions of the Companies Act, 2013 and the rules made there under for the time being in force.

f. Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013

read with the Schedules and Rules made there under as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

PUBLIC DEPOSITS:

In terms of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014, your Company has not accepted any public deposits or no amount of principal or interest was outstanding as on date of the Balance sheet during the year under review.

LOANS, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended March 31, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year in the ordinary course of business and the prices were at arm's length basis. Hence, the provisions of Section 188(1) of the Companies Act, 2013 are not attracted. Further no materially significant related party transactions were entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Hence reporting in AOC-2 is not made. All related party transactions are placed before the Audit Committee and Board of Directors for their review. The Company's Board approved Related Party Transactions Policy has been hosted on the website of the Company at: https://premiersyntheticsltd.com/codes-policy.php

BOARD'S COMMENT ON THE AUDITORS' REPORT

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Purushottam Khandelwal & Co., Chartered Accountants (FRN No.123825W), was appointed as Statutory Auditors of the Company at the 51^st Annual General Meeting (AGM) till the conclusion of the 56^th Annual General Meeting (AGM).

M/s. Purushottam Khandelwal & Co., Chartered Accountants (FRN No.123825W) have confirmed their eligibility and qualification under Section 139, 141 and other applicable provisions of the Companies Act 2013 and Rules issued there under (including and statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors' Report for the Financial Year ended March 31, 2024 on the financial statements of the Company is a part of this Annual Report. The Auditors' Report for the financial year ended March 31, 2024 does not contain any qualification, reservation, or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Jigar Trivedi & Co., Practicing Company Secretaries (C.P. No.18483) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report in the form "MR-3'' is annexed herewith as "Annexure IV". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

The Internal Auditor of the Company M/s. Sanket S. Shah & Associates, Chartered Accountants (FRN No.155308W), has conducted the internal audit of the Company for the F.Y.2023-24. The reports and findings of the Internal Auditor are periodically reviewed by the Audit Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended on 31st March, 2024 is given below and forms the part of the Boards Report.

A. CONSERVATION OF ENERGY:

The Company continues to meet the growing energy demand, while working towards minimizing the environmental footprint of its ongoing operations, as well as future projects. The Company is continually exploring new ways to make its operations more efficient by putting technology to use for direct energy savings and increasing renewable energy sources.

• Improving efficiency of electricity use

Lighting: Due to its nature of operations, the share of lighting in electricity use is relatively high. It is important to re- examine whether the light source is utilized in the most efficient way and take electricity saving measures.

Electric motor: The textile industry uses a vast number of relatively small electric motors. While a conventional machine was driven by a single motor with the generated mechanical power transmitted to various parts of the machine in a collective manner, many modern machines utilize multiple motors with a control board controlling the movement of each motor, which is directly coupled to a machine part to drive it independently from others.

Electric heating: In the textile industry, electric heating has largely been replaced by other methods (steam, gas heating, or direct or indirect fired heating) for some time in order to achieve cost reductions

• Non-conventional sources of energy

The different alternative renewable sources of energy are biomass, tidal energy, geothermal energy, solar energy and wind energy. The technology is easy and straightforward to control, with nearly very little maintenance cost. There will not be any drawback of air pollution.

• The Capital investment on energy conservation equipment

During the year under review, Company has not incurred any capital expenditure on energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

• Efforts, in brief, made towards technology absorption, adaptation & innovation:

The Company is taking necessary steps to replace certain existing equipment's by installing new equipments having better technology. In addition to this, the company has installed plant for re-processing for its waste material.

• Benefit derived as a result of above efforts:

The benefits of technology upgraded equipments will be visible in future working. Further, the Company has imported machinery spare parts to maintain the products quality and life of machine.

• Expenditure incurred on Research and Development:

During the year under review, Company has not incurred any Expenditure on Research and Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has foreign exchange outgo as mentioned below:-

(Rs. In Lakhs)

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The internal controls including the internal financial control of the Company are managed and reviewed by the Audit Committee and apart from the staff employed by the Company, the Company has also appointed Internal Auditors (M/s. Sanket S. Shah & Associates, Chartered Accountants, Ahmedabad) of the Company to review and monitor the internal financial controls and their adequacy. The Internal Financial Controls of the Company are adequate and commensurate with the size and nature of business of the Company.

RISK MANAGEMENT

Your Company has a well-defined Risk Management System in place, as a part of good governance practice. The risks are identified at various departmental levels and suitable mitigation measures are thereafter adopted. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and

reporting. These are further subjected to a quarterly review. The framework has different risk models which help in identifying risk trends, exposure and potential impact analysis at a Company level as also separately for business segments. Risk management forms an integral part of the Company's planning cycle. At present the Company has not identified any element of risk which may be of threat to the existence of the Company.

REPORTING OF FRAUDS

There was no instance of fraud during the financial year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act 2013 and Rules framed there under.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the Directors and Employees of the Company, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism provides adequate safeguards against victimization of Director(s) or employee(s) or any other person who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. Further, the policy has been posted on the website of the Company. It is pertinent to note that no fraud case has been reported in the year under review. The policy of Vigil Mechanism/ Whistle Blower Policy is available on Company's website: https://premiersyntheticsltd.com/codes-policy.php

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATOR/ COURTS/ TRIBUNAL:

There are no significant / material orders passed by the Regulator / Courts / Tribunal impacting the going concern status of your Company and its operations in future.

HUMAN RESOURCES AND POLICY ON PREVENTION OF SEXUAL HARASSMENT ("POSH") AT WORKPLACE:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. However the Company does not have female employee as mentioned in the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and therefore the Internal Complaints Committees (ICC) cannot be constituted due to the lack of number of female employees.

COMPLIANCE WITH THE SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Act, your Directors confirm, to the best of their knowledge and belief:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(d) they have prepared the annual accounts on a going concern basis;

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

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

FINANCE AND ACCOUNTS

During the year under review, the Rating Agency CARE Ratings Limited maintained the "B" rating for the Company's Non Cumulative Non Convertible Redeemable Preference shares.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024.

FAMILIARIZATION PROGRAMME TO INDEPENDENT DIRECTORS

The Company provides suitable familiarization programme to Independent Directors to help them familiarize themselves with the nature of the industry in which the company operates and the business model of the company in addition to regular presentation on expansion plans and their updates, business operations and financial statements. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing Regulations about their roles, rights and responsibilities as Directors of the company. There is a regular interaction of Directors with the Key Managerial Personnel of the Company.

The policy on familiarization programme to Independent Directors is available on website of the Company on: https://premiersyntheticsltd.com/codes-policy.php

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Sunny Sunil Singhi (DIN: 07210706) Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible have offered himself for reappointment.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the manufacturing of Cotton Yarn used by denim industry. The raw material prices i.e. Cotton is highly fluctuating whereas demand of denim yarn has reduced substantially due to lower demand in export market. In addition to this, the credit period demanded by buyers is more than 90-120 days while raw material is only available on immediate payment basis. This requires large working capital which is not available with the Company and shortage of finance resulted in to big losses on working of plant and also reduction in number of working days. In this situation, it is very difficult to compete with the large units since our Company is MSME Unit and looking to this situation we have decided to close the unit. The workers were also getting reduced amount of wages and therefore the workers have resigned from time to time and Company has settled all dues of workers including gratuity and retrenchment compensation as and when they have resigned.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

During the years under review, no shares were held in demat suspense account or unclaimed suspense account of the Company.

INSURANCE

The Company has taken all the necessary steps to insure its properties and insurable interest, as deemed appropriate and as required under the various legislative enactments. There were no major incidents or accidents to warrant insurance claims during the year under review.

SYSTEM DRIVEN DISCLOSURES (SDD) UNDER SEBI (SAST) REGULATIONS, 2011

Pursuant to the provisions of SEBI circular dated December 01, 2015, December 21, 2016, September 09, 2020, October 28, 2022, January 25, 2023 and March 16, 2023 with reference to Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 which inter alia required (System Driven Disclosures) SDD to be maintained by the company. In this regard, Company has installed SDD software dated 11^th November, 2022 and is maintaining the same on regular basis as and when any such events occur as per the provisions of SEBI (PIT) Regulations, 2015

INITIATIVE

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as may be amended from time, which permits paperless compliances and also service of notice / documents (including

annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holdings with their concerned depository participants and / or with the Company.

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

There were no Penalties/ punishments/ compounding of offences for the year ended March 31, 2024.

During the year under review, there has been no One Time Settlement of Loans taken from Banks and Financial Institutions.

The lists of annexure forming part of the Board Report are as follows:

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Regulators, Stock Exchanges, other statutory bodies and the Company's bankers for the assistance, cooperation and encouragement extended to the Company. Your Directors wish to place on record their appreciation for the contributions made by the employees of

Premier Synthetics Limited at all levels for their efforts, hard work and support, which are indispensible for smooth functioning of the Company. Your involvement as Shareholders is also greatly valued and your Directors look forward to your continued support.

To,

The Members of

Premier Synthetics Limited

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Premier Synthetics Limited having CIN: L70100GJ1970PLC100829 and having registered office at Surana House, B/h. Klassic Chamber, Opp. Narnarayan Complex, Near Swastik X Road, Navrangpura, Ahmedabad - 380009 (hereinafter referred to as ‘the Company'), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para C Sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Ensuring the eligibility of for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE - II

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and remuneration) Rules, 2014

* Mr. Pranavkumar Parikh has been appointed as Additional Director (Independent- Non-Executive) w.e.f. 14/08/2024

# Mr. Ajeet Ranka has given resignation w.e.f. 13/02/2024 from the post of Chief Financial Officer and leave period is considered in percentage increase in remuneration in above table

$ Mr. Narayan D. Choudhary has been appointed as Chief Financial Officer w.e.f. 29/04/2024

None of the Directors took any remuneration/sitting fees in the F. Y. 2023-24.

(ii) Affirmation that the remuneration is as per the remuneration policy of the Company The remuneration is as per the Remuneration Policy of the Company.

MANAGING DIRECTOR/CHIEF FINANCIAL OFFICER CERTIFICATION To,

The Board of Directors Premier Synthetics Limited

I, Gautamchand Surana, Managing Director of the Company and I, Mr. Narayan D. Choudhary, Chief Financial Officer of the Company do hereby confirm and certify that:

(a) We have reviewed financial statements and the cash flow statement for the year ended March 31^st, 2024 and that to the best of our knowledge and belief, we state that:

i) these statements do not contain any materially untrue statements or omit any material fact or contain statements that might be misleading;

ii) these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) We further state that to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or violative of the Company's code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps have been taken or propose to take rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:

i) significant changes, if any, in internal control over financial reporting during the year;

ii) significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.