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 39th Boards Report, along with the Standalone and Consolidated Audited Financial Statements of Company for the financial year ended March 31, 2026.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL

STATEMENTS

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, 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 2025-26 as compared to the previous financial year of the Company are given below:

(Amount in Lakhs except EPS)

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

33 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 2025-26 on a standalone and consolidated basis were as follows

A. On Standalone basis

During the year ended March 31, 2026, the Company has achieved total income of INR 87,718.38 Lakhs as against INR 83,624.22 Lakhs in the previous year. Further, the Company earned a net profit (Before Comprehensive Income) of INR 494.55 Lakhs as compared to INR 579.50 Lakhs in the previous year.

The increase in total income reflects continued growth in the Companys business operations and sustained demand for its products. However, the net profit witnessed a marginal decline during the year, primarily on account of increased operating costs and input expenses, which impacted overall profitability despite higher revenue. Nevertheless, the Company continued to focus on operational efficiency and optimum utilization of resources to maintain stable financial performance. The management remains committed to strengthening operational processes, enhancing productivity, and pursuing sustainable growth while effectively addressing market challenges.

B. On Consolidated basis

During the year under review, total income on consolidated basis was INR 87,719.02 Lakhs in comparison to INR 83,624.22 Lakhs in previous year. Further, the Company earned a profit (Before Comprehensive Income) of INR 508.77 Lakhs against profit of INR 589.62 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 2025-26 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://www.simranfarms.com/pdf/form_mgt7/form_mgt_7_simran_farm_202526.pdf

3. SHARE CAPITAL

During the financial year 2024-25, the Board of Director had allotted 10,18,300 share warrants at its meeting held on 26th October, 2024 on Preferential Basis to the members of Promoter Group of the Company and certain identified non-promoter persons at a price of INR 155/- per warrant (including premium of INR 145/- per warrant) in accordance with the applicable provision of the Companies Act, 2013 and the applicable SEBI regulations.

During the financial year 2025-26, the Board of Director in its meeting held on 30th March, 2026 approved allotment of 10,18,300 equity shares of the company at a price of INR 155/- each (including premium of INR 145/- each) upon conversion of 10,18,300 share warrants on exercise of conversion option by warrant holders, on receipt of the remaining 75% of the consideration amount of INR 11,83,77,375 (Rupees Eleven Crores Eighty-Three Lakhs Seventy-Seven Thousand Three Hundred Seventy-Five only) with request for conversion of the said 10,18,300 Share Warrants into 10,18,300 Equity Shares at a price of INR 155/- each.

Further, the Listing Approval for aforesaid allotted 10,18,300 equity shares received from BSE Limited on Thursday, 23rd April, 2026 vide letter no. LOD/PREF/GB/FIP/ 130/2026-27 and the Trading Approval for aforesaid allotted 10,18,300 equity shares received from BSE Limited on Monday, 11th May, 2026 vide letter no. LOD/PREF/MD/ 119/2026-2027, effective from Tuesday, 12th May, 2026.

Accordingly, upon allotment of equity shares pursuant to the conversion of share warrants, the capital structure of your Company as on 31st March, 2026 was as follows:

(Amount In Lakhs)

Type of Capital	No. of equity shares	Face Value in INR	Total Share Capital (in Lakhs)
Authorised Share Capital	6000000	10	600.00
Issued, Subscribed and Paid-up	4810000	10	481 .00
Share Capital

As on 31st March, 2026, there are no outstanding share warrants that are pending for conversion into equity shares of the Company.

Further during the year under review, the Company has not issued any shares with differential voting rights, nor has it granted any stock options or issued any sweat equity shares.

UTILIZATION OF FUNDS:

The details regarding utilization of funds raised pursuant to the aforesaid preferential issue are as follows:

(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	Rs. 1183.77	Nil	Nil	Nil	As on 31st March, 2026, the funds were lying in the Companys bank account and shall be utilized towards the approved objects stated in the Notice of AGM dated 16.08.2024 for which the funds had been raised.

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

The Board met 5 (Five) times during the FY 2025-26, 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, 38th Annual General Meeting of the Company for financial year 2024-25 was held on 25th September, 2025, and no Extra Ordinary General Meeting of the Company was held during the financial year 2025-26

Postal Ballot:-

No resolution was passed by Postal Ballot during the financial year 2025-26.

5. DIVIDEND

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

6. AMOUNT TRANSFERRED TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for F.Y. 2025-26 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, 2026.

7. 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), the Company had not received any unsecured loan from directors during the financial year 2025-26. However, the Company has outstanding unsecured loan of INR 175.00 Lakhs as on 31st March, 2026 from Mr. Gurmeet Singh Bhatia, Whole Time Director of the Company.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

As on March 31, 2026, 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, 2026, 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 2025-26.

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.

9. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the year ended 31st March 2026, 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.

10. 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. Gurmeet Singh Bhatia (DIN: 00401697), Whole-time Director of the Company, 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 2025-26, following changes were made in the Composition of Board of Directors of the Company: -

(i) The Board of Directors at its meeting held on 13th August, 2025, considered and accepted 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, in view of his desire to pursue an executive position in another company in the future. However, he continued to serve on board as a Promoter Non-Executive Non-Independent Director of Company liable to retire by rotation.

(ii) On the recommendation of Nomination and Remuneration Committee, Adv. Deepika Sharma (DIN: 11543076) was appointed as an Additional Director in the category of Non-Executive Independent Woman Director by the Board of Directors at its Meeting held on 14th February, 2026 for a term of 5 (five) consecutive years commencing from 14th February, 2026 to 13th February, 2031. The said appointment was subsequently approved by the members through the postal ballot process by way of e-voting mechanism on 08th May, 2026.

(iii) Mrs. Sherry Mac (DIN: 10736916) resigned from the position of the "Non-Executive Woman Independent Director" of the Company and consequently ceased to be a member of all the Committees of the Board with effect from close of business hours of 14th February, 2026. The 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 2026-27, on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 13th August, 2026, considered and recommended re-appointment of Mr. Gaurav Chhabra (DIN: 09603279) as a Non-Executive Independent Director of the Company for a second term of five years with effect from 14th May, 2027 to 13th May, 2032 (both days inclusive), subject to the approval of members at the ensuing Annual General Meeting.

iii. Key Managerial Personnel

As on 31st March, 2026 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. Gurmeet Singh Bhatia, (DIN: 00401697) Whole Time Director

3. Mr. Mahesh Patidar, Chief Financial officer

4. CS Tanu Parmar, Company Secretary and Compliance officer iv. Change in the Key Managerial Personnel

During the Financial Year 2025-26, Mr. Kawaljeet Singh Bhatia, (DIN: 00401827) Director of the Company ceased to be a Key Managerial Personnel of the Company w.e.f. the close of business hours on 13th August, 2025 upon relinquishment the position of "Whole Time Director" of the Company.

Further, during the current Financial Year 2026-27, on the recommendation of Audit committee and Nomination and Remuneration Committee, the Board of Directors in their meeting held on 13th August, 2026, considered and recommended re-appointment of Mr. Gurmeet Singh Bhatia (DIN: 00401697) as a Whole-time Director of the Company for further period of three years w.e.f 14th August, 2026 to 13th August, 2029 subject to the approval of members at 39th Annual General Meeting. 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.

11. 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.

12. 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 2025-26.

13. 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/Familiarization_Programme_T raining_imparted_to_ID_during_ 202526.pdf

14. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The meeting was conducted on 30th May, 2025 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.

15. 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.

16. 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, Adv. Deepika Sharma (DIN: 11543076) 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 Registered Advocate with the M.P. State Bar Council, Jabalpur (Madhya Pradesh) and has been practicing since the year 2019 before the High Court of Madhya Pradesh Bench at Indore, the District Court, Indore and the District Consumer Disputes Redressal Commission, Indore. She possesses sound knowledge and professional expertise in the areas of general laws and corporate laws. With her experience in legal practice and advisory matters, Adv. Sharma is expected to provide objective and independent insights to the deliberations of the Board, strengthen the Companys governance framework and legal compliance functions, uphold high ethical standards, and safeguard 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.

17. 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 Investments made by company are disclosed in Note No. 3 of Standalone Financial Statement. Your company has not granted any loan or advances in nature of loan to any other Body Corporate or person during the financial year. Further, no fresh investments in securities were made by the company during the financial year. However, details of investments held by company as on 31st March, 2026 are set out below:-

Name of Company	Nature of Transaction	Investment/Guarantee /Loan provided	(Amount In Lakhs) Closing value as on 31.03.2025
SIMRAN HATCHERIES PRIVATE LIMITED CIN: U01222MP1991PTC006818	Non - Current Investment	Investment in Equity Instruments (Unquoted)	11.89
PUREGENE BIOTECH LIMITED CIN: U01222MP1999PLC013303	Non - Current Investment	Investment in Equity Instruments (Unquoted)	119.65

The aforesaid investments are within the limits prescribed under Section 186 of the Companies Act, 2013. The Company has complied with the applicable provisions of Section 186 of the Companies Act, 2013 in respect of the investments made by it.

18. 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_party_transaction_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 2025-26 were in Ordinary Course of the Business and at Arms Length basis. The Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement (where the annual consolidated turnover of the Company is up to Rs. 20,000 Crore), which were entered during the year by your Company, are given separately in notes to the financial statements. 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, in Form AOC-2 is set out as ANNEXURE-B and forms integral 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 financial statements forming part of this Report & Annual Accounts 2025-26.

19. 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 Company continues to make efforts towards efficient utilization of energy and conservation of power across its poultry farming, hatchery, feed processing, storage and allied operations. Measures are undertaken, wherever practicable, to minimize energy consumption and optimize operational efficiency.

(ii) The steps taken by the company for utilizing alternate sources of energy: The Company evaluates and utilizes alternate sources of energy, wherever feasible and commercially viable, having regard to the nature and requirements of its poultry and allied operations .

(iii) The capital investment on energy conservation equipments: During the year under review, the Company has not made any specific capital investment in energy conservation equipment

(B) Technology Absorption

(i) The efforts made towards technology absorption: No significant technology absorption requiring specific disclosure was undertaken during the year.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: The adoption of improved processes, equipment and operational practices, wherever applicable, contributes towards improved productivity, operational efficiency, quality control and optimization of costs in the Companys poultry business.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The Company has neither imported any technology from outside India nor acquired any technology from within India during the last three financial years, reckoned from the beginning of the financial year under review.

(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.

20. 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.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company recognizes its responsibility towards society and remains committed to contributing to sustainable and inclusive development through its Corporate Social Responsibility ("CSR") initiatives.

During the Financial Year 2025-26, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 were applicable to the Company. Accordingly, the Company was required to spend, in every financial year, at least 2% of the average net profits of the immediately preceding three financial years towards CSR activities, computed in accordance with the provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where the amount required to be spent by a company under Section 135(5) does not exceed 50 lakhs, the requirement for constitution of the Corporate Social Responsibility Committee is not applicable. Since the Companys CSR obligation for the Financial Year 2025-26 did not exceed 50 lakhs, the Company was not required to constitute a CSR

Committee and, accordingly, the functions of the CSR Committee are being discharged by the Board of Directors.

The Companys CSR Policy, approved by the Board of Directors, lays down the guiding principles, focus areas and implementation framework for undertaking CSR activities and is available on the Companys website at

http://www.simranfarms.com/pdf/policy/corporate_social_responsibility.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. The Annual Report on CSR activities for the Financial Year 2025-26, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Boards Report as

ANNEXURE C.

22. 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/nomination_renumeration.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-D 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.

23. 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

24. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors, on the recommendation of the Audit Committee, at its meeting held on 13th August, 2025, appointed Ramesh Chandra Bagdi & Associates, Indore (Firm Registration No./Unique Code Number: S2021MP835800, Peer Review Certificate No.: 1560/2021) as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, at such remuneration as may be determined by the Board of Directors or the Audit Committee.

The said appointment was approved by the Members of the Company at the 38th Annual General Meeting held on 25th September, 2025.

The Company has received the written consent and eligibility certificate from Ramesh Chandra Bagdi & Associates, confirming that their appointment is in accordance with the applicable provisions of the Act and the rules made thereunder. The Secretarial Auditors have further confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company for the aforesaid term of five consecutive financial years, i.e., from FY 2025-26 to FY 2029-30.

Secretarial Audit Report

The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as ANNEXURE-E 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.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken a comprehensive audit of the compliances applicable to it under the SEBI

Regulations, circulars and guidelines issued thereunder for the Financial Year 2025-26.

In this regard the Company had appointed Ramesh Chandra Bagdi & Associates Practicing Company Secretaries to conduct an audit of compliances applicable to the company under SEBI Regulations and

Circulars/Guidelines issued there under for financial year ended 2025-26.

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for the Financial Year 2025-26, issued by the Secretarial Auditor of the Company, was submitted to the Stock Exchanges within the prescribed timeline.

26. 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.

27. 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.

28. 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.

29. 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.

30. 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.

31. 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

32. 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.

33. 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.

34. 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.

35. 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 2025-26 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

36. LISTING WITH STOCK EXCHANGES

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

Year 2026-27.

37. 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.

38. 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.

39. 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 2026-27.

40. 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.

41. 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

42. 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: -

? 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.

? 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).

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

? 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, 2026.

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

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

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

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

43. 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.