Prima Agro Ltd Directors Report

To

The Members of Prima Agro Limited,

It is our privilege to present to you the 39 th Annual Report for the Financial Year 2025-26 on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31 st March 2026. This year has been marked by substantial achievements that will define the future of our company. Despite notable challenges, we have maintained our dedication to excellence and innovation in the Cattle Feed industry.

GLOBAL ECONOMY AT PRESENT

The global economy during the year under review continued to navigate a complex business environment marked by geopolitical conflicts, persistent inflationary pressures in certain regions, supply chain realignments, and increasing trade protectionism. The imposition of reciprocal tariffs and the escalation of trade disputes among major economies contributed to heightened uncertainty in global trade, affecting commodity prices, logistics costs, investment decisions, and cross-border supply chains. While these developments created challenges for businesses worldwide, they also encouraged diversification of supply chains and presented new opportunities for emerging manufacturing economies such as India.

INDIAN ECONOMY AT PRESENT

Against this backdrop, the Indian economy continued to demonstrate resilience and remained among the fastest-growing major economies in the world. Strong domestic demand, sustained public investment in infrastructure, prudent fiscal and monetary policies, and continued policy reforms supported economic growth despite external uncertainties. Government initiatives such as Make in India, Atmanirbhar Bharat, the Production Linked Incentive (PLI) Scheme, Digital India, and continued support for agriculture and allied sectors have strengthened Indias manufacturing ecosystem and enhanced its competitiveness. India is increasingly being viewed as a preferred global manufacturing and sourcing destination as multinational companies diversify their supply chains.

Sector-wise Outlook of the Indian Economy:

Agriculture and Allied Sectors:

The agriculture sector continues to be a key pillar of the Indian economy, supported by favourable government policies, increasing mechanisation, improved irrigation, and technological interventions. The livestock and dairy sectors continue to witness steady growth, driven by rising demand for milk and dairy products, improved breeding practices, and greater adoption of scientific animal nutrition. These trends are expected to sustain demand for quality cattle feed and allied products.

Manufacturing Sector:

Indias manufacturing sector continues to benefit from policy initiatives such as Make in India, Atmanirbhar Bharat, and the Production Linked Incentive (PLI) Scheme. The ongoing diversification of global supply chains and increasing investments in domestic manufacturing are expected to strengthen industrial production and enhance Indias position as a global manufacturing hub.

Infrastructure and Construction:

Continued Government expenditure on roads, railways, ports, airports, logistics, and urban infrastructure is expected to support economic growth and improve industrial competitiveness.

Infrastructure development is also expected to generate higher employment and stimulate demand across several industries.

Services Sector:

The services sector remains the largest contributor to Indias Gross Domestic Product, led by information technology, financial services, telecommunications, healthcare, tourism, logistics, and professional services. Continued digitalisation and technology adoption are expected to drive sustained growth in this sector.

Energy and Renewable Energy:

India continues to accelerate investments in renewable energy, including solar, wind, green hydrogen, and bioenergy, while strengthening conventional energy infrastructure. The transition towards cleaner energy sources is expected to create significant investment opportunities and support sustainable industrial growth.

Rural Economy and Dairy Sector:

Government support for agriculture, rural infrastructure, livestock development, and dairy farming is expected to strengthen rural incomes and increase demand for scientifically formulated cattle feed. Rising awareness of animal health and productivity, coupled with the expansion of organised dairy farming, presents significant long-term opportunities for the cattle feed industry.

The livestock and dairy sectors continued to play a pivotal role in Indias rural economy, supported by increasing milk production, greater adoption of scientific feeding practices, rising awareness of animal nutrition, and the steady expansion of organised dairy farming. These structural trends continue to provide long-term growth opportunities for the cattle feed industry. However, fluctuations in agricultural commodity prices, volatility in the availability and cost of key raw materials, and changing global trade dynamics continued to pose operational challenges for the industry.

Indias dairy and livestock sector continues to offer significant growth opportunities, supported by rising milk consumption, increasing adoption of scientific feeding practices, Government initiatives for livestock development, and improving rural incomes. The long-term fundamentals of the cattle feed industry remain strong, although the sector may continue to experience short-term challenges arising from commodity price volatility, climate-related risks, and evolving global trade dynamics.

Overall Outlook

Despite uncertainties arising from geopolitical developments, global trade tensions, tariff-related issues, and commodity price volatility, Indias strong domestic demand, stable macroeconomic fundamentals, policy reforms, and expanding industrial base position the country for sustained long-term growth. The Company expects these favourable economic and sectoral trends to support future business opportunities while continuing to monitor external risks and market developments.

STATE OF THE COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the financial year under review, your Company recorded a satisfactory operational and financial performance despite a challenging business environment marked by volatility in agricultural commodity prices, rising logistics costs, and uncertainties arising from global geopolitical developments and trade tariff measures.

The Company achieved a revenue from operations of ^10.47 crore as against ^10.11 crore in the previous financial year, registering a slight growth. The financial year 2025-26 witnessed a positive improvement in the Companys financial performance, supported by steady growth in revenue and continued emphasis on operational efficiency and cost optimization. During the year under review,

the Company reported a net loss of ^5.93 Lakhs as compared to a net loss of ^45.20 Lakhs in the previous financial year, representing a substantial reduction in losses.

During the year, the Company manufactured 74236.050 metric tonnes of cattle feed, compared to 73722.850 metric tonnes in the previous year.

The growth in revenue was primarily driven by increased demand from Our Channel Partners involvement in expansion of the dealer network, improved product acceptance, and sustained customer confidence in the Companys quality standards despite fluctuations in the prices of maize, soybean meal, rice bran, and other key raw materials.

Looking ahead, the Company aims to achieve a revenue growth of 10-12% during the next financial year by introducing value-added feed products, and improving manufacturing efficiencies. The Company also plans to enhance automation, optimize energy consumption, and continue investing in product innovation and research.

The Directors remain confident that the Companys strong brand reputation, diversified product portfolio, experienced management team, and prudent financial management will enable it to capitalize on emerging opportunities and deliver sustainable long-term value to its shareholders and other stakeholders.

As a socially responsible corporate citizen, Prima Agro Limited is committed to contributing meaningfully to the national economy. Our mission aligns with the broader goal of inclusive growth, aiming to generate lasting economic value, promote employment, and support the development agenda of the nation.

1. KEY FINANCIAL HIGHLIGHTS

The financial performance of your Company during the Financial Year 2025-2026 is produced below:

Financial Highlights (Statement of Profit and Loss) ^ (figures in million)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operation	104.72	101.09	104.72	101.09
Other Income	11.83	15.81	11.83	15.81
Total Income	116.55	116.90	116.55	116.90
Less: Depreciation and amortization expense	7.50	7.15	7.50	7.15
Less: Other expenses	109.29	111.17	109.29	111.17
Profit before Exceptional Items	(0.24)	(1.42)	(0.24)	(1.42)
Add/(Less): Exceptional items and Prior Period item	(0.00)	(1.13)	(0.00)	(1.13)
Profit Before Tax	(0.24)	(2.55)	(0.24)	(2.55)
Less: Tax expense	0.35	1.97	0.35	1.97
Net Profit for the Year	(0.59)	(4.52)	(0.59)	(4.52)
Paid up equity share capital (No. of shares) (Face value per share Rs.10 each)	5.195	5.195	5.195	5.195
Earnings per equity share from continuing operations (Basic)	(1.27)	(2.02)	(1.27)	(2.02)
Earnings per equity share from continuing operations (Diluted)	(1.27)	(2.02)	(1.27)	(2.02)

The financial year 2025-26 witnessed a positive improvement in the Companys financial performance, supported by steady growth in revenue and continued emphasis on operational efficiency and cost optimization. During the year under review, the Company reported a net loss of ^5.93 Lakhs as compared to a net loss of ^45.20 Lakhs in the previous financial year, representing a substantial reduction in losses.

The improvement in financial performance was primarily attributable to better operating performance, improved cost management, enhanced operational controls, and focused efforts towards improving overall efficiency. The Company continued to take proactive measures to optimize resources, strengthen business processes, and improve productivity across its operations.

The management remains committed to further strengthening the Companys financial position through disciplined cost management, operational excellence, strategic initiatives, and sustainable business practices. The Company is confident that these continued efforts, coupled with improving market opportunities, will support a progressive improvement in performance and contribute towards achieving sustainable growth and profitability in the years ahead.

2. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business.

3. SHARE CAPITAL AND CHANGES IN SHARE CAPITAL

The Authorized Share Capital of the Company consists of Equity Capital of Rs. 7,00,00,000/- (Rupees Seven Crore Only) divided into 70,00,000 Equity Shares of Rs. 10/- each and Preference Capital of Rs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 Preference Shares of Rs. 10/- each.

The Paid-up Share Capital of the Company consists of Equity Capital of Rs. 5,19,49,000/- (Rupees Five Crore Nineteen Lakhs Forty-Nine Thousand Only) divided into 51,94,900 Equity Shares of Rs. 10/- each and Preference Capital of Rs. 6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000 Preference Shares of Rs. 10/- each.

There were no changes in the Equity Share Capital of the Company during the year under review. Further, report that:

a. The Company has not bought back any of its securities during the year under review.

b. The Company has not issued any Sweat Equity Shares during the year under review.

c. No Bonus Shares were issued during the year under review.

d. The Company has not provided any Stock Option Scheme to the employees.

e. The Company has not issued any Equity shares with Differential Rights.

f. The Company had extended the redemption period of the Preference Shares due for redemption from 13 years to 20 years after obtaining the written consent of the Preference Shareholder, Ayyappa Roller Flour Mills Ltd, holding 100% of the Preference Shares of the Company. These shares were originally issued on 12 th April, 2013 and are now due for redemption on 11 th April, 2033. The extension of the redemption period was approved by the members at the 38 th Annual General Meeting in accordance with the provisions of Section 55(3) of the Companies Act, 2013, which permits the redemption of preference shares within a period of up to 20 years from the date of their issue.

4. DEPOSITS

Your Company has not invited any deposits from public and shareholders in accordance with the provisions of Section 73 and 74 of the Companies Act, 2013.

5. DIVIDEND

With a view to conserve the resources of the Company, the Directors do not recommend any dividend on Equity Shares or Cumulative Redeemable Preference Shares for the year under review.

The Company does not have a Dividend Distribution Policy in place, as the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to formulation of Dividend Distribution Policy are not applicable to the Company.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

During the period under review, your Company has not declared any dividend on its Equity Shares or Cumulative Redeemable Preference Shares.

As on 31 st March, 2026, there are no declared or unpaid dividends, and accordingly, no amount was required to be transferred to the Investor Education and Protection Fund (IEPF) during the year under review.

7. AMOUNTS TRANSFERRED TO RESERVES

During the year under review, no amount has been transferred to the General Reserve of the Company.

8. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 185 & 186 OF THE COMPANIES ACT. 2013

Your company has not given directly or indirectly any loan to any person or other body corporate or has given any guarantee or provided security in connection with a loan to any other body corporate or person; and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more during the Financial year 2025-26.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions entered into during the Financial Year under review were in the ordinary course of business and on an arms length basis. Further, the Company has a process in place for periodic review and monitoring of Related Party Transactions.

The Related Party Transactions entered into during the Financial Year 2025-26 were reviewed and approved by the Audit Committee and subsequently was approved by the Board of Directors. The ratification of such Related Party Transactions shall be placed before the members for their approval at the ensuing Annual General Meeting.

Further, the estimated Related Party Transactions proposed to be entered into during the Financial year 2026-27 have been reviewed and approved by the Audit Committee and the Board of Directors, and the same shall be placed before the members for their approval at the ensuing Annual General Meeting, wherever required under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has entered into contracts or arrangements with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure I.

The information required under Regulation 23 of the SEBI Listing Regulations read with SEBI Circulars is provided as Annexure A and Annexure B to the Notice of the 39 th Annual General Meeting.

10. SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

Your Company does not have any subsidiaries, joint ventures or associate companies.

11. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the Financial year ended 31 st March, 2026 shall be made available on the Companys website at www.primaagro.in upon its filing. The Annual Returns for the preceding financial years continue to be available on the Companys website.

12. SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standards.

13. LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited.

14. INTERNAL AUDITORS

The Company has appointed M/s. G. Joseph and Associates, Chartered Accountants (FRN: 006310S), as the Internal Auditor of the Company for the Financial Year 2025-26 and they continue to be the Internal Auditors of the Company for the Financial Year 2026-27. The Internal Audit Reports for the Financial Year 2025-26 were reviewed and considered by the Audit Committee and the Board of Directors.

15. STATUTORY AUDITORS

M/s. Grandmark & Associates, Chartered Accountants (Firm Registration No. 011317N) were appointed as the Statutory Auditors for the term of five consecutive years, from the conclusion of the 35 th Annual General Meeting till the conclusion of the 40 th Annual General Meeting to be held in the year 2027 to examine and audit the accounts of the Company during the said period. Your Company has received confirmation from the Statutory Auditors to the effect that their appointment, is in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Statutory Auditors report for Financial Year 2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards Report, except for the remarks and the corresponding management explanations provided in Note 19 of the Boards report. Also, the Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

16. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. BVR & Associates Company Secretaries LLP (FRN: AAE-7079), Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for a first term of five years commencing from 01 st April, 2025 to 31 st March, 2030. The said appointment was approved by the shareholders at the 38 th Annual General Meeting of the Company held on 15 th September, 2025.

M/s. BVR & Associates Company Secretaries LLP have confirmed that they are not disqualified from being appointed as Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. The Secretarial Audit Report for the Financial Year 2025-26 in Form MR-3, issued by M/s. BVR & Associates Company Secretaries LLP, is annexed to this Report as Annexure II.

The Secretarial Audit Report and Secretarial Compliance Report for the Financial Year 2025-26 do not contain any qualification, reservation, adverse remark or disclaimer. Further, during the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Companies Act, 2013 and accordingly, disclosure under Section 134(3)(ca) of the Act is not applicable.

17. COST AUDITORS

Your Company does not fall within the purview of the eligibility criteria prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the appointment of a Cost Auditor for the Financial Year 2025-26. Accordingly, a cost audit was not conducted for the said year. However, the Company continues to maintain adequate cost records in compliance with the requirements of the aforementioned rules.

18. BOARD MEETINGS

During the Financial Year 2025-26, your Company convened Four Board Meetings on the following dates: 27 th May 2025, 04 th August 2025, 12 th November 2025 and 12 th February 2026. Detailed disclosures regarding Board Meetings and Committee Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

19. EXPLANATION TO STATUTORY AUDITORS REMARKS

The Statutory Auditors have issued an Unqualified Audit Report for the financial year 2025-26, with certain Emphasis of Matters as follows:

SI No Emphasis of Matters	Management Reply
1. We draw your attention to Note-13 of the financial statements, which states that total outstanding dues of micro, small and medium enterprises and total outstanding dues of payables other than micro, small and medium enterprises are not separately disclosed since no intimations has been received from the vendors in this regard.	As on the reporting date, the Company had not received the requisite declarations/ intimations from certain vendors regarding their MSME status. Accordingly, it was not practicable to separately disclose the outstanding dues relating to MSMEs and other creditors. The Company has therefore disclosed this fact appropriately in Note 13 to the financial statements.
2. We draw your attention to Note-12 and Note-20 of financial statements and Key accounting judgments, Estimates and assumptions in Significant accounting policies & Notes forming part of accounts, which states that computation as per Ind AS 19 Employee Benefits has not been applied for accounting for gratuity and other employee benefits. The gratuity has been accounted for the year on the basis of the completed service tenure of the employees as per companys own computation and ex-gratia has also been accounted for the year as per the companys own computation.	The Company has recognized gratuity and ex- gratia liability based on its internal computation, taking into consideration the completed years of service of eligible employees. Considering the size and nature of the Companys operations, Management is of the view that the amount so recognized reasonably reflects the liability as at the reporting date and that any difference arising from an actuarial valuation would not be material to the financial statements.
	The Company acknowledges the requirements of the applicable Accounting Standard on Employee Benefits and will evaluate obtaining an actuarial valuation and aligning its accounting policy with the prescribed requirements in future reporting periods, where considered appropriate.
3. We draw your attention to Note-11(b) of financial statements and Note- 23(2.3)(e) in Significant accounting policies & Notes forming part of accounts, which states that the preference shares are not measured at amortized cost as required by Ind AS 109 and outstanding financial liability with respect to cumulative preference dividend is not recognized in the financial statements. Further the company has not accounted for the preference dividend payable for the year. The financial impact of the same has not been quantified.	Due to the complexity involved in determining the effective interest rate and measuring the financial liability in accordance with Ind AS 109, the Company has not carried out the requisite computation during the current year. Consequently, the financial liability in respect of cumulative preference dividends and the preference dividend for the year have not been recognized in the financial statements, and the financial impact has not been quantified.
	Management will evaluate the matter in detail and take appropriate steps to ensure compliance with the requirements of Ind AS 109 in future financial reporting periods.
4. We draw attention to Note No. 4 of the financial statements, wherein the Company had incurred business promotion expenses in the previous year and treated the same as deferred expenditure, to be amortized over a period of five years considering the expected future economic benefits arising therefrom, which is not in accordance with the provision of Ind AS.	Management acknowledges the auditors observation that such accounting treatment is not in accordance with the requirements of the applicable Indian Accounting Standards, under which such expenditures are generally required to be recognized as an expense when incurred unless they meet the recognition criteria for an asset. The Company will review the accounting treatment of these expenditures and take appropriate steps to align its accounting policy with the applicable provisions of Ind AS in future financial reporting periods.
5. On verification of MCA portal, it was observed that the company has created charge on its assets in connection with credit facility of Rs. 55,27,392/- availed from KFC for which no outstanding balance in the books of account of the company as on 31st March 2026. However, the said charge is still in existence as per the ROC records as the company has not filed any satisfaction in this regard.	The Company confirms that the credit facility availed from Kerala Financial Corporation (KFC) has been fully repaid, and accordingly there was no outstanding balance in the books of account as at 31 March 2026.
	The charge continues to appear as outstanding in the records of the Registrar of Companies (ROC) as the necessary charge satisfaction forms have not yet been filed. This is a procedural and compliance-related matter and does not affect the Companys financial liability as at the reporting date.
	Management has taken note of the observation and will take the necessary steps to file the requisite forms with the Registrar of Companies to record the satisfaction of charge and update the MCA records at the earliest.

20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchanges earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (accounts) Rules, 2014 as amended from time to time is annexed as Annexure - III and forms an integral part of this Report.

22. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted a Risk Management Policy which provides a framework for identification, assessment, mitigation and monitoring of various risks associated with the business and operations of the Company.

Your Company has voluntarily constituted a Risk Management Committee, the composition, meetings held and other details of which are provided in the Corporate Governance Report forming part of this Annual Report. The Committee periodically reviews the risk assessment and mitigation measures and apprises the Board of Directors regarding the key risks and corresponding mitigation strategies.

The Company has adequate measures in place to identify and manage business and operational risks. The Company has insured its fixed assets against relevant risks to safeguard its interests. The Audit Committee also exercises oversight in respect of financial risks and internal controls.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF D		[RECTORS
Name	DIN	Category
Mr. S K Gupta	00248760	Chairman & Managing Director
Ms. Swati Gupta	00249036	Non-Executive Director & CFO
Mr. Kushagra Gupta	08477477	Non-Executive Director
Ms. Arya Surendran	10625534	Independent Director
Ms. Mayuri Sinha	08915515	Independent Director
Ms. Hemalatha G	10705286	Independent Director

KEY MANAGERIAL PERSONNEL

Name	DIN/Membership Number	Category
Mr. S K Gupta	00248760	Chairman & Managing Director
Ms. Swati Gupta	00249036	Chief Financial Officer
Mr. V R Sadasivan Pillai	F13001	Company Secretary and Compliance Officer

Changes in the Composition of the Board and Key Managerial Personnel:

During the year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

- Ms. Neethu Subramoniyan (DIN: 08788544), Independent Director, resigned from the Board with effect from 18 th November, 2025, due to personal reasons and other professional

commitments, as stated in her resignation letter. The Board noted that there were no other material reasons for her resignation.

- Ms. Sarita Jindal (DIN: 00216222), Non-Executive Director, resigned from the Board with effect from 04 th December, 2025, due to personal reasons, as stated in her resignation letter.

Except for the above, there were no other changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the Financial Year 2025-26.

All the Independent Directors have submitted declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. Based on the declarations and disclosures received from the Directors, Ms. Arya Surendran (DIN: 10625534), Ms. Mayuri Sinha (DIN: 08915515), and Ms. Hemalatha G. (DIN: 10705286) were considered Independent Directors of the Company as on 31 st March, 2026.

The Company recognizes the importance of Board diversity and believes that a diverse Board brings varied perspectives, broader insights, and innovative approaches to decision-making. Such diversity enhances the Boards effectiveness in understanding evolving stakeholder expectations and consumer needs, thereby strengthening the Companys ability to maintain its competitive position.

In the opinion of the Board, the Independent Directors possess integrity, requisite expertise, experience, and proficiency in their respective functional areas. The requirements relating to the online proficiency self-assessment test under Rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 have been complied with within the prescribed timelines, wherever applicable.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Swati Gupta (DIN: 00249036), Non-Executive Director, retires by rotation at the ensuing 39 th Annual General Meeting and, being eligible, has offered herself for reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends her re-appointment.

Brief particulars of the Director proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2), are provided in Appendix 1 to the Notice convening the 39 th Annual General Meeting.

The composition of the Board of Directors and its Committees is available on the website of the Company.

24. COMMITTEES OF THE BOARD

Pursuant to the changes in the composition of the Board of Directors during the year under review, the composition of the Committees was also reconstituted accordingly. Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, CSR Committee and Stakeholders Relationship Committee, its number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this Report. There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

25. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No orders were passed by the authorities which impacts the going concern status and companys operations in future.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

As required under Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report as Annexure-IV.

27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. The internal control is exercised through documented policies, guidelines and procedures. This is periodically reviewed by the Audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons. The adequacy of internal financial controls is included in Management Discussion and Analysis Report (MDAR).

28. DECLARATION BY INDEPENDENT DIRECTORS

The Company has three Independent Directors on Board. The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in sub section (6) of Section 149 of the Companies Act, 2013 and subsequently the same was place at the Board Meeting held on 28 th April 2026.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

As per the Companies Act, 2013, every company having net worth of 500 crore or more, or turnover of 1000 crore or more or net profit of 5 crore or more during the immediately preceding financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the companys three immediately preceding financial years. None of the above criteria become applicable to your Company during the year under review.

30. AUDIT COMMITTEE

Pursuant to the changes in the composition of the Board of Directors during the year under review, the Audit Committee was also reconstituted accordingly.

The Audit Committee comprises of Ms. Hemalatha G (DIN: 10705286), Independent Director as Chairperson, Ms. Swati Gupta (DIN: 00249036), Non-Executive Director and Ms. Arya Surendran (DIN: 10625534), Independent Director as Members.

The Committee had convened four meetings during the period under review. The details of the meetings and attendance of the members are provided in the Corporate Governance Report, which forms part of this Annual Report.

31. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by each Director and accordingly the Board shall decide the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. The Board review the various strategies of the Company and accordingly set the performance objectives for directors, consistent with the varying nature and requirements of Companys business. The Board as a whole shall discuss and analyze its own performance during the year together with suggestions for improvement thereon, pursuant to the performance objectives

32. INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 27 th May, 2025 and 27 th April, 2026 without the attendance of the Non-Independent Directors. The Independent Directors reviewed the performance of the Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Companys Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

33. SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, qualification, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience.

As per the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has formulated a Policy on Remuneration of Director, Key Managerial Personnel & Senior Employees. The web link is disclosed in Annexure V to this report.

34. EVALUATION OF BOARDS PERFORMANCE

The Board has annually evaluated the performance of the Board, its committees and individual Directors including the Chairman of the Board. The Board evaluated the performance of NonExecutive and Independent Directors and their core skills, expertise and competencies.

The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by each Director and accordingly the Board shall decide the appointments, re-appointments and removal of the non-performing Directors of the Company. The Company has accordingly, set the performance objectives for directors, consistent with the varying nature and requirements of Companys business. The Board as a whole shall discuss and analyze its own performance during the year together with suggestions for improvement thereon, pursuant to the performance objectives.

35. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keep its Independent Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The web link is disclosed in Annexure V to this Report.

36. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has put in place a Vigil Mechanism and Whistle Blower Policy in place pursuant to the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and as per Regulation 4(2) (d)(iv) and 34 (3) read with para 10 of part C of Schedule (V) of SEBI (LODR) Regulation 2015. The mechanism also provides for adequate safeguards against victimization of Directors and Employees who avail the mechanism also provides for direct access to the Chairman of the Audit Committee in special cases. Employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor/notified persons. The reports received from any employee will be reviewed by the Audit committee. The Directors and senior management are to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice. The weblink of the policy is available under the list of policies disclosed as Annexure V to the Boards Report.

37. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and has put in place an effective corporate governance system. In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a

Report on Corporate Governance along with Compliance Certificate issued by Practicing Company Secretary of the Company is attached to the Annual Report and forms an integral part of this Report. This certificate will also be sent to the Stock Exchanges, where the shares of the Company are listed, BSE Ltd. along with the Annual report to be filed by the company.

Declaration by CEO/CFO that the Board Members and Senior Management Personnel have complied with the Code of Conduct, [Clause 49 II E (2) of LA] is annexed and also forming part of this report.

38. MANAGERIAL REMUNERATION Remuneration Policy and Disclosure of Remuneration

The Companys Remuneration Policy, formulated pursuant to the provisions of Section 178(3) of the Companies Act, 2013, lays down the guiding principles for the Nomination and Remuneration Committee in identifying persons who are qualified to be appointed as Directors and in determining the criteria for their independence. The Policy is designed to attract, retain and motivate competent professionals by rewarding performance based on the achievement of individual and organizational objectives.

During the Financial Year 2025-26, none of the employees employed throughout the year was in receipt of remuneration of ^1.02 crore or more in aggregate, and none of the employees employed for part of the year was in receipt of remuneration of ^8.50 lakh or more per month, as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The disclosure relating to remuneration, as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Corporate Governance Report and is annexed to this Report as Annexure VI.

The statement containing the names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as a separate annexure.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report and the Financial Statements are being sent to the Members excluding the aforesaid annexure. The said annexure is available for inspection by the Members, and any Member interested in obtaining a copy thereof may write to the Company Secretary.

The Companys Remuneration Policy is available on the Companys website at https://primaagro.in/policies/docs/Remuneration-Policy-Directors.pdf .

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT. 2013

Your Company believes in providing a safe and harassment free workplace for every individual working in the company premises through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. In this light, the company has framed a well-defined policy on Prevention of Sexual Harassment for an employee.

Your Company has constituted an Internal Complaints Committee (ICC) in line and in compliance with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, to consider and resolve any

complaints related to sexual harassment.

During the year under review, the details of cases (if any) filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 is as follows:

- Number of complaints of sexual harassment received in the year	: Nil
- Number of complaints disposed off during the year	: Nil
- Number of cases pending for more than ninety days	: Nil

40. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.

41. BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and the SEBI Listing Regulations are provided in Annexure - V to this report.

42. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby states that:

a) In the preparation of the annual financial statements for the financial year ended 31st March, 2026, the applicable Accounting Standards have been followed and there are no material departures requiring explanation;

b) The Directors have selected appropriate accounting policies and applied them consistently and have 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 as at 31 st March, 2026, and of its profit/loss for the financial year ended on that date;

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

d) The Directors have prepared the annual financial statements on a going concern basis;

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

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

43. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any remuneration or commission from any of its subsidiaries as it is not having any its subsidiaries;

2. There were no frauds reported by the auditors under provisions of the Companies Act, 2013;

3. Issue of equity shares with differential rights as to dividend, voting or otherwise;

4. There were no revisions in the financial statements;

5. Issue of share (including sweat equity shares) to employees of the Company under any scheme as permitted under any provision of Companies Act, 2013;

6. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable;

7. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable; and

8. Compliance with the provisions relating to the Maternity Benefit Act, 1961.

44. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the top one thousand listed entities based on market capitalization are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report, describing the initiatives undertaken by the entity from an Environmental, Social and Governance (ESG) perspective.

During the Financial Year 2025-26, the Company did not fall within the aforesaid threshold of the top one thousand listed entities based on market capitalization. Accordingly, the provisions relating to the inclusion of a Business Responsibility and Sustainability Report in the Annual Report are not applicable to the Company.

45. FINANCIAL AND OPERATIONAL PERFORMANCE

The Financial Statements of the Company for the Financial Year 2025-26 have been prepared in accordance with the provisions of the Companies Act, 2013, the applicable Indian Accounting Standards (Ind AS), and other generally accepted accounting principles in India.

The financial and operational performance of the Company during the year under review is discussed in detail under the Financial Highlights section forming part of this Directors Report.

46. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry. It has taken various steps to improve productivity across organization.

Your Company continued to receive co-operation and unstinted support from the distributors, retailers, stockiest, suppliers and others associated with the Company as its trading partners. The Directors wish to place on record their appreciation for the same and your Company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interest.

47. HUMAN RESOURCES

The Companys HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel. The Company is giving direct employment to about 121 employees as per the payroll as on 31 st March 2026 out of which 52 are permanent staff and 69 are laborers.

48. APPRECIATION

Your Directors take this opportunity to express their sincere gratitude to all stakeholders for their continued trust, confidence and support, which have been instrumental in the Companys performance and growth during the year under review.

The Board places on record its deep appreciation for the valuable cooperation and assistance extended by the Companys bankers, financial institutions, regulatory authorities, government

and non-government agencies. Their continued guidance and support have been invaluable to the Company.

The Directors also acknowledge with gratitude the dedication, commitment and relentless efforts of the employees at all levels. Their professionalism, competence, teamwork and unwavering commitment have been the cornerstone of the Companys achievements and sustained progress.

The Board extends its sincere appreciation to the Companys customers, clients, vendors, suppliers and other business associates for their continued patronage, confidence and enduring business relationship. The Directors also convey their heartfelt thanks to the shareholders for their unwavering faith in the Company and for their continued encouragement and support.

Your Directors remain committed to creating sustainable long-term value for all stakeholders and look forward to their continued association and support in the years ahead.

For and behalf of Prima Agro Limited

Sd/-	Sd/-
Swati Gupta	S.K.Gupta
Director	Chairman & Managing Director
(DIN:00249036)	(DIN:00248760)

Place: Cochin Date: 31.07.2026