Prima Agro Ltd Directors Report

To

The Members of Prima Agro Limited,

It is our privilege to present to you the 38th Annual Report for the Financial Year 2024- 25 on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2025. 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

Global growth is projected at 3.0 percent for 2025 and 3.1 percent in 2026. The forecast for 2025 is 0.2 percentage point higher than that in the reference forecast of the April 2025 World Economic Outlook (WEO) and 0.1 percentage point higher for 2026. Trade tensions and tariffs remain central risks. President Trumps new U.S. tariffs effective August 1, 2025, have temporarily paused, but if re-escalated could shave 0.3 pp of global output in 2026. Monetary policies in advanced economies are cautious: global rate cuts are decelerating. While the Fed holds steady, other central banks like ECB and Bank of Japan show diverging approaches. Inflation is easing globally but remains elevated in the U.S. Expectations are mixed as lingering tariff effects could sustain upward pressure. Global imbalances have widened: current account divergence among major economies could further disrupt trade and capital flows.

India stands out as a growth bright spot IMF projects 6.4% growth in 2025, supported by strong domestic demand, services exports, and infrastructure investment.

The United States is expected to grow at ~1.5 1.9% in 2025, with inflation remaining stubbornly above target. Policy uncertainty and trade pressures pose key risks. For China, growth is forecast to moderate to around 4.4 4.5%, reflecting demographic headwinds, property market weakness, and external trade frictions.

Out-look for the Indian Economy

Indias economy is poised for steady, high growth (~6 %), retaining its status as the worlds fastest-growing major economy. While tariff-related headwinds and market volatility create uncertainties, strong domestic demand, policy stimulus, and infrastructure spending offer solid counterbalance. Strategic reforms and trade diversification will be key to maintaining momentum. As of August 2025, Indias economy continues to maintain its position as the worlds fastest-growing major economy. With projected GDP growth of 6.4% in both 2025 and 2026, India is supported by robust domestic demand, infrastructure investment, and policy reforms. Below is a detailed sector-wise analysis of the Indian economic landscape: 1. Manufacturing Sector

Indias Manufacturing PMI hit 59.1 in July 2025, a 16-month high, signaling strong output. Key drivers include PLI schemes, domestic capex, and defense manufacturing. However, challenges such as export vulnerability due to U.S. tariffs persist.

2. Services Sector

The services sector, including IT, tourism, fintech, and digital payments, is experiencing 6.5 7% growth. While domestic demand is strong, global outsourcing challenges and regulatory issues impact outlook.

3. Agriculture & Rural Economy

Agricultural output is benefiting from a normal monsoon, with projected growth of 3.5 4%. Challenges include weak rural demand and climate sensitivity, though government reforms and MSP revisions offer support.

4. Infrastructure & Construction

Infrastructure is expected to grow at 8 10%, driven by record public investment under Gati Shakti, Bharatmala, and the National Infrastructure Pipeline.

5. Energy & Green Transition

Indias clean energy transition is progressing rapidly, with over 200 GW installed capacity. Sectors like solar, green hydrogen, and EVs show double-digit growth despite financing and grid challenges.

6. Financial Sector

Credit growth (~14.7% YoY) and declining NPAs (4.5%) suggest resilience. RBI policy remains cautious, while fintech and retail investment continue to expand.

7. Real Estate

Real estate, especially in metros, is booming with luxury housing and REITs growing. Affordable housing faces structural challenges. Sector outlook is positive with 5.5 6.5% growth.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK.

The Prima Group of Companies has been built on a strong foundation of trust, nurtured over the past three decades through our unwavering commitment to all stakeholders. The financial year 2024 25 is a testament to our resilience and ability to create enduring value, even amidst challenges. During the year, Prima Agro Limited witnessed a marginal decline in sales, reflecting prevailing market dynamics. The total turnover of the Company stood at Rs. 101.09 million for the financial year 2024 25, as compared to Rs.124.79 million in the previous year. Despite the dip in revenue, the Company continues to focus on operational efficiency, strategic collaborations, and value creation for stakeholders. Animal Feed Division Prima Agro Limited The Animal Feed Division of Prima Agro Limited plays a vital role in the Groups backward integration strategy. A significant portion of the de-oiled cake produced at our group facility is utilized in our Animal Feed Unit through job contract manufacturing. Our plant produces hygienically prepared and packed pellet-form cattle feed using modern technology and skilled processes. The facility is equipped with a fully automated, computerized control system, enabling the production of a diverse range of animal feeds. Through continuous innovation, recipe optimization, and the use of scientifically balanced ingredients, we have consistently met the nutritional and energy needs of livestock including cattle, poultry, and goats. As a result, we have earned a reputation for delivering premium-quality feeds to the domestic market.

Outlook

Looking ahead, Prima Agro Limited is well-positioned for sustainable growth, with a clear vision to deliver exceptional value to its customers. With supportive government policies fostering entrepreneurship, job creation, and economic revitalization, the Company remains confident in its growth trajectory. 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 2024-2025 is produced below: (Statement of Profit and Loss) (figures in million)

Particulars	Standalone		Consolidated
	FY 2024-25	FY-2023-24	FY 2024-25	FY-2023-24
Revenue from operation	101.09	124.79	101.09	124.79
Other Income	15.81	44.21	15.81	44.21
Total Income	116.90	169.00	116.90	169.00
Less: Depreciation and amortization expense	7.15	7.19	7.15	7.19
Less: Other expenses	111.17	114.33	111.17	114.33
Profit before Exceptional Items	(1.42)	47.49	(1.42)	47.49
Add/(Less): Exceptional items and Prior Period item	(1.13)	(24.58)	(1.13)	(24.58)
Profit Before Tax	(2.55)	22.91	(2.55)	22.91
Less: Tax expense	1.97	15.71	1.97	15.71
Net Profit for the Year	(4.52)	7.19	(4.52)	7.19
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)	(2.02)	4.85	(2.02)	4.85
Earnings per equity share from continuing operations (Diluted)	(2.02)	4.85	(2.02)	4.85

The financial year 2024-25 was marked by significant macroeconomic and operational challenges, resulting in a net loss of 4.52 Millions compared to profit of 7.19 Millions during the previous year. This was largely due to elevated input costs, subdued demand in key markets, and strategic investments in marketing and new product lines. The management has already initiated a comprehensive turnaround strategy focused on cost optimization, digital transformation, and margin enhancement. We remain optimistic that these actions will position the Company for sustainable growth in the coming financial years.

2. CHANGE IN NATURE OF BUSINESS

There is no material changes and commitments, affecting the financial position of the company which have occurred between the end of the Financial year of the Company to which the financial statements relate and the date of the report.

3. CHANGES IN SHARE CAPITAL

There were no changes in the share Capital 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 Preference shares due for redemption from 3 years to 13 years after obtaining the written consent form the Preference shareholder, holding 100 % Preference shares of the Company. These shares were originally issued on 12th April, 2013 and is due for redemption on 11th April, 2026. In accordance with Section 55(3) of the Companies Act, 2013, which permits preference shares to be redeemed within a period of up to 20 years, it is now proposed to further extend the redemption period by an additional 7 years, up to 11th April, 2033. This proposal is being placed before the members for approval at the 38th Annual General Meeting, as detailed in the Notice forming part of this Annual Report.

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. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

During the period under review, your Company has not declared any dividend on its Equity Shares. As on March 31, 2025, there are no unclaimed or unpaid dividends, thus eliminating the need for any transfer of funds to the Investor Education and Protection Fund (IEPF).

6. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

Your Company has no subsidiaries, joint ventures or associate companies as provided in the Companies Act, 2013.

7. 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 2024-25. The Company had previously taken an approval from the shareholders for a limit upto 5 crores at the 35th AGM of the Company. Your Company is proposing to raise the threshold to 11 crores and the same is proposed under Item No. 5 of the Notice of the 38th AGM which forms part of this Annual Report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Related Party Transactions that were entered during the financial year under review were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review other than those reported in the accounts. The Company has a process in place to periodically review and monitor Related Party Transactions. All the related party transactions were in the ordinary course of business and at arms length as prescribed under section 188(1) of the Companies Act, 2013. The Audit Committee has approved all related party transactions for the FY 2024-25 and estimated transactions for FY 2025-26. As your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable. The information required under Regulation 23 of the SEBI Listing Regulations read with SEBI Circular dated 22nd November, 2021 is provided as Appendix 2 and 3 of the Notice of 38th Annual General Meeting.

9. DIVIDEND

With a view to conserve the resources of the Company, the Directors are not recommending any dividend for the year under review.

Your Company does not have a Dividend Distribution Policy in place as your Company does not fall under the threshold mentioned under Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) 2015.

10. AMOUNTS TRANSFERRED TO RESERVES

Your Directors do not propose to transfer any amount to General Reserve.

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft Annual Return as on 31st March, 2025 prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your Company at www.primaagro.in.

12. INTERNAL AUDITORS

Your Company has in place adequate internal financial controls with reference to the Financial Statements. Your Company has appointed M/s G. Joseph and Associates (Reg.No. 006310S) as the Internal Auditor for the Financial Year 2024-2025. The Audit Committee had considered and approved its Internal Audit Report for the FY 2024-2025 and the same was reviewed by the Statutory Auditors also. It was further adopted by the Board of Directors at its meeting held on 27th May 2025. Further, M/s G. Joseph and Associates was appointed as the Internal Auditor for the Financial Year 2025-26.

13. 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 35th Annual General Meeting till the conclusion of the 40th 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 the Financial Year 2024-25 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 17 of the Boards report. Also, the Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

14. SECRETARIAL AUDITORS

Your Company has appointed M/s M/s. BVR & Associates Company Secretaries LLP as the Secretarial Auditor for the Financial Year 2024-2025. In line with the recent amendment to the Listing Regulations, the Secretarial Auditors are required to be rotated every ten years. Accordingly, in terms of provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors (the Board), on recommendation of the Audit Committee, at its meeting held on 27th May 2025 appointed M/s. BVR & Associates Company Secretaries LLP (FRN. AAE-7079), Practicing Company Secretaries as Secretarial Auditor of the Company for first term of five years from 01st April 2025 to 31st March 2030 subject to approval by Shareholders in the ensuing 38th Annual General Meeting to hold office till the conclusion of the 42nd AGM of the Company to be held in the year 2030 and to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 throughout the said Financial years.

M/s. BVR & Associates Company Secretaries LLP have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. The report of the Secretarial Auditor for the Financial Year 2024-25 in Form MR-3 is annexed to this report as Annexure I. The Secretarial Audit Report and Secretarial Compliance Report for the Financial year 2024-25, does not contain any qualification, reservation, or adverse remark, except for an observation and the corresponding management explanations provided in Note 17 of the Boards report. During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

15. 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 2024 25. 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.

16. BOARD MEETINGS

During the Financial Year 2024 25, your Company convened five Board Meetings on the following dates: 30th May 2024, 25th July 2024, 11th September 2024, 6th November 2024, and 5th February 2025. Detailed disclosures regarding Board Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

17. EXPLANATION TO AUDITORS REMARKS A) STATUTORY AUDIT REPORT

The Statutory Auditors have issued an unqualified Audit Report for the financial year 2024 25, with certain observations pertaining to related party transactions. With respect to the related party transactions, the observations relate to loans which are well within the limits prescribed under Sections 185 and 186 of the Companies Act, 2013. The Management clarifies that a threshold approval limit of 5 crores was duly approved by the shareholders at the 35th Annual General Meeting of the Company held in the year 2022. Additionally, the observations concerning the transactions under Section 185 have been duly addressed. The Management Representation detailing these matters has been submitted to the Auditors. The specific remarks of the Auditors and corresponding Management explanations are disclosed in the Notes to the Financial Statements forming part of the Balance Sheet as at 31st March, 2025. These notes are self-explanatory and, accordingly, no further comments are required under Section 134(5) of the Companies Act, 2013.

B) SECRETARIAL AUDIT REPORT

(i) The Secretarial Auditors have issued an unqualified Audit Report for the Financial Year 2024-25 except for the following observations:

Observation1.

The Company has complied with the provisions of Equity listing Agreements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with Bombay Stock Exchange. 99.97% of the Promoters shareholding is in Dematerialized form, however it is noted that 700 shares (0.03%) of one of the promoters is yet to be dematerialized. As per the Management representation it is stated that the company has already requested the promoter share holders to dematerialize their physical holding. One such Promoter informed that the corresponding share certificate which was misplaced has been traced out and shall take steps apply for dematerialization of the same.

18. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the reporting year there were no material changes or events occurred affecting the financial position of the Company.

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

The information of Conservation of Energy as required under Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable to the business segments in which your Company operates. However, the initiatives by the Company is detailed out in Annexure-II.

During the year, your Company has not earned any Foreign Exchange and there is no outgo in Foreign Exchange.

20. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted a Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored. Your company has voluntarily constituted a Risk Management Committee and the composition is detailed under Corporate Governance Report which forms part of this Report. The Committee on timely basis informs the Board of Directors about risk assessment and minimization procedures which in the opinion of the Committee may threaten the existence of the Company, if any. The details of Risk Management Committee and its frequency of meetings are included in the Corporate Governance Report. Your Company had insured all its fixed assets to cover all financial risks. The Audit Committee has additional oversight in the area of financial risks and controls.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS

Name	Category
Mr. S.K Gupta	Chairman & Managing Director
Mrs. Swati Gupta	Non-Executive Director & CFO
Mr. Kushagra Gupta	Non-Executive Director
Mrs. Sarita Jindal	Non-Executive Director
Mrs. Neethu Subramoniyan	Independent Non-Executive Director
Mrs. Arya Surendran	Independent Non-Executive Director
Ms. Mayuri Sinha	Independent Non-Executive Director
Mrs. Hemalatha.G	Independent Non-Executive Director
KEY MANAGERIAL PERSONNEL
Name	Category
Mr. S.K Gupta	Chairman & Managing Director
Mrs. Swati Gupta	Chief Financial Officer
Mr. V.R Sadasivan Pillai	Company Secretary

During the year under review the following were the changes in the composition of Board: Ms. Mayuri Sinha (DIN: 08915515) was appointed with effect from 17.05.2024 and Mr. Kushagra Gupta (DIN: 08477477), Mrs. Neethu Subramoniyan (DIN: 08788544), Mrs. Arya Surendran (DIN: 10625534) and Mrs. Hemalatha. G (DIN: 10705286) were appointed with effect from 25.07.2024. Except the above no other changes were made. Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the Board of Directors hereby states that, in its opinion, the independent directors appointed during the financial year possess the requisite integrity, expertise, experience, and proficiency as required for effectively discharging their duties. The Composition of the Board and Committees are made available on the website of the Company. Mr. Kushagra Gupta (DIN: 08477477), Director, retires by rotation at the ensuing 38th Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment on recommendation by the Nomination and Remuneration Committee. Brief details of Directors proposed to be appointed/re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the 38th Annual General Meeting as Appendix 1.

22. BOARD COMMITTEES

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

23. 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.

24. 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 which is annexed to the Boards Report as Annexure III.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Company has four 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 27th May 2025. 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 the same date. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

26. 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.

27. AUDIT COMMITTEE

The Audit Committee comprises of Mrs. Neethu Subramoniyan (DIN-08788544) Non-Executive Independent Director as Chairperson, Mrs. Swati Gupta (DIN-00249036) and Mrs. Arya Surendran (DIN: 10625534) Non-Executive Independent Directors as members. The Committee had convened four meetings during the period under review. The details are given in the Corporate Governance Report, which forms part of this Annual Report.

28. 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.

29. INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 30th May, 2024, 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.

30. 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 IV to this report.

31. 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 IV to this Report.

32. 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 IV to the Boards Report.

33. 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.

34. MANAGERIAL REMUNERATION

The Remuneration Policy for selection of Directors and determining their Independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. None of the employees employed throughout the Financial Year 2024-25 are in receipt of remuneration of Rupees One Crore and Two lakhs or more in aggregate and none of the employees employed for part of the year are in receipt of Rupees Eight Lakhs and Fifty Thousand per month as specified in Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) forms part of the Corporate Governance Report and is annexed to this Report as Annexure V. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. Your Companys policy on directors appointment and remuneration and other matters (“Remuneration Policy”) pursuant to the provisions of Section 178(3) of the Act is available on the website of your Company at: https://primaagro.in/policies/docs/Remuneration-Policy-Directors.pdf

35. 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

36. 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.

37. 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- III.

38. 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 IV to this Report.

39. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm that:

a) in the preparation of the Annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors 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 as at 31st March, 2025 and of the profit/loss of the Company for that period;

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

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

e) 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.

f) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

4. One time settlement of loan obtained from the Banks or Financial Institutions

5. Revision of financial statements and Directors Report of your Company.

6. Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any remuneration or commission from any of its subsidiaries.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

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

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the SEBI Listing Regulations, the Annual Report of top one thousand listed entities based on market capitalization, shall contain the Business Responsibility and Sustainability Report (‘BRSR) describing the initiatives taken by the entity from an environmental, social and governance(‘ESG) perspective. As your company does not fall under the above threshold, it is not required to annex Business Responsibility and Sustainability Report.

42. 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.

43. 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 117 employees as per the payroll as on 31st March 2025 out of which 48 are permanent staff and 69 are laborers.

44. FINANCIAL AND OPERATIONAL PERFORMANCE

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013 and Generally Accepted Accounting Principles in India as detailed out in the financial highlights portion of Directors Report.

45. APPRECIATION

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, and government as well as non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your directors thanks the customers, clients, vendors and other business associates for their continued support in the Companys growth. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

	For and on behalf of the Board
	For Prima Agro Limited
	Sd/-
	S.K.Gupta
Place: Cochin	Chairman and Managing Director
Date : 04.08.2025	(DIN: 00248760)
	Annexure-I