Prime Fresh Ltd

To,

The Members,

The Board of Directors has the pleasure in presenting their 17th Report along with Annual Report and Audited Financial Statements for the year ended 31st March, 2024.

The highlights of the financial results for the financial year 2023-24 are as follows :

(Amt in lacs)

The Company has reported income from operation during the year is Rs. 142,94,13,772/- as compared to the previous year's income from operation of Rs. 95,21,31,879/-. The Company has earned profit before tax of Rs 9,22,13,618 /- as against previous year's profit before tax of Rs.6,78,88,106/-.

During the year under review, the Company has not done any changes in its nature of Business.

The Company has transferred the current year's net profit to the Reserves.

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 0.50 (5%) per Equity share of Rs. 10 each for the approval of members at the ensuing 17th Annual general meeting.

The accounts of the Florens Farming Private Limited and Florens Fresh Supply Solutions Private Limited are consolidated with the accounts of the Company in accordance with the provisions of Accounting Standards AS-21 on consolidated financial statement issued by the Institute of Chartered Accountants of India, Companies Act, 2013 read with Schedule III of the Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements are provided in this Annual Report.

M/s. Prime Fresh Retail (I) Private Limited has been incorporated as wholly owned subsidiary of Prime Fresh Limited as on 02nd March, 2024. However, the first Financial year would be 2024-25 and hence the data was not consolidated for FY 23-24.

During the year the Company has issued 13,49,162 equity shares of Rs. 10 each at a premium of Rs. 210.16 on preferential basis to non-promoters vide shareholders approval dated 15th September, 2023 in accordance with chapter V of SEBI (ICDR) regulations, 2018.

Out of which 7,18,172 Equity shares of Rs. 10/- each were allotted on 07th December, 2023 and 4,04,647 equity shares of Rs. 10/- each were allotted on 15th December, 2023 at a premium of Rs. 210.16.

M/s. Prime Fresh Retail (I) Private Limited incorporated as wholly on subsadiary of the Company on 02nd March, 2024. The Company has One subsidiary i.e. M/s. Florens Framing Private Limited and one Associate concern i.e Florens Fresh Supply Solutions Private Limited. Form AOC-1 for The Statement containing salient features of the financial statement of Subsidiaries/ Associate Companies/Joint Ventures Pursuant to sub-section 3 of Section 129 read with rule of Companies (Accounts) Rules, 2014 is attached herewith as Annexure "A".

Management Discussion and Analysis for the year under review as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this report as Annexure-"B".

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and rules made thereunder.

Particulars of Investments, loan made by the Company are provided in Note to the Financial Statements. Further The Company has not provided any Guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company's internal control system is commensurate with its size, scale and complexities of its operations.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There was no case of sexual harassment reported during the year under review.

The Company has taken precautionary steps for conservation of energy & technology absorption by implementing various measures & efforts which improve the productivity of the machineries, improve quality of a product, reduce the cost of a manufacturing and no specific investment has been made in reduction in energy consumption.

During the period under review foreign exchange earnings or out flow reported as follow:

(In Rs.)

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

The Board of the Company comprises of 10 Directors as on 31.03.2024 out of which one is Managing Director, two are Whole-time Directors and rest of the Directors are Non-Executive Director and Non-Executive Independent Directors. The maximum gap between any two board meetings is not more than 120 days. During the financial year 2023-24, there were Eight (8) meetings of the board held on 25th May, 2023, 04th July, 2023, 07th August, 2023, 09th November, 2023, 07th December, 2023, 15th December, 2023, 04th January, 2024, and 14th March, 2024

*Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f. 16th May, 2024 after Business hours.

**Directorships and Committee member/Chairmanship in other companies mentioned above excludes directorships in private limited companies, unlimited companies, foreign companies and companies incorporated under section 8 of the Companies Act, 2013.

***While calculating the number of Membership / Chairmanship in Committees of other companies, Membership / Chairmanship of only Audit Committee and Stakeholders Relationship Committee have been considered pursuant to Regulation 18 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Director is a member in more than ten committees and act as a Chairman in more than five committees across all companies in which he is a Director.

During the financial year 2023-24, Eight (8) meetings of the Audit Committee were held on 25th May, 2023, 04th July, 2023, 07th August, 2023, 09th November, 2023, 07th December, 2023, 15th December, 2023, 04th January, 2024, and 14th March, 2024. The details of the composition of the committee and attendance at its meeting are set out in the following table:

*Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f. 16th May, 2024 after Business hours And hence, the Audit Committee was reconstituted as follows;

During the financial year 2023-24, there were Seven (7) meeting held on 25th May, 2023, 04th July, 2023, 07th August, 2023, 09th November, 2023, 07th December, 2023, 15th December, 2023, and 04th January, 2024. The details of the composition of the committee and attendance at its meeting are set out in the following table:

*Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f. 16th May, 2024 after Business hours And hence, the Nomination and Remuneration Committee was reconstituted as follows;

During the financial year 2023-24, 7 (Seven) Stakeholders Relationship Committee were held on 25th May, 2023, 04th July, 2023, 07th August, 2023, 09th November, 2023, 07th December, 2023, 15th December, 2023, and 04th January, 2024. The details of the composition of the committee and attendance at its meeting are set out in the following table:

*Mr. Umesh Patel (DIN:07964920) Non-executive Independent Director of the Company has resigned from the Board w.e.f. 16th May, 2024 after Business hours And hence, the Stakeholder relationship Committee was reconstituted as follows;.

During the financial Year 2023-24, 8 (Eight) Finance Committee were held on 25th May, 2023, 04th July, 2023, 07th August, 2023, 09th November, 2023, 07th December, 2023, 15th December, 2023, 04th January, 2024 and 14th March, 2024. The details of the composition of the committee and attendance at its meeting are set out in the following table:

1. Changes in Composition of Board of Directors:

During the period there were no changes in the Composition of Board of Directors.

• Mr. Umesh Patel (DIN: 07964920) non-executive Independent Director was resigned from post of directorship w.e.f 16th May, 2024 after Business hours. The Board Directors places on record the invaluable contribution made by Mr. Umesh Patel, (DIN: 07964920) Director of the Company during his tenure.

2. Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

3. Changes in other Key Managerial Personnel

• During the period under review, Mrs. Jasmin Doshi has been appointed as Company Secretary of the Company w.e.f. 04.07.2023.

In accordance with the provisions of the Section 134 of the Companies Act, 2013, the directors confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had bWeen followed along with proper explanation relating to material departures;

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

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

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

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

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

As per the Auditor Report, no fraud u/s. 143(12) reported by auditor. The Auditors' Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information. The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors' remarks in their report are self-explanatory and hence do not require any further explanations

The equity shares of our Company are listed on SME platform of BSE and the Company has paid the annual listing fees for the FY 2024-25.

The Company has formulated a Policy on Related Party Transactions and the same is available on Prime's website at www.primefreshlimited.com; The Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and related parties. All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business were reviewed and approved by the Audit Committee. All related party transaction are placed before Audit Committee for its review on quarterly basis. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is annexed to "Annexure: C".

At the Annual General Meeting held on 26th September, 2021, M/s O. P. Bhandari & Co., Chartered Accountants (Firm Registration No: 112633W), Ahmedabad were appointed as statutory auditors of the Company to hold office for a period of five (5) years i.e. 2021-22, 2022-23, 2023-24, 2024-25 and 2025-26 (subject to ratification of the appointment by the Members at every Annual General Meeting held after this Annual General Meeting of the Company). In accordance with the Companies Amendment Act, 2017 enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditor is not required to be ratified at every Annual General Meeting. Observations of the auditors in their report together with the notes on accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

M/S Shah Dalal & Associates, Chartered Accountants (Firm Registration No.152071W) has been appointed as Internal Auditor of the Company for the F.Y. 2023-24 pursuant to provisions 138 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Further the Board of Directors at their meeting held on 16th May, 2024 has reappointed M/s. Shah Dalal & Associates, as the Internal Auditor of the Company for the Financial Year 2024-25

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company is not required to appoint a cost auditor to audit the cost records of the company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. Umesh Ved & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2024. The Secretarial Audit Report is annexed herewith as Annexure- "D" which is self-explanatory and gives complete information.

The Annual Return for the financial year 2023-24 as per provisions of the act and Rules thereto, will be available on the website of the Company https://primefreshlimited.com/wp-content/uploads/2024/08/Annual-Return-2023-24.pdf

The Company has implemented various policies from ground level to the top level management for identifying the risk, measuring the same and take corrective measures for managing the risk.

The details related to employees and their remuneration as required under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure ‘E' to this Board's Report. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as no employee falls under the threshold provided therein.

Your Company has always laid emphasis on progress with social commitment. We believe strongly in our core values of empowerment and betterment of not only the employees but also our communities. Following this principle the Company had laid down the comprehensive approach towards promoting and facilitating various aspects of our surrounding communities.

In terms of provisions of section 135 of the Companies Act, 2013 the company has constituted the CSR Committee as on 14th March, 2024 comprising of Mr. Jinen Ghelani- chairman, Mrs. Neha Ghelani – member and Mr. Umesh Patel- Member. However, on 16th May, 2024 Mr. Umesh Patel (DIN: 07964920) Non-executive Independent Director of the company was resigned from the post of Directorship. And Hence, the CSR committee was reconstituted as follow; Mr. Jinen Ghelani- chairman, Mrs. Neha Ghelani –Member and Mr. Brijesh Kumar Misra- Member The Company has spent an amount of Rs. 10,00,000/- for CSR activities.

The Annual Report on CSR Activities is annexed herewith as " Annexure-F". The Policy on CSR is available on the website of the Company at https://primefreshlimited.com/wp-content/uploads/2024/05/CSR-Policy-Prime-Fresh-Limited.pdf.

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee. The details of Vigil Mechanism are displayed on the website of the Company www.primefreshlimited.com;

The Company has in place the Nomination and Remuneration Policy which lays down the criteria for appointment, evaluation of performance of directors and remuneration of Director, Key managerial Personnel, Senior Management Personnel and other employees and Company has taken necessary approval/recommendation, wherever required, from Nomination and Remuneration Committee in terms of the policy. Nomination and Remuneration Policy is disclosed on the website of the Company At www.primefreshlimited.com; currently, no compensation is paid to the Non- Executive Directors of the Company except for the sitting fees as per provisions of Companies Act, 2013.

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report.

During the F.Y. 2023-2024, Company has not received any complaints from any shareholders. Further the Complaints received from Dimple Khetan as mentioned in earlier Annual Report of F.Y. 2017-18, SEBI has disposed this complaint and ROC has not found any violation and error in said Transaction and currently the matter is under sub Judice at Andheri court and Hon'ble NCLT Ahmedabad. The Framing of Charges is also not done yet. The Complainant has not been able to provide any concrete evidence or any meaningful document (even after 5 years of her complaint) at any of the forums for the matter to progress to the next stage.

The Company has taken various measures for obtain commitment by all board members to the process of performance evaluation by means of set performance criteria ,plan the process and gather the information, discuss and interpret the data, develop a plan of follow-up; identify areas for change and set goals for effective performance of the board members & individual Director also.

During the year under review, the Company having the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. FSSAI Central & state License

2. APEDA Recognition

3. IEC: Import Export Code

4. ISO 9001:2015

5. DUNS Registered

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

The Company has been complied with all regulatory requirements of central government and state government and no order has been passed by the regulatory authority which has impact the going concern status & company's performance in future.

There have been no material changes and commitments affecting the financial position of the Company which have occurred after 31st March, 2024 and the date of this Report.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations

During the year under review, there is no such application made or any proceedings pending under Insolvency and Bankruptcy Code, 2016.

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.primefreshlimited.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

During the year under review, the Company has not done any kind of one time settlement and valuation from the Bank or Financial Institutions.

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Banks, Financial Institutions, Government Authorities, Agricultural and Processed Food Products Export Development Authority (APEDA), FSSAI and all other well-wishers, for their timely support.