Simran Farms Ltd Directors Report

Dear Shareholders

Simran Farms Limited

On behalf of the Board of Directors (the "Board") of the Company, it gives us an immense pleasure to present the 38th Boards Report, along with the Standalone and Consolidated Audited Financial Statements of Company for the financial year ended March 31, 2025.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS & SUMMARY OF STANDALONE & CONSOLIDATED FINANCIAL

STATEMENTS

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Companys performance highlights and summarized financial results, during the financial year 2024-25 as compared to the previous financial year of the Company are given below:

(Amount In Lakhs Except EPS)

Particulars	Standalone		Consolidated
	Year Ended		Year Ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	83624.22	48868.75	83624.22	48868.75
Total Expenditure	82828.34	48818.0 4	82814.50	48805.74
Pro t/Loss before exceptional & extra-ordinary items and tax	795.88	50.71	809.72	63.01
Exceptional Items	0.00	0.00	0.00	0.00
Pro t/Loss before tax	795.88	50.71	809.72	63.01
Tax Expenses:
a) Less: Current Tax	224.83	11.38	229.75	15.93
b) Less: Tax adjustment relating to previous years	0.15	7.44	0.15	7.44
c) (Add)/Less: Deferred tax (assets) /Liabilities	(8.60)	0.77	(9.80)	(0.30)
Pro t/Loss after tax before comprehensive income	579.50	31.12	589.62	39.94
Other Comprehensive Income	(19.59)	(13.16)	(19.59)	(13.16)
Total comprehensive income for the year	559.91	17.96	570.02	26.78
Paid up Equity Share Capital	379.17	379.17	379.17	379.17
Earnings per share (INR 10/- each)
Basic (in INR)
Diluted (in INR)	15.28	0.82	15.55	1.01
	14.20	0.82	14.45	1.01

1.2 OPERATIONAL AND STATE OF AFFAIRS OF THE COMPANY

The Company is engaged in the business of integrated poultry and poultry farming. The company is mainly focused on integration and consolidation of poultry activities and has arranged large manufacturing set-up for production of poultry feed for self-consumption. Company is an integrated company with expertise across the poultry value chain and its management has vast experience in the poultry industry.

The Companys performance during Financial Year 2024-25 on a standalone and consolidated basis were as follows

A. On Standalone basis

During the year ended March 31, 2025, the Company has achieved total income of INR 83624.22 Lakhs as against INR 48868.75 Lakhs in the previous year. Further, the Company earned a net profit (Before Comprehensive Income) of INR 579.50 Lakhs as compared to INR 31.12 Lakhs in last year. The significant increase in profits can be attributed primarily to the heightened demand for poultry products, improved price realization for broilers, and enhanced operational efficiency. Furthermore, a reduced incidence of disease, better feed conversion ratios, and effective cost management initiatives also played a vital role in boosting productivity and margins, resulting in a robust overall performance for the year. This growth reflects not only higher sales and better price realization but also improved operational performance through efficient farm management, enhanced productivity, and better cost control. The consistent efforts of the management in strengthening processes, optimizing resources, and focusing on quality and efficiency played a key role in achieving these results.

B. On Consolidated basis

During the year under review, total income on consolidated basis was same as Standalone basis i.e. INR

83624.22 Lakhs in comparison to INR 48868.75 Lakhs in previous year. Further, the Companys earned a profit (Before Comprehensive Income) of INR 589.62 Lakhs against profit of INR 39.94 Lakhs in previous year.

2. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the requirement to place copy of Annual Return for the financial year 2024-25 prepared in accordance with Section 92(3) of the Companies Act, 2013 is made available on the website of your Company and can be assessed using the web link i.e. http://simranfarms.com/pdf/notices/form_mgt_7_simran_202425.pdf

3. SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March 2025 stood at INR 379.17 Lakhs. During the year under review, there was no change in capital structure of the Company. Further, the company has not issued any shares with differential voting rights nor granted any stock option or sweat equity shares.

4. PREFERENTIAL ISSUE OF CONVERTIBLE SHARE WARRANTS

Pursuant to the approval of the Board at its meeting held on 14th August, 2024 and approval of the members of the Company at their 37th Annual General Meeting (AGM) held on 12th September, 2024, upon receipt of 25% of the issue price per warrant (i.e. INR 38.75/- per warrant) as upfront payment ("Warrant Subscription Price"), the Company, on 26th October, 2024 has allotted 10,18,300 (Ten Lakhs Eighteen Thousand Three Hundred) convertible share warrants, on preferential basis to the member of Promoter Group of the Company and certain identified non-promoter persons/other entity, at a price of INR

155/- each ("Warrant Issue Price").

Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of INR 10/- (Rupees Ten only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of INR116.25/- per warrant ("Warrant Exercise Price"), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within

18 months from the date of allotment of warrants.

The details of utilization of funds are given hereunder:

(Amount In Lakhs)

Original Object	Modi ed Object, if any	Original Alloca- tion	Modi ed allocation, if any	Funds Utilized	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks if any
Expansion of parent farms and to Meet requirement of working capital for purchase of raw material, parent birds and to develop the broiler farming in other states	Not applica ble	394.59	Nil	394.59	Nil	As on 31st March, 2025, the fund has been fully utilized for the objects or purposes for which the funds have been raised.

Further, as on 31st March 2025, except Mr. Kawaljeet Singh Bhatia and Mr. Gurmeet Singh Bhatia, Whole Time Directors of the Company none of the Directors of the company hold instruments convertible into equity shares of the Company. Details of convertible warrants held by directors are as under:

Name of the Director No. of convertible warrant Mr. Kawaljeet Singh Bhatia 77,132 Mr. Gurmeet Singh Bhatia 60,183

5. NUMBER OF BOARD MEETINGS, COMMITTEE MEETINGS AND GENERAL MEETING:

The Board met 7 (Seven) times during the FY 2024-25, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two Board meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Information on the meeting of Audit Committee, Nomination and Remuneration Committee ("NRC"), Stakeholders Relationship Committee ("SRC") and Finance Committee held during the year are given in the Corporate Governance Report.

Further, 37th Annual General Meeting of the Company for financial year 2023-24 was held on 12th September, 2024, and no Extra Ordinary General Meeting of the Company was held during the financial year 2024-25

Postal Ballot:-

Details of resolutions passed through postal ballot mechanism during the financial year 2024-25 are provided in the section General Body Meetings of the Corporate Governance Report.

6. DIVIDEND

Due to inadequate profit, your Directors have not recommended any dividend for the year under review.

7. AMOUNT TRANSFERRED TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for F.Y. 2024-25 appearing in the

Statement of Profit and Loss. Accordingly, your company has not transferred any amount to General Reserves for the year ended 31st March, 2025.

8. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT

Not applicable since Company has not accepted any deposits, therefore the question does not arise regarding non-compliance with the requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN FROM DIRECTORS

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), during the year, the Company has received unsecured loan of INR 175.00 Lakhs from Mr. Gurmeet Singh Bhatia, Whole Time Director of the Company.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

As on March 31, 2025, your Company has only one subsidiary company in the name of PUREGENE

BIOTECH LIMITED (CIN: U01222MP1999PLC013303).

During the year, Board of Directors had reviewed the affairs of the Subsidiary Company. The Consolidated Financial Statement of your Company is prepared in accordance with Section 129(3) of the Companies Act, 2013 and forms part of this Annual Report.

A separate statement containing salient features of the financial statement of the subsidiary company in accordance with Section 129(3) of the Companies Act, 2013 and rules made there under in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. Also, there has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company containing inter alia the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025, along with relevant documents, has been placed on the website of the Company at www.simranfarms.com. Further, Audited Financial Statements together with related information of the subsidiary company have also been placed on the website of the Company at www.simranfarms.com.

In terms of Section 136 of the Companies Act, 2013 (‘the Act), financial statement of the subsidiary company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

Further, the Company does not have any joint venture or associate company during the year or at any time after the closure of the year ended till the date of the report. Further there are no companies that have become or ceased to be the subsidiary, associate or joint venture of the Company during the financial year 2024-25.

Pursuant to the requirement of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

Further Company has not given any loans/advances to the subsidiary of the Company.

MATERIAL SUBSIDIARY:

During the year under review, Company does not have any material subsidiary company.

10. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the year ended 31st March 2025, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.

The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of this Annual Report.

11. DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

i. Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Kawaljeet Singh Bhatia (DIN: 00401827) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

ii. Change in Directors

During the financial year 2024-25, following changes were made in the Composition of Board of Directors of the Company: -

(i) The Members of the Company, through the Postal Ballot mechanism conducted on 25th June, 2024, approved and confirmed the appointment of Mr. Satinder Pal Singh Bhatia (DIN: 10549648) as a Non-Executive Independent Director of the Company, for a term commencing from 29th March, 2024 and ending on 28th March, 2029 (both days inclusive).

(ii) On the recommendation of Nomination and Remuneration Committee, Mrs. Sherry Mac (DIN: 10736916) was appointed as an Additional Director under the category of Non-Executive Independent Woman Director by the Board of Directors at its Meeting held on 8th August, 2024 for a term of 5 (five) consecutive years commencing from 8th August, 2024 to 7th August, 2029 subject to the approval of the Members at the 37th Annual General Meeting. Later, Members in their 37th Annual General Meeting confirmed the appointment of Mrs. Sherry Mac (DIN: 10736916) as an Independent Non-Executive Woman Director of the Company for a term of 5 (five) consecutive years commencing from 8th August, 2024 to 7th August, 2029.

(iii) Second and final term of Mrs. Jasmeet Kaur Bhatia (DIN: 06949992) had been completed from the close of business hours on 13th August, 2024, consequently she ceased/retired from Directorship of the Company. Your Board places on record its deep appreciation of the valuable contribution made by her during her tenure as an Independent Director of the Company.

Further, during the current financial year 2025-26, the Board of Directors in their Meeting held on 13th August, 2025, considered the resignation of Mr. Kawaljeet Singh Bhatia (DIN: 00401827) from the position of Whole-time Director of the Company with effect from the close of business hours on 13th August, 2025, due to the desire to hold an executive position in another company in the future. However, he will continue as Non-Executive Non-Independent Promoter Director of company liable to retire by rotation.

iii. Key Managerial Personnel

As on 31st March, 2025 the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Harender Singh Bhatia, (DIN: 00509426) Managing Director

2. Mr. Kawaljeet Singh Bhatia, (DIN: 00401827) Whole Time Director (Ceased w.e.f. the close of business hours on 13th August, 2025)

3. Mr. Gurmeet Singh Bhatia, (DIN: 00401697) Whole Time Director

4. Mr. Mahesh Patidar, Chief Financial officer

5. CS Tanu Parmar, Company Secretary and Compliance officer

iv. Change in the Key Managerial Personnel

During the Financial Year 2024-25, on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their Meeting held on 14th August, 2024 considered reappointment of Mr. Harender Singh Bhatia (DIN: 00509426) as a Managing Director and Mr. Kawaljeet Singh Bhatia (DIN: 00401827) as a Whole-time Director of the Company for further period of three years w.e.f 14th August, 2024 to 13th August, 2027 subject to the approval of members in 37th Annual General Meeting. Later, Members in their 37th Annual General Meeting confirmed the re-appointment of Mr. Harender Singh Bhatia (DIN: 00509426) as a Managing Director and Mr. Kawaljeet Singh Bhatia (DIN: 00401827) as a Whole-time Director of the Company for a further period of 3 (three) years w.e.f. 14th August, 2024 to 13th August, 2027.

v. Disqualifications of Directors:

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

12. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration of independence from all the Independent Directors, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended up to the date, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company, to the best of their knowledge, belief, ability and explanation obtained by them, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

c) The Directors had 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) the Directors had prepared the annual accounts on a going concern basis;

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

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

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

14. FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarization Programme for Independent Directors is uploaded on the website of your

Company, and is accessible at: http://www.simranfarms.com/pdf/policy/familirization_programmefitraining_imparted_id_202425.pdf

15. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted on 23rd

May, 2024 in an informal manner without the presence of the Managing Director, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer of the Company.

16. COMMITTEES OF THE BOARD OF DIRECTORS

The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of responsibilities throughout our business. These committees are tasked with governance issues and provide periodic reports to the Board on their activities. Each committee evaluates its effectiveness by reviewing its activities against approved terms of reference in alignment with delegated powers and authority.

The details of Committees of the Board are given below: (i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee (iv) Finance Committee

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

17. 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

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the SEBI Listing Regulations, the performance evaluation of all the Directors, Committees, Chairman of the Board and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

The Independent Directors has also expressed their satisfaction with overall functioning and implementations of their suggestions.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for Independent Directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year.

During the review period, Mrs. Sherry Mac (DIN: 10736916) was appointed as an Independent Director of the Company. The Nomination and Remuneration Committee of the Board, at the time of her appointment, considered that she is a graduate with a Bachelor of Commerce degree from The Bhopal School of Social Sciences. She is currently engaged in her own plywood business, where she oversees general management operations. With a decade of extensive experience in general management, Mrs. Mac effectively supervises a diverse array of business functions, including strategic planning, team leadership, and performance management. Consequently, she is anticipated to bring objective and independent insights to corporate decisions, maintain high ethical standards, and prioritize the interests of all stakeholders.

Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 as amended up to the date. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

18. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE BY COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 186 of the Companies Act, 2013 read with Schedule V of the SEBI Listing Regulations disclosure on particulars relating to Investment are stated in Note No. 3 of Standalone Financial Statement. Further your company has not given any loan or advances in nature of loan to any other Body Corporate or person. During the financial year, no new investments made by the company in securities. However, details of outstanding investments in securities given are disclosed as under:

(Amount In Lakhs)

Name of Company	Nature of Transaction	Investment/Guarantee /Loan provided	Closing value as on 31.03.2025
Simran Hatcheries Private Limited CIN: U01222MP1991PTC006818	Non -Current	Investment in Equity Instruments (Unquoted)	11.89
PUREGENE BIOTECH LIMITED CIN: U01222MP1999PLC013303	Non -Current	Investment in Equity Instruments (Unquoted)	119.65

The above stated investment, loan and Guarantee are within the limits as specified under Section 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at the web-link:

http://www.simranfarms.com/pdf/policy/related_partyfitransaction_policy.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company & Related Parties.

All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis.

All Related Party Transactions entered during the year 2024-25 were in Ordinary Course of the Business and at Arms Length basis. Further the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) Companies (Accounts) Rules, 2014 and the Material Related Party Transactions, i.e. transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower; which were entered during the year by your company have been reported in Form AOC-2 is set out as ANNEXURE-B and form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the Standalone/Consolidated financial statements forming part of this Report & Annual Accounts 2024-25.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 as amended up to the date are given as under:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy: The operations of the Company do not involve substantial consumption of energy in comparison to operational cost. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economizing on the use of power at the farms, hatcheries and offices.

(ii) The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate source of energy, whenever and to the extent possible.

(iii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The Company has neither purchased within India nor imported any technology.

(iv) The expenditure incurred on Research and Development: The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and Outgo

During the year under review, there was neither inflow nor outflow of foreign exchange.

21. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate Internal Controls Systems and the same are reviewed regularly. Beside there are documented policies and procedures to support the system, so that all the applicable rules and regulations are complied with; that all transactions are authorized, recorded and reported correctly and adequately and that all the assets of the Company are safeguarded and there is no unauthorized use thereof. The Audit Committee reviews reports presented by the internal auditors on a routine basis. Further, the Audit Committee maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively.

The Companys internal control system is commensurate with its size, scale and complexities of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India.

However, your Company recognizes that Internal Financial Controls cannot provide absolute assurance of achieving nancial, operational and compliance reporting objectives because of its inherent limitations. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year 2024-25, your Company has not met criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

During the current financial year 2025-26, the Company has under taken to spend on its CSR activities every year, 2% of its average Net Profits during every block of three years. ‘Net Profit shall be calculated in the manner prescribed by the Act and the CSR Rules.

Pursuant to Section 135(9) where the amount to be spent by a Company under sub-section (5) does not exceed Rupees Fifty Lakhs, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. Since the proposed amount of CSR expenditure is less than Rupees Fifty Lakhs, the Company is not required to constitute the CSR Committee and the functions of CSR Committee shall be performed by the Board of Directors.

Further, expenses towards CSR activities will be done in current financial year and will be reviewed time to time. The Companys CSR Policy lays out the vision, objectives and implementation mechanism. Copy of CSR policy is available at the website of the Company at http://www.simranfarms.com/pdf/policy/corporate_socialfiresponsibility.pdf.

The Companys CSR activities have been traditionally focused on education, skill development, health, environment and promoting sustainable practices which shall be part of the schedule VII of the Companies Act, 2013.

23. NOMINATION AND REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS / KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration policy of the Company which laid down the criteria for determining qualifications, competencies, positive attributes, independence for appointment of Directors and remuneration of Directors, KMP and other employees.

Details on the Remuneration Policy are available on the Companys website at web-link:

http://simranfarms.com/pdf/policy/nominationfirenumeration.pdf

The Board of Directors affirms that the remuneration paid to directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as ANNEXURE-C and forms an integral part of the Board Report.

During the year under review, none of the employee of the Company is drawing remuneration more than INR 1,02,00,000/- per annum or INR 8,50,000/- per month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of obtaining above said details may write to the Company Secretary or email at compliance@simranfarms.com

Pursuant to Section 197(14) of the Companies Act, 2013, during the financial year, none of the directors of the Company received any commission from the company nor received any remuneration or commission from the subsidiary company. However No Director was disqualified for receiving any remuneration or commission from the Company/Subsidiary Company during the period under review.

24. DISCLOSURE OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the requirement of Section 177(9) & (10) of the Companies Act, 2013 and Schedule V of SEBI

Listing Regulations, the Company has established a "Whistle Blower Policy" for directors and employees to enable the directors, employees and all stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics and to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee. Further, no person has been denied direct access to the Chairperson of the Audit Committee.

The details of the "Whistle Blower Policy" have been uploaded on the Companys website and can be accessed at the web link: http://simranfarms.com/pdf/policy/vigil_mechanism.pdf

25. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the Board had appointed Ramesh Chandra Bagdi & Associates, Practicing Company Secretaries, Indore (Certificate of Practice Number: 2871) to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

Further pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors in their meeting held on 13th August, 2025 appointed Ramesh Chandra Bagdi & Associates, Practicing Company Secretaries (PCS Registration No. 2871) as the Secretarial Auditors of your Company subject to approval of members in ensuing 38th Annual General Meeting ("AGM") for the period of five consecutive financial year starting from 2025-26 to 2029-

2030 at such remuneration as shall be fixed by the Board/Committee. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the audit of five consecutive financial year i.e. from 2025-26 to 2029-30.

Secretarial Audit Report

The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as ANNEXURE-D and forms an integral part of this Report, which is self-explanatory.

Further, the Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimer report except the following with Boards explanation:

Secretarial Auditor Observations	Management comments
Pursuant to the provisions of Regulation 3(5) of Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 Company has not maintained the database of sharing UPSI of financials of subsidiary company at the time of finalization of quarterly/ annual results.	Inadvertently details of sharing UPSI of financials of subsidiary company at the time of finalization of quarterly/annual results were not updated. Noted for future course of action.

26. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company had appointed Ramesh Chandra Bagdi & Associates Practicing Company Secretaries to undertake an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant to provision of Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2024-25 has been submitted to the stock exchange within prescribed time.

27. STATUTORY AUDITORS

Khandelwal Kakani & Company, Chartered Accountants, Indore (ICAI Firm Registration No. 001311C) were appointed as the Statutory Auditors of your company in the 35th Annual General Meeting (AGM) of the Company held on 15th September, 2022 for term of 5 consecutive years, from the conclusion of 35th Annual General Meeting up to the conclusion of 40th Annual General Meeting to be held in the calendar year 2027.

EXPLANATION TO AUDITORS REMARKS

The Auditors in their report have referred to the notes forming part of the accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer and do not call for any further explanation/clarification by the Board of Directors.

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

28. INTERNAL AUDITOR

The Company has appointed CS Tanu Parmar as Internal Auditor of the Company and takes her suggestions and recommendations to improve and strengthen the internal control systems. Her scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems.

29. COST AUDIT

Your Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such records are required to be maintained.

30. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI Listing Regulations. A detailed Report on Corporate Governance forms part of this Annual Report. A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

31. MD & CFO CERTIFICATION

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

32. CODE OF CONDUCT

The Board has laid down a Code of Conduct (‘the Code") for all Board Members and Senior Management and Independent Directors of the Company. All the Board Members including Independent Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct. Declaration on adherence with the Code of Conduct is forming part of the Corporate Governance Report.

The policy on Code of Conduct has been uploaded on the Companys website at the web link: http://simranfarms.com/pdf/policy/code_of_conduct.pdf

33. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT

Your Company has a well-de ned risk management framework in place. The risk management framework works at various levels across the organization. The Board of Directors have developed & implemented Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

34. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments, affecting the financial position of the Company, have occurred between the end of the financial year to which the financial statements relate and the date of this Boards Report.

35. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The status of the complaints filed, disposed and pending during the financial year 2024-25 is given below:-

S. No	Particulars	No. of Complaints
a	Number of Complaints of Sexual Harassment received in the year	Nil
b	Number of Complaints disposed during the year	Nil
c	Number of cases pending for more than ninety days	Nil

37. LISTING WITH STOCK EXCHANGES

The Companys shares are listed on BSE Limited. The Company has paid Annual Listing Fee for Financial Year 2025-26.

38. INSURANCE

The Companys assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.

39. COMPLIANCE OF SECRETARIAL STANDARD

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

40. DEPOSITORY SYSTEM

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid. The Company has paid the Annual Custody Fee to both the depositories for Financial Year 2025-26.

41. INDUSTRIAL RELATIONS

Companys Industrial relations continued to be healthy, cordial and harmonious during the period under review. Your directors record their appreciation for all the efforts, support and co-operation of all employees extended from time to time.

42. DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST IN THE SHARES OF THE COMPANY:

Pursuant to provision of Rule 9(4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27th October, 2023, every Company required to designate a person who shall be responsible for furnishing, and extending cooperation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.

Accordingly, the Company has appointed CS Tanu Parmar (ACS: 34769), Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company

43. OTHER DISCLOSURES:

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

O No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

O Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

O There has been no change in the nature of business of your Company.

O The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending March 31, 2025.

O No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

O There was no one time settlement of loan obtained from the Banks or Financial Institutions.

O There was no revision of financial statements and Boards Report of the Company during the year under review.

O The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

44. ACKNOWLEDGEMENTS

The Board of Directors of your company wish to express their deep gratitude towards the valuable cooperation and support received from the various Ministries and Departments of Government of India, various State Governments, the Banks/Financial Institutions and other stakeholders such as shareholders, customers and suppliers, vendors etc. Further, the Board places its special appreciation for the co-operation and continued support extended by employees of the Company at all levels whose enthusiasm drives the Company to grow and excel.

For and on behalf of the Board of Directors of SIMRAN FARMS LIMITED

	Harender Singh Bhatia	Kawaljeet Singh Bhatia
Date : 13th August, 2025	Managing Director	Director
Place: Indore	DIN: 00509426	DIN: 00401827