Directors Report of Prime Fresh Ltd.

Mar 31, 2025

The Board of Directors has the pleasure in presenting their 18^th Report along with Annual Report and Audited Financial
Statements for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE:

The highlights of the financial results for the financial year 2024-25 are as follows : (Amt in lacs)

PARTICULARS	Standalone For the year ended		Consolidated For the year ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue From Operations	19,579.57	14,294.14	20,676.55	14,920.90
Other Income	97.30	36.54	94.31	36.65
Total Revenue	19,676.87	14,330.68	20,770.86	14,957.55
Expenditure
Employee Benefit Expenses	1,957.35	1,777.06	1,963.98	1,781.10
Other expenses	16,484.31	11,631.49	17,525.62	12,221.79
Total Expenses	18,441.66	13,408.55	19,489.60	14,002.89
Profit before Financial Expenses, Preliminary expenses, Depreciation and Taxation	1,285.63	977.35	1,332.29	1,010.11
Less: Financial expenses	(30.82)	(39.74)	(31.36)	(39.90)
Less: Depreciation & Preliminary Expenses	(19.60)	(15.48)	(19.67)	(15.55)
Profit Before Taxation	1,235.21	922.13	1,281.26	954.66
Less: Provision for current tax	350.00	243.53	360.25	250.63
Add / (Less) : Deferred tax	(0.41)	(0.42)	(0.41)	(0.43)
Profit After Taxation	885.62	679.02	921.42	704.46

STATE OF COMPANY''S AFFAIRS, PERFORMANCE, REVIEW OF OPERATIONS

The Company is engaged in trading and procurement of perishable food items, mainly fruits and vegetables in the domestic
as well as export markets. The Company is also engaged in the business of providing services; namely, warehousing
solutions, cold storage and ripening solutions, manpower solutions and packaging solutions of agricultural produce.

The Company has reported income from operation during the year is Rs. 195,79,56,596/- as compared to the previous
year''s income from operation of Rs. 142,94,13,772/-

The Company has earned profit before tax of Rs 12,35,21,306 /- as against previous year''s profit before tax of Rs
9,22,13,618

The Directors assure the stakeholders of the company to continue their efforts and enhance the overall performance of the
company in the coming financial year.

CHANGE IN NATURE OF BUSINESS, IF ANY AND FUTURE OUTLOOK:

During the year under review, the Company has not done any changes in its nature of Business.

TRANSFER TO RESERVES:

The Company has transferred the current year''s net profit to the Reserves.

DIVIDEND:

No Dividend was declared for the Current Financial year because the Company retains its earnings for the future growth
of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

The accounts of the Florens Farming Private Limited, Florens Fresh Supply Solutions Private Limited and Prime Fresh Retail
(I) Private Limited are consolidated with the accounts of the Company in accordance with the provisions of Accounting
Standards AS-21 on consolidated financial statement issued by the Institute of Chartered Accountants of India, Companies
Act, 2013 read with Schedule III of the Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements are provided in this Annual
Report.

SHARE CAPITAL

There is no change in share capital of the company. Presently the paid-up capital of the company is Rs. 13,64,57,670
comprising of 1,36,45,767 equity shares of Rs. 10/- each.

UNCLIAMED DIVIDEND AND UNCLIAMED SHARES

The company has taken the necessary steps and had intimated the shareholders, requesting them to encash their dividend
to before it becomes due for transfer to the Investor Education and protection Fund (IEPF). Unclaimed Dividend amounting
to Rs. 600 for FY 2016-17 was transferred to the IEPF on 25th October, 2024 in terms of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has transferred
the corresponding shares to IEPF, where the dividends for last seven consecutive years have not been claimed by the
concerned shareholder.

Further, the unclaimed dividend in respect of FY 2023-24 must be claimed by shareholders on or before 14/11/2031, failing
which the Company will be transferring the unclaimed dividend and the corresponding shares to the IEPF within a period
of 30 days from the said date. The concerned shareholders, however, may claim the dividend and shares from IEPF after
complying with the prescribed procedure

In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012,
your Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unclaimed dividends
and unclaimed shares. Your Company has also uploaded the prescribed information on www.iepf.gov.in and
www.primefreshlimited.com.

Details of Unclaimed Dividend as on 31 March 2025 and due dates for transfer are as follows:

SN	Financial Year	Unclaimed Amount in Rs.	Due Date for transfer to IEPF Account
1	2023-24	3,47,420	14.11.2031

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES AND ITS PERFORMANCE AND FINANCIAL
POSITION:

The Company has One wholly-Owned Subsidiary i.e Prime Fresh Retail (I) Private Limited, One subsidiary i.e. M/s. Florens
Framing Private Limited and one Associate concern i.e Florens Fresh Supply Solutions Private Limited. Form AOC-1 for
The Statement containing salient features of the financial statement of Subsidiaries/ Associate Companies/Joint Ventures
Pursuant to sub-section 3 of Section 129 read with rule of Companies (Accounts) Rules, 2014 is attached herewith as
Annexure âAâ.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis for the year under review as stipulated under Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is included in this report as Annexure-"B".

DEPOSITS:

The Company has not invited/ accepted any deposit within the meaning of Chapter V other than the exempted deposit as
prescribed under the provisions of the Companies Act, 2013 and the rules framed thereunder, as amended from time to
time. Hence, there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of the Companies
(Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Investments, loan made by the Company are provided in Notes to the Financial Statements. Further, The
Company has not provided any Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 during
the financial Year 2024-25.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company has adequate internal controls and processes in place with respect to its financial statements which provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These
controls and processes are driven through various policies, procedures and certifications. The processes and controls are
reviewed periodically. The Company''s internal control system is commensurate with its size, scale and complexities of its
operations.

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

The Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with other applicable provisions. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment
including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace.
The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for
identification, reporting and prevention of sexual harassment.

During the financial year 2024-25 under review, the Company has complied with all the provisions of the POSH Act and
the rules framed thereunder. Further, the Company has not received any complaints pertaining to sexual harassment.
Accordingly, the requirement of disclosing the number of complaints received, disposed of and or pending for more than
90 days is not applicable.

Number of complaints of Sexual Harassment received in the Year	0
Number of Complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and
rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women
employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit
Act, 1961, including paid maternity leave, nursing breaks and protection from dismissal during maternity leave. The Company
also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary
internal systems and HR Policies are in place to uphold the spirit and letter of the legislation.

During the year under review, no women employees availed maternity leave. The Company also provides flexible working
arrangements and nursing breaks to support employees in balancing work and family responsibilities.

Number of employees as on the closure of financial year
Female:	80
Male:	645
Transgender:	0

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company has taken precautionary steps for conservation of energy & technology absorption by implementing various
measures & efforts which improve the productivity of the machineries, improve quality of a product, reduce the cost of a
manufacturing and no specific investment has been made in reduction in energy consumption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review foreign exchange earnings or out flow reported as follow: (In Rs.)

Particulars	Amount In Foreign currency
Out Flow	NIL
Earning	NIL

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF BOARD OF DIRECTORS:

The Board of the Company comprises of 9 Directors as on 31.03.2025 out of which one is Managing Director, One
Whole-time Director and rest of the Directors are Non-Executive Directors and Non-Executive Independent Directors.
The maximum gap between any two board meetings is not more than 120 days. During the financial year 2024-25, there
were Four (4) meetings of the board held on 16^th May, 2024, 24^th August, 2024, 11^th November, 2024 and 20^th January, 2025

Name	Attendance at Meetings			Number of other Directorship & Committee Membership / Chairmanship***
	No. of Board Meetings		Last AGM	Other Directorship**	Committee Membership	Committee Chairmanship
	Meetings held during Tenure	Meetings Attended
Managing Director & CFO
Mr. Jinen Ghelani	4	4	Yes	-	1â
Whole-time Director				-	-	-
Mr. Hiren Ghelani	4	4	Yes	-	1	-
Mrs. Neha Ghelaniâ	4	4	Yes	-	0	-
Independent Director Mr. Brijesh Misra	4	4	Yes		1	1
Mr. Gaurav R Meena	4	2	Yes	-	-	-
Mr. Ravi Menon	4	4	Yes	-	1	1â
Mr. Umesh Patelâ	1	1	No	-	1â	1â
Mr. Shekhar Mennon	4	4	Yes	2	1	3
Ms. Khyati Bhavya Shahâ	2	2	No	3	1	3
Non-Executive Director
Mr. Gurmeetsingh Bhamrah	4	1	Yes	0	0	0
Mr. Mayur Thakkar	4	3	Yes	0	0	0

*Mrs. Neha Jinen Ghelani (DIN:00197285) whole-time director of the Company was resigned from the Board w.e.f 20^thJanuary, 2025 after Business hours.

*Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company was resigned from the Board w.e.f.
16th May, 2024 after Business hours. Further, He was the Chairman of Audit Committee up to 16.05.2024. However, since
he had resigned from the directorship, the Audit committee was reconstituted and Mr. Ravi Menon was appointed as the
Chairman of Audit Committee w.e.f. 17.05.2024

Mr. Umesh Patel was also member of the Stakeholder Relationship Committee up to 16.05.2024. However, since he had
resigned from the directorship, Mr. Jinen Chandrakant Ghelani was appointed as a member of Stakeholder Relationship
Committee w.e.f. 17.05.2024

*Ms. Khyati Bhavya Shah (DIN: 09430457) was appointed on the board of the Company as an additional non-executive
Independent Director w.e.f. 11th November, 2024

ââDirectorships and Committee member/Chairmanship in other companies mentioned above excludes directorships in private
limited companies, unlimited companies, foreign companies and companies incorporated under section 8 of the Companies
Act, 2013.

âââWhile calculating the number of Membership / Chairmanship in Committees of other companies, Membership / Chairmanship
of only Audit Committee and Stakeholders Relationship Committee have been considered pursuant to Regulation 18 and
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Director is
a member in more than ten committees and act as a Chairman in more than five committees across all companies in which
he is a Director.

Audit Committee:

During the financial year 2024-25, Four (4) Audit Committee Meetings were held on 16^th May, 2024, 24^th August, 2024, 11^thNovember, 2024 and 20^th January, 2025. The details of the composition of the committee and attendance at its meeting
are set out in the following table:

S.N.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Umesh Patel¹	Chairman	1	1
2	Mr. Ravi Menon¹	Chairman	3	3
3	Mr. Brijesh Misra	Member	4	4
4	Mr. Hiren Ghelani	Member	4	4

*Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f.
16th May, 2024 after Business hours

And hence, the Audit Committee was reconstituted as follows;

S.N.	Name of the Member	Designation
1	Mr. Ravi Menon	Chairman
2	Mr. Hiren Ghelani	Member
3.	Mr. Brijesh Kumar Misra	Member

Nomination and Remuneration Committee:

During the financial year 2024-25, there were four (4) Nomination & Remuneration Committee meetings were held on 16^thMay, 2024, 24^th August, 2024, 11^th November, 2024 and 20^th January, 2025. The details of the composition of the committee
and attendance at its meeting are set out in the following table:

S.N.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Ravi Menon	Chairman	4	4
2	Mr. Brijesh Misra	Member	4	4
3	Mr. Umesh Patel¹	Member	1	1
4	Mr. Mayur Thakkar¹	Member	3	1

*Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f.
16th May, 2024 after Business hours

And hence, the Nomination and Remuneration Committee was reconstituted as follows;

S.N.	Name of the Member	Designation
1	Mr. Ravi Menon	Chairman
2	Mr. Mayur Thakkar	Member
3.	Mr. Brijesh Kumar Misra	Member

Stakeholders Relationship Committee:

During the financial year 2024-25, Four (4) Stakeholders Relationship Committee meetings were held on 16^th May, 2024,
03^rd August, 2024, 11^th November, 2024 and 20^th January, 2025. The details of the composition of the committee and
attendance at its meeting are set out in the following table:

S.N.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Brijesh Misra	Chairman	4	4
2	Mr. Ravi Menon	Member	4	4
3	Mr. Umesh Patel¹	Member	1	1
4	Mr. Jinen Chandrakant Ghelani¹	Member	3	3

And hence, the Stakeholder relationship Committee was reconstituted as follows:.

S.N.	Name of the Member	Designation
1	Brijesh Kumar Misra	Chairman
2	Mr. Ravi Menon	Member
3.	Mr. Jinen Chandrakant Ghelani	Member

Finance Committee

During the financial Year 2024-25, Two (2) Finance Committee were held on 11^th November, 2024 and 20^th January, 2025.
The details of the composition of the committee and attendance at its meeting are set out in the following table:

S.N.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Jinen Ghelani	Chairman	2	2
2	Mrs. Neha Jinen Ghelani*	Member	2	2
3	Mr. Brijesh Misra	Member	2	2

*Mrs. Neha Jinen Ghelani (DIN:00197285) Whole-time Director of the Company had resigned from the Board w.e.f. 20^thJanuary, 2025 after Business hours

And hence, the Finance Committee was reconstituted as follows;.

S.N.	Name of the Member	Designation
1	Mr. Jinen Ghelani	Chairman
2	Mr. Hiren Chandrakant Ghelani	Member
3.	Mr. Brijesh Misra	Member

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Changes in Composition of Board of Directors:

During the period there were changes in the Composition of Board of Directors which are as under;

â¢ Mr. Umesh Patel (DIN: 07964920) non-executive Independent Director was resigned from post of directorship
w.e.f 16th May, 2024 after Business hours. The Board Directors places on record the invaluable contribution
made by Mr. Umesh Patel, (DIN: 07964920) Director of the Company during his tenure.

â¢ Ms. Khyati Bhavya Shah (DIN:09430457) has been appointed as an additional non-executive Independent
director on the board of the Company w.e.f 11th November, 2024.

â¢ Mrs. Neha Jinen Ghelani (DIN:00197285) Whole-time Director was resigned from the post of directorship w.e.f
20^th January, 2025 after Business Hours.

â¢ Mr. Brijesh Kumar Misra (DIN:07524535) non-executive Independent Director resigned from the post of
Directorship w.e.f 28^th April, 2025.

2. Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the Section
149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6)
of the Companies Act, 2013.

3. Changes in other Key Managerial Personnel

â¢ During the period under review, Mrs. Neha Jinen Ghelani, (DIN:00197285) whole-time director resigned from
the post of directorship w.e.f 20^th January, 2025 after Business hours.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of the Section 134 of the Companies Act, 2013, the directors confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards
had been followed along with proper explanation relating to 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 and loss 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 this 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 were operating effectively; and

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER
THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT (134 3 (ca))

As per the Auditor Report, no fraud u/s. 143(12) reported by auditor. The Auditors'' Report for the financial year ended, 31^stMarch, 2025 is annexed herewith for your kind perusal and information. The Auditors'' Report does not contain any
qualification. Notes to Accounts and Auditors'' remarks in their report are self-explanatory and hence do not require any
further explanations

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year under review, no changes have been made in the clauses of the Memorandum of Association of the
Company.

However, in 17th Annual General Meeting held on 27th September, 2024, members through special resolution, altered the
Articles of Association of the company by inserting clause 2A after clause 2 of the existing Articles of Association of the
Company as provided hereunder;

Clause 2A

The company, subject to the provisions of the Act, issue further shares to:-

(a) Persons who, at the date of offer, are holders of equity shares of the Company; such offer shall be deemed to include
a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any
other person; or

(b) Employees under any scheme of employees'' stock option; or

(d) by way of preferential offer or otherwise as the Board may determine''

LISTING

The equity shares of our Company are listed on SME platform of BSE and the Company has paid the annual listing fees
for the FY 2025-26.

The Equity Shares of the company got migrated from the SME Board of BSE Limited to the Main Board of BSE Limited
on 06.06.2025

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transactions and the same is available on Prime''s website at
www.primefreshlimited.com; The Policy intends to ensure that proper approval, reporting and disclosure processes are in
place for all transactions between the Company and related parties. All the related party transactions entered into during
the financial year were on an arm''s length basis and were in the ordinary course of business were reviewed and approved
by the Audit Committee. All related party transaction are placed before Audit Committee for its review on quarterly basis.
Your Company had not entered into any transactions with related parties which could be considered material in terms of
Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section
134(3) (h) of the Companies Act, 2013 in Form AOC 2 is annexed to âAnnexure: Câ

AUDITORS:

At the Annual General Meeting held on 26th September, 2021, M/s O. P Bhandari & Co., Chartered Accountants (Firm
Registration No: 112633W), Ahmedabad were appointed as statutory auditors of the Company to hold office for a period
of five (5) years i.e. 2021-22, 2022-23, 2023-24, 2024-25 and 2025-26 (subject to ratification of the appointment by the
Members at every Annual General Meeting held after this Annual General Meeting of the Company). In accordance with
the Companies Amendment Act, 2017 enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of
Statutory Auditor is not required to be ratified at every Annual General Meeting. Observations of the auditors in their report
together with the notes on accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further
explanation.

INTERNAL AUDITORS:

M/S Shah Dalal & Associates, Chartered Accountants (Firm Registration No.152071W) has been appointed as Internal

Auditor of the Company for the F.Y. 2024-25 pursuant to provisions 138 and any other applicable provisions of the
Companies Act, 2013 and the rules made thereunder.

Further the Board of Directors at their meeting held on 09^th April, 2025 has reappointed M/s. Shah Dalal & Associates, as
the Internal Auditor of the Company for the Financial Year 2025-26

COST AUDIT REPORT:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014,
the company is not required to appoint a cost auditor to audit the cost records of the company.

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 with the approval of its Board, appointed M/s. Umesh Ved & Associates,
Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year ended
31^st March, 2025. The Secretarial Audit Report is annexed herewith as Annexure- "Dâ which is self-explanatory and gives
complete information. The Secretarial Audit Report has been qualified by the Auditor and the clarifications are as under.
The management has noted the observation regarding filing of few forms as required by Companies Act, 2013 with late fees.
Please note that, The Company has filed few forms with some delay due to inadvertence, technical & other issues with
additional fees as applicable and accordingly complied with the requisite requirement.

EXTRACT OF ANNUAL RETURN:

The Annual Return for the financial year 2024-25 as per provisions of the act and Rules thereto, will be available on the
website of the Company https://primefreshlimited.com/wp-content/uploads/2024/08/Annual-Return-2024-25.pdf

BUSINESS RISK MANAGEMENT:

The Company has implemented various policies from ground level to the top level management for identifying the risk,
measuring the same and take corrective measures for managing the risk.

PARTICULARS OF EMPLOYEES:

The details related to employees and their remuneration as required under Section 197(12) and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure âE'' to this Board''s
Report. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not applicable as no employee falls under the threshold provided therein.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company does not fall within the top 1000 companies by market capitalization at the BSE Limited during Financial year
2024-25 and therefore in terms of SEBI circular dated 10th May,2021; the requirement of filing and publishing the Business
Responsibility and Sustainability Report is not applicable to the Company.

PRIME FRESH LIMITED- EMPLOYEE STOCK OPTION PLAN 2024

At the 17th Annual General Meeting held on 27th September, 2024 the shareholders of the Company approved, by way
of a Special Resolution, the creation of an Employee Stock Option Pool comprising 6,00,000 Equity shares of face value
of Rs. 10/- under the Prime Fresh Limited-Employee Stock Option Plan 2024.

The ESOP Scheme - 2024 has been formulated in compliance with the provisions of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021. The Company got In-principle approval for 6,00,000 equity
shares of Rs. 10/- each to be issued under âPrime Fresh Limited- employee Stock Option Plan 2024â on 19^th March,
2025

The Nomination and Remuneration Committee of the Board of the Directors on 06^th May, 2025 had granted 77,300 stock
options to the eligible employees of the Company. Since the Company granted the stock options after financial year 2024Â¬
25 the mandatory requirement of disclosure under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 is not applicable.

In accordance with regulatory requirements, a certificate from M/s. Umesh Ved & Associates,Secretarial Auditors of the
Company, confirming that the Scheme complies with the applicable SEBI regulations, will be made available for inspection
by shareholders at the ensuing 18th Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY:

Prime Fresh Limited has always laid emphasis on progress with social commitment. We believe strongly in our core
values of empowerment and betterment of not only the employees but also our communities. Following this principle the
Company had laid down the comprehensive approach towards promoting and facilitating various aspects of our surrounding
communities.

In terms of provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, the company has constituted the CSR Committee comprising of Mr. Jinen Ghelani- chairman,
Mrs. Neha Ghelani - member and Mr. Umesh Patel- Member.

Â¦vr unn rr f > r''/l

However, on 16^th May, 2024 Mr. Umesh Patel (DIN: 07964920) Non-executive Independent Director of the company was
resigned from the post of Directorship and hence, the CSR committee was reconstituted as under;

Mr. Jinen Ghelani- chairman,

Mrs. Neha Ghelani -Member and

Mr. Brijesh Kumar Misra- Member

Further, on 20^th January, 2025 Mrs. Neha Ghelani (DIN: 00197285) Whole-time Director of the company was also resigned
from the post of directorship and hence, the CSR Committee was reconstituted as under;

S.N.	Name of the Member	Designation
1	Mr. Jinen Ghelani	Chairman
2	Ms. Khyati Bhavya Shah	Member
3.	Mr. Brijesh Kumar Misra	Member

Based on the recommendations of the CSR Committee, the Board of Directors has adopted a CSR Policy that reflects the
Group''s philosophy and commitment to meaningful social impact. The Policy outlines the guiding principles, implementation
mechanisms, and focus areas for CSR initiatives in accordance with statutory requirements. The CSR policy of the Company
is available on its website at: www.primefreshlimited.com

In accordance with Section 135 of the Companies Act, 2013, the Company''s CSR spending obligation is determined based
on the calculation of net profits under Section 198 of the Companies Act, 2013.

During the Financial year 2024-2025 the Company has spent an amount of Rs. 14,00,000/- for CSR activities.

The Annual Report on CSR Activities is annexed herewith as âAnnexure-Fâ. The Policy on CSR is available on the website
of the Company at https://primefreshlimited.com/wp-content/uploads/2024/05/CSR-Policy-Prime-Fresh-Limited.pdf.

VIGIL MECHANISM:

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil
mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for
direct access to the Chairman of the Audit Committee. The details of Vigil Mechanism are displayed on the website of the
Company www.primefreshlimited.com;

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a comprehensive Code of Conduct (''Code'') to regulate, monitor, and report trading in its
securities by designated persons and their immediate relatives, in line with the provisions of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Code lays down detailed procedures to be followed by designated persons while trading in the Company''s securities
and while handling or sharing Unpublished Price Sensitive Information (''UPSI''). It includes provisions for maintaining a
structured digital database, implementing a robust mechanism for the prevention of insider trading, and sensitising employees
about the significance and confidentiality of UPSI.

Additionally, the Code incorporates a Code of Practices and Procedures for Fair Disclosure of UPSI, ensuring transparent
and timely disclosure in accordance with regulatory requirements.

The Code is available on the Company''s website at: www.primefreshlimited.com

NOMINATION AND REMUNERATION POLICY:

The Company has in place the Nomination and Remuneration Policy which lays down the criteria for appointment, evaluation
of performance of directors and remuneration of Director, Key managerial Personnel, Senior Management Personnel and
other employees and Company has taken necessary approval/recommendation, wherever required, from Nomination and
Remuneration Committee in terms of the policy. Nomination and Remuneration Policy is disclosed on the website of the
Company at www.primefreshlimited.com; currently, no compensation is paid to the Non- Executive Directors of the Company
except for the sitting fees as per provisions of Companies Act, 2013.

CORPORATE GOVERNANCE:

During the Financial year 2024-2025 the Company was listed on the SME platform of BSE Limited and is exempted from
provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The company got migrated to the main board of BSE limited after financial
year 2024-25 i,e. on 06.06.2025. Hence, no corporate governance report is disclosed in this Annual Report.

DETAILS OF COMPLAINTS RECEIVED AND REDRESSED:

During the F.Y. 2024-2025, Company has not received any complaints from any shareholders. Further the Complaints
received from Dimple Khetan as mentioned in earlier Annual Report of F.Y. 2017-18, SEBI has disposed this complaint and

ROC has not found any violation and error in said Transaction and currently the matter is under sub Judice at Andheri court.
The Framing of Charges is also not done yet.

EVALUATION OF BOARD PERFORMANCE:

The Company has taken various measures for obtain commitment by all board members to the process of performance
evaluation by means of set performance criteria, plan the process and gather the information, discuss and interpret the data,
develop a plan of follow-up; identify areas for change and set goals for effective performance of the board members &
individual Director also.

CERTIFICATION:

During the year under review, the Company having the following certifications pertaining to the Highest International
Standard of Food Safety and Hygiene:

1. FSSAI Central & state License

2. APEDA Recognition

3. IEC: Import Export Code

4. ISO 9001:2015

COMPLIANCE WITH THE SECRETARIAL STANDARD

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued
by the Institute of Company Secretaries of India.

OTHER REGULATORY REQUIREMENTS:

The Company has been complied with all regulatory requirements of central government and state government and no order
has been passed by the regulatory authority which has impact the going concern status & company''s performance in future.

MATERIAL CHANGES:

â¢ The Nomination and Remuneration Committee of the Board on 06.05.2025 had granted 77,300 Options to the eligible
employees of the Company.

â¢ The Shares of the Company got migrated from SME Board of BSE Limited to the Main Board of BSE Limited w.e.f
06.06.2025

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status
of the Company and its future operations.

However, in the year 2018 one of the Ex-shareholder of the Company, Ms. Dimple Khetan had filed suit before Hon''ble
NCLT, Ahmedabad bench against the Company, Promoters and then directors under section 58, 59 and 213 of the
Companies Act, 2013 regarding Share Transfer related matter.

The Hon''ble NCLT, Ahmedabad on 28^th November, 2024 had passed an order directing the company for rectification of
register of members by restoring the name of the petitioner i,e Ms. Dimple Khetan as owner of 28,000 equity shares (Now
56,000 after Bonus) in the Company.

Please note that the buyers and the Company had exercised it''s statutory rights and filed an appeal against the order
passed by the Hon''ble NCLT, Ahmedabad and the matter is sub-judice before National Company Law Appellate
Tribunal, New Delhi

Further, please note that it is matter between Buyers and seller where directors or promoters has no role to play
and the said matter had no material financial or operational impact on the Company''s business, performance, or
future prospects which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the year under review, there is no such application made or any proceedings pending under Insolvency and
Bankruptcy Code, 2016.

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely
âwww.primefreshlimited.comâ containing basic information about the Company. The website of the Company is also containing
information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company
who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company,
etc.

DETAILS OF THE DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE TAKING A LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS

During the year under review, the Company has not done any kind of one time settlement and valuation from the Bank or
Financial Institutions.

ACKNOWLEDGEMENT AND APPRECIATION:

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the
company and the continued support and confidence of the customers. The Board expresses special thanks to progressive
farmers who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses
its sincere thanks to Banks, Financial Institutions, Government Authorities, Agricultural and Processed Food Products Export
Development Authority (APEDA), FSSAI and all other well-wishers, for their timely support.

Date : 12.08.2025 By Order of the Board of Directors

Place : Ahmedabad For Prime Fresh Limited

Jinen Ghelani
Managing Director & CFO
(DIN: 01872929)

Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f.
16th May, 2024 after Business hours

Mar 31, 2024

The Board of Directors has the pleasure in presenting their 17th Report along with Annual Report and Audited Financial Statements for the year ended 31st March, 2024.

FINANCIAL PERFORMANCE:

The highlights of the financial results for the financial year 2023-24 are as follows : (Amt in lacs)
PARTICULARS	Standalone For the year ended		Consolidated For the year ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue From Operations	14,294.14	9,521.32	14,920.90	9,934.55
Other Income	36.54	34.46	36.65	34.60
Total Revenue	14,330.68	9,555.78	14,957.55	9,969.15
Expenditure
Employee Benefit Expenses	1,777.06	1,242.12	1,781.10	1,248.85
Other expenses	1,1631.49	7,634.78	12,221.79	8,017.41
Total Expenses	13,408.55	8,876.90	14,002.89	9,266.26
Profit before Financial Expenses, Preliminary expenses, Depreciation and Taxation	977.35	720.97	1010.11	745.31
Less: Financial expenses	(39.74)	(30.41)	(39.90)	(30.67)
Less: Depreciation & Preliminary Expenses	(15.48)	(11.68)	(15.55)	(11.75)
Profit Before Taxation	922.13	678.88	954.66	702.89
Less: Provision for current tax	243.53	185.00	250.63	190.50
Add / (Less) : Deferred tax	(0.42)	(0.30)	(0.43)	(0.30)
Profit After Taxation	679.02	494.18	704.46	512.69

REVIEW OF OPERATIONS:

The Company has reported income from operation during the year is Rs. 142,94,13,772/- as compared to the previous year''s income from operation of Rs. 95,21,31,879/-. The Company has earned profit before tax of Rs 9,22,13,618 /- as against previous year''s profit before tax of Rs.6,78,88,106/-.

CHANGE IN NATURE OF BUSINESS, IF ANY AND FUTURE OUTLOOK:

During the year under review, the Company has not done any changes in its nature of Business.

TRANSFER TO RESERVES:

The Company has transferred the current year''s net profit to the Reserves.

DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 0.50 (5%) per Equity share of Rs. 10 each for the approval of members at the ensuing 17th Annual general meeting.

CONSOLIDATED FINANCIAL STATEMENTS:

The accounts of the Florens Farming Private Limited and Florens Fresh Supply Solutions Private Limited are consolidated with the accounts of the Company in accordance with the provisions of Accounting Standards AS-21 on consolidated financial statement issued by the Institute of Chartered Accountants of India, Companies Act, 2013 read with Schedule III of the Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements are provided in this Annual Report.

M/s. Prime Fresh Retail (I) Private Limited has been incorporated as wholly owned subsidiary of Prime Fresh Limited as on 02nd March, 2024. However, the first Financial year would be 2024-25 and hence the data was not consolidated for FY 23-24.

SHARE CAPITAL

During the year the Company has issued 13,49,162 equity shares of Rs. 10 each at a premium of Rs. 210.16 on preferential basis to non-promoters vide shareholders approval dated 15th September, 2023 in accordance with chapter V of SEBI (ICDR) regulations, 2018.

Out of which 7,18,172 Equity shares of Rs. 10/- each were allotted on 07th December, 2023 and 4,04,647 equity shares of Rs. 10/- each were allotted on 15th December, 2023 at a premium of Rs. 210.16.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES AND ITS PERFORMANCE AND FINANCIAL POSITION:

M/s. Prime Fresh Retail (I) Private Limited incorporated as wholly on subsadiary of the Company on 02nd March, 2024. The Company has One subsidiary i.e. M/s. Florens Framing Private Limited and one Associate concern i.e Florens Fresh Supply Solutions Private Limited. Form AOC-1 for The Statement containing salient features of the financial statement of Subsidiaries/ Associate Companies/Joint Ventures Pursuant to sub-section 3 of Section 129 read with rule of Companies (Accounts) Rules, 2014 is attached herewith as Annexure âAâ.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis for the year under review as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this report as Annexure-"B".

DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Investments, loan made by the Company are provided in Note to the Financial Statements. Further The Company has not provided any Guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company''s internal control system is commensurate with its size, scale and complexities of its operations.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There was no case of sexual harassment reported during the year under review.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company has taken precautionary steps for conservation of energy & technology absorption by implementing various measures & efforts which improve the productivity of the machineries, improve quality of a product, reduce the cost of a manufacturing and no specific investment has been made in reduction in energy consumption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review foreign exchange earnings or out flow reported as follow:		(In Rs.)
Particulars	Amount In Foreign currency
Out Flow	NIL
Earning	NIL

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF BOARD OF DIRECTORS:

The Board of the Company comprises of 10 Directors as on 31.03.2024 out of which one is Managing Director, two are Whole-time Directors and rest of the Directors are Non-Executive Director and Non-Executive Independent Directors. The maximum gap between any two board meetings is not more than 120 days. During the financial year 2023-24, there were Eight (8) meetings of the board held on 25th May, 2023, 04th July, 2023, 07th August, 2023, 09th November, 2023, 07th December, 2023, 15th December, 2023, 04th January, 2024, and 14th March, 2024

111* deliver fre*h
Name	Attendance at Meetings			Number of other Directorship & Committee Membership / Chairmanship***
	No. of Board Meetings		Last AGM	Other Directorship**	Committee Membership	Committee Chairmanship
	Meetings held during Tenure	Meetings Attended	Last AGM	Other Directorship**	Committee Membership	Committee Chairmanship
Managing Director & CFO
Mr. Jinen Ghelani	8	8	Yes
Whole-time Director				-	-	-
Mr. Hiren Ghelani	8	8	Yes	-	-	-
Mrs. Neha Ghelani	8	6	Yes	-	-	-
Independent Director
Mr. Brijesh Misra	8	8	Yes	-	-	-
Mr. Gaurav R Meena	8	1	No	-	-	-
Mr. Ravi Menon	8	8	Yes	-	-	-
Mr. Umesh Patelâ	8	6	Yes	-	-	-
Mr. Shekhar Mennon	8	6	No
Non-Executive Director
Mr. Gurmeetsingh Bhamrah	8	1	No
Mr. Mayur Thakkar	8	5	Yes

*Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f. 16th May, 2024 after Business hours.

ââDirectorships and Committee member/Chairmanship in other companies mentioned above excludes directorships in private limited companies, unlimited companies, foreign companies and companies incorporated under section 8 of the Companies Act, 2013.

âââWhile calculating the number of Membership / Chairmanship in Committees of other companies, Membership / Chairmanship of only Audit Committee and Stakeholders Relationship Committee have been considered pursuant to Regulation 18 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Director is a member in more than ten committees and act as a Chairman in more than five committees across all companies in which he is a Director.

Audit Committee:

During the financial year 2023-24, Eight (8) meetings of the Audit Committee were held on 25th May, 2023, 04th July, 2023, 07th August, 2023, 09th November, 2023, 07th December, 2023, 15th December, 2023, 04th January, 2024, and 14th March, 2024. The details of the composition of the committee and attendance at its meeting are set out in the following table:

S.N.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Umesh Patelâ	Chairman	8	8
2	Mr. Brijesh Misra	Member	8	8
3	Mr. Hiren Ghelani	Member	8	8

âMr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f. 16th May, 2024 after Business hours

And hence, the Audit Committee was reconstituted as follows;

S.N.	Name of the Member	Designation
1	Mr. Ravi Menon	Chairman
2	Mr. Hiren Ghelani	Member
3.	Mr. Brijesh Kumar Misra	Member

Nomination and Remuneration Committee:
During the financial year 2023-24, there were Seven (7) meeting held on 25th May, 2023, 04th July, 2023, 07th August, 2023, 09th November, 2023, 07th December, 2023, 15th December, 2023, and 04th January, 2024. The details of the composition of the committee and attendance at its meeting are set out in the following table:
S.N.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Ravi Menon	Chairman	7	7
2	Mr. Brijesh Misra	Member	7	7
3	Mr. Umesh Patel*	Member	7	7

*Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f. 16th May, 2024 after Business hours

And hence, the Nomination and Remuneration Committee was reconstituted as follows
S.N.	Name of the Member	Designation
1	Mr. Ravi Menon	Chairman
2	Mr. Mayur Thakkar	Member
3.	Mr. Brijesh Kumar Misra	Member

Stakeholders Relationship Committee:

During the financial year 2023-24, 7 (Seven) Stakeholders Relationship Committee were held on 25th May, 2023, 04th July, 2023, 07th August, 2023, 09th November, 2023, 07th December, 2023, 15th December, 2023, and 04th January, 2024. The details of the composition of the committee and attendance at its meeting are set out in the following table:

S.N.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Brijesh Misra	Chairman	7	7
2	Mr. Ravi Menon	Member	7	7
3	Mr. Umesh Patel*	Member	7	7
*Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f. 16th May, 2024 after Business hours

And hence, the Stakeholder relationship Committee was reconstituted as follows
S.N.	Name of the Member	Designation
1	Brijesh Kumar Misra	Chairman
2	Mr. Ravi Menon	Member
3.	Mr. Jinen Chandrakant Ghelani	Member

Finance Committee

During the financial Year 2023-24, 8 (Eight) Finance Committee were held on 25th May, 2023, 04th July, 2023, 07th August, 2023, 09th November, 2023, 07th December, 2023, 15th December, 2023, 04th January, 2024 and 14th March, 2024. The details of the composition of the committee and attendance at its meeting are set out in the following table:

S.N.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Jinen Ghelani	Chairman	8	8
2	Mrs. Neha Ghelani	Member	8	8
3	Mr. Brijesh Misra	Member	8	8

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Changes in Composition of Board of Directors:

During the period there were no changes in the Composition of Board of Directors.

â¢ Mr. Umesh Patel (DIN: 07964920) non-executive Independent Director was resigned from post of directorship w.e.f 16th May, 2024 after Business hours. The Board Directors places on record the invaluable contribution made by Mr. Umesh Patel, (DIN: 07964920) Director of the Company during his tenure.

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2. Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

3. Changes in other Key Managerial Personnel

â¢ During the period under review, Mrs. Jasmin Doshi has been appointed as Company Secretary of the Company w.e.f. 04.07.2023.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of the Section 134 of the Companies Act, 2013, the directors confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had bWeen followed along with proper explanation relating to 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 and loss 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 this 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 were operating effectively; and

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT (134 3 (ca))

As per the Auditor Report, no fraud u/s. 143(12) reported by auditor. The Auditors'' Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information. The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors'' remarks in their report are self-explanatory and hence do not require any further explanations

LISTING

The equity shares of our Company are listed on SME platform of BSE and the Company has paid the annual listing fees for the FY 2024-25.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transactions and the same is available on Prime''s website at www.primefreshlimited.com; The Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and related parties. All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business were reviewed and approved by the Audit Committee. All related party transaction are placed before Audit Committee for its review on quarterly basis. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is annexed to âAnnexure: Câ.

AUDITORS:

At the Annual General Meeting held on 26th September, 2021, M/s O. P Bhandari & Co., Chartered Accountants (Firm Registration No: 112633W), Ahmedabad were appointed as statutory auditors of the Company to hold office for a period of five (5) years i.e. 2021-22, 2022-23, 2023-24, 2024-25 and 2025-26 (subject to ratification of the appointment by the Members at every Annual General Meeting held after this Annual General Meeting of the Company). In accordance with the Companies Amendment Act, 2017 enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditor is not required to be ratified at every Annual General Meeting. Observations of the auditors in their report together with the notes on accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

INTERNAL AUDITORS:

M/S Shah Dalal & Associates, Chartered Accountants (Firm Registration No. 152071W) has been appointed as Internal Auditor of the Company for the F.Y 2023-24 pursuant to provisions 138 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Further the Board of Directors at their meeting held on 16th May, 2024 has reappointed M/s. Shah Dalal & Associates, as the Internal Auditor of the Company for the Financial Year 2024-25

COST AUDIT REPORT:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company is not required to appoint a cost auditor to audit the cost records of the company.

SECRETARIAL AUDIT REPORT:

EXTRACT OF ANNUAL RETURN:

The Annual Return for the financial year 2023-24 as per provisions of the act and Rules thereto, will be available on the website of the Company https://primefreshlimited.com/wp-content/uploads/2024/08/Annual-Return-2023-24.pdf

BUSINESS RISK MANAGEMENT:

The Company has implemented various policies from ground level to the top level management for identifying the risk, measuring the same and take corrective measures for managing the risk.

PARTICULARS OF EMPLOYEES:

The details related to employees and their remuneration as required under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure ''E'' to this Board''s Report. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as no employee falls under the threshold provided therein.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company has always laid emphasis on progress with social commitment. We believe strongly in our core values of empowerment and betterment of not only the employees but also our communities. Following this principle the Company had laid down the comprehensive approach towards promoting and facilitating various aspects of our surrounding communities.

In terms of provisions of section 135 of the Companies Act, 2013 the company has constituted the CSR Committee as on 14th March, 2024 comprising of Mr. Jinen Ghelani- chairman, Mrs. Neha Ghelani - member and Mr. Umesh Patel- Member.

However, on 16th May, 2024 Mr. Umesh Patel (DIN: 07964920) Non-executive Independent Director of the company was resigned from the post of Directorship. And Hence, the CSR committee was reconstituted as follow;

Mr. Jinen Ghelani- chairman, Mrs. Neha Ghelani -Member and Mr. Brijesh Kumar Misra- Member

The Company has spent an amount of Rs. 10,00,000/- for CSR activities.

The Annual Report on CSR Activities is annexed herewith as â Annexure-Fâ. The Policy on CSR is available on the website of the Company at https://primefreshlimited.com/wp-content/uploads/2024/05/CSR-Policy-Prime-Fresh-Limited.pdf.

VIGIL MECHANISM:

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee. The details of Vigil Mechanism are displayed on the website of the Company www.primefreshlimited.com;

NOMINATION AND REMUNERATION POLICY:

The Company has in place the Nomination and Remuneration Policy which lays down the criteria for appointment, evaluation of performance of directors and remuneration of Director, Key managerial Personnel, Senior Management Personnel and other employees and Company has taken necessary approval/recommendation, wherever required, from Nomination and Remuneration Committee in terms of the policy. Nomination and Remuneration Policy is disclosed on the website of the Company At www.primefreshlimited.com; currently, no compensation is paid to the Non- Executive Directors of the Company except for the sitting fees as per provisions of Companies Act, 2013.

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report.

DETAILS OF COMPLAINTS RECEIVED AND REDRESSED:

During the F.Y. 2023-2024, Company has not received any complaints from any shareholders. Further the Complaints received from Dimple Khetan as mentioned in earlier Annual Report of F.Y. 2017-18, SEBI has disposed this complaint and ROC has not found any violation and error in said Transaction and currently the matter is under sub Judice at Andheri court and Hon''ble NCLT Ahmedabad. The Framing of Charges is also not done yet. The Complainant has not been able to provide any concrete evidence or any meaningful document (even after 5 years of her complaint) at any of the forums for the matter to progress to the next stage.

EVALUATION OF BOARD PERFORMANCE:

The Company has taken various measures for obtain commitment by all board members to the process of performance evaluation by means of set performance criteria ,plan the process and gather the information, discuss and interpret the data, develop a plan of follow-up; identify areas for change and set goals for effective performance of the board members & individual Director also.

CERTIFICATION:

During the year under review, the Company having the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. FSSAI Central & state License

2. APEDA Recognition

3. IEC: Import Export Code

4. ISO 9001:2015

5. DUNS Registered

COMPLIANCE WITH THE SECRETARIAL STANDARD

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

OTHER REGULATORY REQUIREMENTS:

The Company has been complied with all regulatory requirements of central government and state government and no order has been passed by the regulatory authority which has impact the going concern status & company''s performance in future.

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

There have been no material changes and commitments affecting the financial position of the Company which have occurred after 31st March, 2024 and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there is no such application made or any proceedings pending under Insolvency and Bankruptcy Code, 2016.

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely âwww.primefreshlimited.comâ containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

DETAILS OF THE DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE TAKING A LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS

During the year under review, the Company has not done any kind of one time settlement and valuation from the Bank or Financial Institutions.

ACKNOWLEDGEMENT AND APPRECIATION:

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the

company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Banks, Financial Institutions, Government Authorities, Agricultural and Processed Food Products Export Development Authority (APEDA), FSSAI and all other well-wishers, for their timely support.

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

Prime Customer Services Limited,

The Directors are pleased to present the 11^th Annual Report on the Business and Operation of the Company along with the Audited Statement of Accounts the Financial Year ended on 31^st March, 2018.

FINANCIAL PERFORMANCE:

The highlights of the financial results for the financial year 2017-18 are as follows: (In Rs,)

PARTICULARS	YEAR ENDED 31.03.2018	YEAR ENDED 31.03.2017
Revenue From Operations	36,11,60,805	23,86,82,742
Other Income	80,812	2,57,844
Total Revenue	36,12,41,617	23,89,40,586
Profit before Financial Expenses, Preliminary expenses, Depreciation and Taxation	1,75,16,167	97,14,465
Less: Financial expenses	19,09,451	29,92,513
Less: Depreciation & Preliminary Expenses	16,41,388	19,86,952
Profit Before Taxation	1,39,65,328	47,35,000
Less: Provision for current tax	41,30,640	17,07,900
Add / (Less): Deferred tax	1,70,284	2,13,559
Profit After Taxation	1,00,04,972	32,40,659
Less: Proposed Dividend	NIL	6,98,600
Less: Tax on Dividend	NIL	1,42,218
Add/(Less): Surplus Brought Forward from previous year	37,51,123	78,07,282
Transfer to reserves	NIL	NIL
Balance carried over to Balance Sheet	4,02,21,149	37,51,122

REVIEW OF OPERATIONS:

The Company has reported income from operation during the year is Rs, 36,11,60,805 as compared to the previous year''s income from operation of Rs, 23,86,82,742. The Company has earned net profit before tax of Rs, 1,39,65,328 as against previous year''s net profit before tax ofRs, 47,35,000.

CHANGE OF REGISTERED OFFICE

Pursuant to applicable provisions of Companies Act, 2013 and Rules made there under, The Company has shifted its Registered office from 41/6 8/A Haji Pir Kirvani Dargah, Jamalpur Char Rasta, Nr. Marvadi Chawl, Ahmedabad-38001 to 102, Sanskar -2, Near Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380015 with effect from 1st October, 2017 within the local limit of the city, village or town.

DISCONTINUATION OF WAREHOUSING/COLD-STORAGE FACILITY

The Company has decided to close the warehousing/cold-storage facility situated at Ahmedabad w.e.f 31st July, 2018. The infrastructure, machinery of cold storage & ripening unit seems more viable at other seasonal and permanent collection centers. The cost structure, management bandwidth and other resources allocated to the facility situated at Jamalpur did not yield the desired results. It will reduce the overheads of the Company to considerable level.

DIVIDEND:

No dividend is recommended for the current Financial Year since it is decided to retain its earnings for the future growth of the Company.

USE OF PROCEEDS:

The equity shares of the Company were listed on BSE-SME platform on March 31, 2017. Pursuant to Initial Public Offering (IPO), 4,50,000 equity shares of Rs. 10 each were allotted at a premium of Rs. 50 per share along with offer for sale of

7,64,000 equity shares by the selling shareholders. The details of utilization of IPO proceeds are as follows:

Particulars	Object of the issues as per the prospectus	Utilization till 31.03.2018	Amount Pending Utilization
Long-term Working Capital requirement	168.00	192.78	NA
Expenditure for general corporate purpose	64.00	64.00	NA
Share Issue Expenses	38.00	13.22	NA
Total	270.00	270.00	NA

CONSOLIDATED FINANCIAL STATEMENTS:

The accounts of the Florens Farming Private Limited are consolidated with the accounts of the Company in accordance with the provisions of Accounting Standards AS-21 on consolidated financial statement issued by the Institute of Chartered Accountants of India, Companies Act, 2013 read with Schedule III of the Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements are provided in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis for the year under review as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this report as Annexure-"A".

DEPOSITS:

During the year under review, Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act,

2013. The detail of the investments made by Company is given in the notes to the standalone financial statements.

INTERNAL CONTROLS ANDTHEIR ADEQUACY:

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company''s internal control system is commensurate with its size, scale and complexities of its operations.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There was no case of sexual harassment reported during the year under review.

CONSERVATION OF ENERGY&TECHNOLOGYABSORPTION:

The Company has taken precautionary steps for conservation of energy & technology absorption by implementing various measures & efforts which improve the productivity of the machineries, improve quality of a product, reduce the cost of a manufacturing and no specific investment has been made in reduction in energy consumption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review foreign exchange earnings or out flow reported as follow:

(InRs,

Particulars	Amount In Foreign currency
Out Flow	NIL
Earning	17,40,657

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

COMPOSITION OF BOARD ANDSTATUTORYCOMMITTEES FORMEDTHEREOF Board of Directors:

The Board of the Company comprises of eight Directors out of which one are Managing Director, three is Whole-time and rest of the Directors are Non-Executive Independent Directors. The maximum gap between any two board meetings is not more than 120 days. During the financial year 2017-18, there were Seven (7) meetings of the board held on 29th May, 2017, 29th June, 2017, 24th August, 2017, 06th October, 2017, 14th November, 2017, 24th November, 2017, and 16th February, 2018.

Name	Attendance at Meetings			Number of other Directorship & Committee Membership / Chairmanship**
Whole-time Director	No. of Board Meetings		Last AGM	Other Directorship*	Committee Membership	Committee Chairmanship
Whole-time Director	Meetings held during Tenure	Meetings Attended	Last AGM	Other Directorship*	Committee Membership	Committee Chairmanship
Mr. JinenGhelani (DIN: 01872929)	7	7	Yes	-	-	-
Mr. Hiren Ghelani (DIN:02212587)	7	3	Yes	-	-	-
Mrs. Neha Ghelani (DIN:00197285)	7	6	Yes	-	-	-
Mr. SameerRajguru (DIN: 07198139)	7	0	No	-	-	-
Independent Director
Mr. Brijesh Misra (DIN: 07524535)	7	5	Yes	-	-	-
Mr.MihirManek(DIN:07254045)	7	1	Yes	-	-	-
Mr. Ravi Menon (DIN: 05254365)	7	1	Yes	-	-	-
Mr. Umesh Patel (DIN:07964920)	3	2	-	-	-	-

*Directorships and Committee member/Chairmanship in other companies mentioned above excludes directorships in private limited companies, unlimited companies, foreign companies and companies incorporated under section 8 of the Companies Act, 2013.

**While calculating the number of Membership / Chairmanship in Committees of other companies, Membership / Chairmanship of only Audit Committee and Stakeholders Relationship Committee have been considered pursuant to Regulation 18 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Director is a member in more than ten committees and act as a Chairman in more than five committees across all companies in which he is a Director.

Audit Committee:

During the financial year 2017-18, five (5) meetings of the Audit Committee were held on 29th May, 2017, 24th August, 2017, 14th November, 2017, 24th November, 2017 and 16th February, 2018. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Mihir Manek	Chairman	5	1
2	Mr. Brijesh Misra	Member	5	4
3	Mr. Hiren Ghelani	Member	5	5

Nomination and Remuneration Committee:

During the financial year 2017-18, two (2) meetings of the Nomination and Remuneration Committee were held on 6th October, 2017 and 24th November, 2017. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Ravi Menon	Chairman	2	1
2	Mr. Brijesh Misra	Member	2	2
3	Mr. Mihir manek	Member	2	2

Stakeholders Relationship Committee:

During the financial year 2017-18, 4(Four) Stakeholders Relationship Committee were held on 29th May, 2017, 24th August, 2017, 14th November, 2017 and 16th February, 2018. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No.	Name	Designation	Meetings held during Tenure	Meetings Attended
1	Mr. Brijesh Misra	Chairman	4	4
2	Mr. Ravi Menon	Member	4	2
3	Mr. Mihir Manek	Member	4	2

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Changes in Composition of Board of Directors:

Mr. Umesh Patel (DIN: 07964920) was appointed as Additional Independent Director of the Company at the Board Meeting held on 6th October, 2017.

2. Independent Directors

Mr. Mihir Manek, Mr. Ravi Menon, Mr. Brijeshkumar Misra and Mr. Umesh Patel, Independent Directors have submitted their declarations of independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided inSection 149(6) of the Companies Act, 2013.

3. Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Hiren Ghelani (DIN: 02212587) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The board recommends his appointment.

4. Profile of the Directors seeking appointment / reappointment:

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Particulars of the Director retiring by rotation and seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 11th Annual General Meeting.

5. Changes in other Key Managerial Personnel

i) Ms. Kruti Sheth resigned from the office of Company Secretary of the Company w.e.f. 12th October, 2017.

ii) Mrs. Shivangi Shah was appointed as Company Secretary of the Company w.e.f. 24th November, 2017. and there was no other appointment or cessation of key managerial personnel during the financial year.

DIRECTORS'' RESPONSIBLE STATEMENT:

In accordance with the provisions of the Section 134 of the Companies Act, 2013, the directors confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to 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 and loss 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 this 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 were operating effectively; and

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

LISTING

The equity shares of our Company are listed on SME platform of BSE and the Company has paid the annual listing fees for the FY 2018-19.

RELATED PARTYTRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

AUDITORS:

The observations made in their report and dealt with in the notes forming part of the Accounts at appropriate places are self-explanatory.

M/s O. P. Bhandari & Co., Chartered Accountants (Firm Registration No: 112633W), Ahmedabad were appointed as the Statutory Auditor of the Company at the 9th Annual General meeting for a period of five years from the conclusion of the 9th Annual General Meeting until the conclusion of 14th Annual General Meeting of the Company subject to ratification of their appointment by the shareholders of the Company at every following Annual General Meetings, be and is hereby ratified for the balance term and accordingly they continue to hold office from the conclusion of the 9th Annual General

Meeting until the conclusion of the 14th Annual General Meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit."

The Ministry of Corporate Affairs vide its notification dated 7th May, 2018 had omitted first proviso to section 139(1) regarding ratification of appointment of auditors by members at every annual general meeting. Therefore, the Resolution for the ratification of M/s O. P. Bhandari & Co., Chartered Accountants (Firm Registration No: 112633W), by members at Annual General Meeting is not taken for approval of Shareholders in the ensuring Annual General Meeting.

INTERNAL AUDITORS:

M/s RDT & Co. resigned from the office of Internal Auditor of the Company w.e.f 24th November, 2017 due to preoccupation. M/s DBD & Associates, Chartered Accountants (Firm Registration No. 145761W) has been appointed as Internal Auditor of the Company w.e.f 24th November, 2017 pursuant to provisions 138 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

COST AUDIT REPORT:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit the cost records of the Company.

SECRETARIAL AUDIT REPORT:

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return inform MGT-9 is annexed herewith as "Annexure C". BUSINESS RISK MANAGEMENT:

The Company has implemented various policies from ground level to the top level management for identifying the risk, measuring the same and takes corrective measures for managing the risk.

PARTICULARS OF EMPLOYEES:

The details related to employees and their remuneration as required under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure ''D'' to this Board''s Report. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as no employee falls under the threshold provided therein.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of Companies Act, 2013 for implementing Corporate Social Responsibility Policy, constitute committee and expenditure thereof is not applicable to the Company.

VIGIL MECHANISM:

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee. The details of Vigil Mechanism are displayed on the website of the Company www.primecustomer.co.in.

POLICIES:

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPSI

4. Person Authorized for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

All the above policies have been displayed on the website of the Company viz www.primecustomer.co.in

The Nomination and Remuneration policy posted on the website of the Company currently, no compensation is paid to the Non-Executive Directors of the Company except for the sitting fees as per provisions of Companies Act, 2013.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India

CORPORATE GOVERNANCE:

DETAILS OF COMPLAINTS RECEIVED AND REDRESSED:

Though the Company has not received any complaint from any existing/IPO shareholders, Ms. Dimple Khetan (shareholder prior to 6th January, 2016), Non-Shareholder, has made multiple complaints to multiple authorities including MCA, SEBI, ROC Ahmedabad, EOW, BSE, Honourable NCLT Ahmedabad Bench, etc., against the Company stating that she did not sell her 28,000 shares during CY 2015. Over & above, multiple complaints made, she has lodged a police complaint with Amboli Police Station, Jogeshwari. In result of which, Mr. Hiren Ghelani and Mr. Sameer Rajguru, Whole time Directors of the Company were arrested on 14th May, 2018 and got the Bail on 28th May, 2018. The Directors and Company are attending and replying to each of the authorities with a copy to Ms. Dimple Khetan. Other than this, The Company has not received any complaint from any of the shareholder of the Company.

EVALUATION OF BOARD PERFORMANCE:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, The Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

CERTIFICATION:

During the year under review, the Company having the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. FSSAI

2. APEDA Recognition

3. IEC: Import Export Code

TRANSFERTO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do apply as there was dividend declared and paid in last seven years. The Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount remained unclaimed from the date it became due for repayment.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and state government and no order has been passed by the regulatory authority which has impact the going concern status & company''s performance in future.

MATERIAL CHANGESANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Company altered its Main Object Clause of the Memorandum of Association of the Company through shareholdersâ approval by Postal Ballot and the same became effective w.e.f 2nd April, 2018 to enter into business of bakery products. The Company incorporated the wholly owned subsidiary as Florens Fresh Supply Solutions Private Limited dated on 2nd May, 2018 to enter into business of all kinds of food stuffs and processing food products. There have been no other material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2018 and the date of this Report.

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

CHANGESAFTERBALANCESHEETDATE:

- Change in nature of business, if any and future outlook:

During the year under review, The Company altered its Main Object Clause of the Memorandum of Association of the Company through shareholdersâ approval by Postal Ballot and the same became effective w.e.f 2nd April, 2018. Through the said alteration, the Company added one new object to its main object clause apart from the existing ones. The Company also adopted new set of Memorandum of Association which is in consonance with the Companies Act, 2013 and new amendments.

- Current Details of Holding/Subsidiary Companies:

During the current year the Company incorporated the wholly owned subsidiary as Florens Fresh Supply Solutions Private Limited dated on 2nd May, 2018 under Companies Act, 2013. Florens Fresh Supply Solutions Private Limited has not commenced any business operations yet.

ACKNOWLEDGEMENT AND APPRECIATION:

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the Company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Banks, Financial Institutions, Government Authorities, Agricultural and Processed Food Products Export Development Authority (APEDA), FSSAI and all other well-wishers, for their timely support.

For & on Behalf of the BOD of Prime Customer Services Limited

Date : 13th August, 2018

Place :Ahmedabad Jinen Ghelani

Chairman, Managing Director and CFO

(DIN: 01872929)

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