Prime Fresh Ltd Directors Report

To,

The Members,

Prime Fresh Limited

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		Consolidated
	For the year ended		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 COMPANYS 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 years 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 years 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 years 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 "A".

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 Companys 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 held during Tenure	Meetings Meetings Attended	Last AGM	Other Directorship**	Committee Membership	Committee Chairmanship
Managing Director & CFO
Mr. Jinen Ghelani	4	4	Yes	-	1*
Whole-time Director				-	-	-
Mr. Hiren Ghelani	4	4	Yes	-	1	-
Mrs. Neha Ghelani*	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	1*
Mr. Umesh Patel*	1	1	No	-	1*	1*
Mr. Shekhar Mennon	4	4	Yes	2	1	3
Ms. Khyati Bhavya Shah*	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^th January, 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 **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 2024-25, Four (4) Audit Committee Meetings were held on 16^th May, 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. Umesh Patel*	Chairman	1	1
2	Mr. Ravi Menon*	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^th May, 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 Patel*	Member	1	1
4	Mr. Mayur Thakkar*	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 Patel*	Member	1	1
4	Mr. Jinen Chandrakant Ghelani*	Member	3	3

*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

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^th January, 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;

• 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.

• 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.

• 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.

• 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

• 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^st March, 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 (c) any person whether or not including persons referred in (a) and (b) above (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 Primes 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 arms 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 "Annexure: C"

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- "D" 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 ‘E to this Boards 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 "Prime Fresh Limited- employee Stock Option Plan 2024" 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 2024-25 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.

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 Groups 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 Companys 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 "Annexure-F". 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 Companys 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 Companys 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 & companys performance in future.

MATERIAL CHANGES:

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

• 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 Honble 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 Honble 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 its statutory rights and filed an appeal against the order passed by the Honble 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 Companys 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 "www.primefreshlimited.com" 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)