Directors Report of Prima Industries Ltd.

Mar 31, 2025

It is our privilege to present the 31^st Annual Report of the Company for the financial year 2024¬
25, along with the Audited Financial Statements for the year ended 31^st March 2025. The year
under review has been one of remarkable progress and strategic milestones that will shape the
long-term trajectory of our business. Despite a dynamic and often challenging operating
environment, we remained committed to our core values of excellence, innovation, and integrity,
reinforcing our leadership position in the Cattle Feed industry.

GLOBAL ECONOMY

The global economy exhibited cautious resilience in FY 2024-25, navigating through continued
geopolitical uncertainties, elevated public debt levels, trade tensions due to tariff escalations, and
moderate inflation. Global GDP growth slowed to an estimated 2.4% to 2.9% during the year,
reflecting the impact of subdued global trade and weak momentum in major economies including
China. Despite these challenges, structural reforms and policy-driven investments in productivity
and sustainability helped maintain a steady growth trajectory. Against this backdrop, India
continued to stand out as the world''s fastest-growing major economy, registering a robust GDP
growth of approximately 6.4-6.5% in FY 2024-25.

The performance was largely driven by strong domestic consumption, increased capital
formation, and continued government focus on infrastructure and rural development. The
agriculture and allied sectors remained a crucial pillar, supported by favourable monsoons and
increased rural spending, while the construction and services sectors also witnessed strong
growth. India''s economic momentum and policy stability once again reinforced its position as a
resilient and forward-looking economy amid global headwinds.

OUTLOOK FOR THE INDIAN ECONOMY

Despite the ongoing global economic volatility, the Indian economy enters FY 2024-25 with a
strong sense of optimism and resilience. Backed by stable political leadership, a sharp focus on
infrastructure-led growth, increasing private sector participation, and healthy consumer
sentiment, India continues to chart a steady growth trajectory. The government''s sustained push
on public capital expenditure, coupled with improved credit availability and healthy corporate
balance sheets, has strengthened the foundation for long-term expansion. Monetary policy has
remained balanced and supportive, ensuring liquidity while keeping inflation in check. With
strong domestic demand, rising capacity utilization across key sectors, and a thriving
consumption base, India is well-positioned to navigate global headwinds and sustain its role as
one of the fastest-growing major economies.

India''s outlook remains upbeat, with growth forecasts holding firmly in the 6.3-6.7% range for
FY 2025-26 despite global uncertainties. The ADB expects GDP growth of 6.7% in FY2025
(ending March 2026), Deloitte and OECD both predict 6.3-6.5% growth for FY 2024-25 and 6.3¬
6.7% next year S&P and ICRA also forecast over 6.5% growth, driven by resilient domestic
demand and tax relief.

The agricultural sector which is critical for rural incomes continues to support this momentum,
with FICCI projecting farm growth of 3.6% in FY 2024-25 and Q4 of year 2024-25 agricultural
GVA hitting 5.8%, aided by bumper crop output, including a 6.8% increase in foodgrain
production. Boosted by a robust monsoon (105% of long-term average) and continued
government investment such as the six-year Prime Minister Dhan-Dhaanya Krishi Yojana aimed
at 1.7 crore farmers, the agrarian economy not only underpins rural demand and inflation control
but also fuels ongoing expansion. Overall, India at 6.5-6.7% growth, with a healthy agricultural

performance, remains on track to accelerate towards the $5 trillion milestone and the vision of
becoming the world''s 3rd-largest economy.

ABOUT THE COMPANY

Prima Industries Ltd, a prominent member of the Prima Group of Companies, stands out as a
diversified industrial group deeply rooted in the Agro & FMCG sectors. Headquartered in Kochi,
the company maintains a robust presence throughout Kerala, supported by manufacturing
facilities strategically located in Cochin, Trivandrum, Palakkad, Aluva, and Koratty.

Since its inception on 17^th November 1994 as a publicly listed entity, Prima Industries Ltd has
made significant strides in the industrial landscape. Located across 18 acres in the New Industrial
Development Area on Menon Para Road, Kanjikode, Palakkad-678621, the company operates
three crucial production units: a Solvent Extraction Plant, an Edible Oil Refinery, and a
Compounded Animal Feed Plant.

Prima Industries Ltd has earned a reputation for its unwavering commitment to quality and
reliability, key pillars that underpin its steady growth trajectory. The company has established
itself as a trusted partner in contract manufacturing for KSE Limited, distinguishing itself in a
competitive market landscape. Notably, in the realm of edible oil refining, Prima Industries Ltd
faces competition from industry stalwarts like Kerafed, Periyar Oil Mills, Chakkiyath Oil Mills, and
Vallukkaran Oil Mills, among others.

Through its dedication to excellence and a customer-centric approach, Prima Industries Ltd
continues to strengthen its position as a leader in the agro-industrial sector, setting benchmarks
for quality and customer satisfaction.

1. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

The Prima Group of Companies has been built on a solid foundation of trust that we have
established with all stakeholders over the last three decades. The year gone by is representative
of the value Prima Industries Limited continues to create for all its stakeholders. The overall
performance of the Company has witnessed a slight decline in sales. The total turnover of the
Company is Rs. 75.48 Million during the Financial Year 2024-25 as against Rs. 79.37 Million
during the previous year.

The Animal Feed Division of Prima Industries Limited functions towards backward integration as
major portion of de-oiled cake produced in its plant would be consumed for its Animal Feed Unit
by the Job contractor. Hygienically prepared and packed Cattle Feed in pellets form is being
produced in this plant with modern technology and skill. This unit, as presently structured, is
poised to produce a variety of Animal Feeds. The Company has installed the most modern plant
with computerized controls. By adopting sophisticated techniques and evolving recipes with
appropriate ingredients to meet the nutritional and energy requirements of cattle, poultry and
goats, Prima has been able to supply cattle feeds of high quality to the domestic market.

The Solvent Extraction Division at Prima Industries Ltd is a sophisticated unit capable of
processing diverse oil cakes, rice bran, and various oil-bearing materials. This versatility allows
the division to capitalize on seasonal price variations of raw materials, thereby optimizing
operational efficiencies. The Solvent Extraction Division has been honored with the Second Best
Solvent Extractor Award (India) for the preceding four consecutive years.

Your company is currently revamping its Edible Oil Refinery following necessary repairs and has
entered into a Memorandum of Understanding (MoU) with an oil supplier to refine 500 MT of
crude oil per month.

Looking ahead, Prima Industries Ltd is poised for strong growth, committed to delivering
unparalleled value to its customers. Supported by government initiatives aimed at enhancing
economic conditions, including fostering new employment opportunities and business prospects,

the company remains optimistic about the future. As a socially responsible entity, Prima
Industries Ltd is dedicated to contributing positively to the national economy, ensuring sustained
development and prosperity for the nation.

2. FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on 31^st March, 2025 are prepared in
accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The financial year 2024-25 was marked by significant macroeconomic and operational
challenges, resulting in a net loss of ^2.96 Millions compared to profit of ^4.54 Millions during the
previous year. This was largely due to elevated input costs, subdued demand in key markets, and
strategic investments in marketing and new product lines. The management has already initiated
a comprehensive turnaround strategy focused on cost optimization, digital transformation, and
margin enhancement. We remain optimistic that these actions will position the Company for
sustainable growth in the coming financial years.

KEY FINANCIAL HIGHLIGHTS

The financial performance of your Company during the Financial Year 2024-2025 is produced
below:

Financial Hiehliehts (Statement of Profit and Loss) (figures in million)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023¬ 24
Revenue from operation	75.48	79.37	75.48	79.37
Other Income	08.75	18.08	08.75	18.08
Total Income	84.23	97.45	84.23	97.45
Less: Depreciation and amortization expense	02.55	06.18	02.55	06.18
Less: Other expenses	80.80	78.87	80.80	78.87
Profit before Exceptional Items	00.88	12.39	00.88	12.39
Add/(Less): Exceptional items and Prior Period item	00.00	00.00	00.00	00.00
Profit Before Tax	00.88	12.39	00.88	12.39
Less: Tax expense	03.84	07.85	03.84	07.85
Net Profit for the Year	-02.96	04.54	-02.96	04.54
Paid up equity share capital (No. of shares) (Face value per share Rs.10 each)	10.79	10.79	10.79	10.79
Earnings per equity share from continuing operations (Basic)	-0.27	0.42	-0.27	0.42
Earnings per equity share from continuing operations (Diluted)	-0.27	0.42	-0.27	0.42

3. CHANGE IN NATURE OF BUSINESS

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

4. CHANGES IN SHARE CAPITAL

There were no changes in the share Capital during the year. Further report that:

a. The Company has not bought back any of its securities during the year under review.

b. The Company has not issued any Sweat Equity Shares during the year under review.

c. No Bonus Shares were issued during the year under review.

d. The Company has not provided any Stock Option Scheme to the employees.

e. The Company has not issued any Equity shares with Differential Rights.

f. The Company, with the written consent of the sole Preference Shareholder, Ayyappa Roller
Flour Mills Ltd holding 100% of the Preference Shares, has extended the redemption period
of its 2^nd lot of 60,00,000 Redeemable Preference Shares from 3 years to 13 years. These
shares were originally issued on 27^th March 2013 and are due for redemption on 26^th March
2026. In accordance with Section 55(3) of the Companies Act, 2013, which permits preference
shares to be redeemed within a period of up to 20 years, it is now proposed to further extend
the redemption period by an additional 7 years, up to 26^th March 2033. This proposal is being
placed before the members for approval at the 31^st Annual General Meeting, as detailed in the
Notice forming part of this Annual Report.

g. The Company has obtained shareholders'' approval at its 30^th Annual General Meeting for filing
an application with the Hon''ble National Company Law Tribunal (NCLT) seeking approval for
the redemption of 1st lot of 51,97,403 Cumulative Preference Shares. These shares were
originally issued on 24^th July 2002 and became due for redemption on 23^rd July 2022. The
matter is currently under consideration before the NCLT, and the proceedings are ongoing.

5. DEPOSITS

Your Company has not invited any deposits from public and shareholders in accordance with the
provisions of Section 73 and 74 of the Companies Act, 2013.

6. DIVIDEND

With a view to conserve the resources of the Company, the Directors are not recommending any
dividend on Equity Shares or Redeemable Preference Shares for the year under review.

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

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

During the period under review, your Company has not declared any dividend on its Equity
Shares or Redeemable Preference Shares.

As on March 31, 2025, there are no unclaimed or unpaid dividends, thus eliminating the need for
any transfer of funds to the Investor Education and Protection Fund (IEPF).

8. AMOUNTS TRANSFERRED TO RESERVES

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

9. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 185 & 186 OF
THE COMPANIES ACT, 2013.

Your company has not given directly or indirectly any loan to any person or other body corporate
or has given any guarantee or provided security in connection with a loan to any other body
corporate or person; and has not acquired by way of subscription, purchase or otherwise, the
securities of any other body corporate, exceeding sixty per cent of its paid-up share capital, free
reserves and securities premium account or one hundred per cent of its free reserves and
securities premium account, whichever is more during the Financial year 2024-25.

The Company had previously taken an approval from the shareholders for a limit upto 5 crores
at the 28^th AGM of the Company. Your Company is proposing to raise the threshold to 10 crores
and the same is proposed under Item No. 5 of the Notice of the 31^st AGM which forms part of this
Annual Report.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Related Party Transactions that were entered during the Financial Year under review were
in the ordinary course of business. There were no materially significant Related Party
Transactions entered into by the Company during the year under review other than those
reported in the accounts. The Company has a process in place to periodically review and monitor
Related Party Transactions. All the related party transactions were in the ordinary course of
business and at arm''s length as prescribed under Section 188(1) of the Companies Act, 2013. The
Audit Committee has approved all related party transactions for the FY 2024-25 and estimated
transactions for FY 2025-26.

As your Company has not entered into any transactions with related parties which could be
considered material in terms of Section 188 of the Act, the disclosure of related party transactions
as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable. The information
required under Regulation 23 of the SEBI Listing Regulations read with SEBI Circular dated 22^nd
November, 2021 is provided as Appendix 2 and 3 of the Notice of the 31^st Annual General
Meeting.

11. SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

Your Company does not have any subsidiaries, joint ventures or associate companies.

12. ANNUAL RETURN

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

13. INTERNAL AUDITORS

Your Company has in place adequate internal financial controls with reference to the Financial
Statements. Your Company has appointed M/s Grand Mark and Associates, Chartered
Accountants (FRN 011317N) as the Internal Auditor for the Financial Year 2024-2025. The Audit
Committee had considered and approved its Internal Audit Report for the FY 2024-25 and the
same was reviewed by the Statutory Auditors of the Company and adopted by the Board of
Directors at its meeting held on 27^th May 2025. Further, M/s Grand Mark and Associates,
Chartered Accountants (FRN 011317N) were also appointed as the Internal Auditor for the
Financial Year 2025-26.

14. STATUTORY AUDITORS

M/s. G. Joseph & Associates, Chartered Accountants (Firm Registration No. 006310S) were
appointed as the Statutory Auditors for the term of five consecutive years, from the conclusion of
the 28^th Annual General Meeting held on 15^th September, 2022 till the conclusion of the 33^rd
Annual General Meeting to be held in the year 2027 to examine and audit the accounts of the
Company during the said period. Your Company has received confirmation from the Statutory
Auditors to the effect that their appointment, is in accordance with the limits specified under the
Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the
Companies (Audit and Auditors) Rules, 2014. In accordance with the provisions of the Act, the
appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Statutory Auditor''s report for Financial Year 2024-25 does not contain any qualifications,
reservations, adverse remarks or disclaimers, which would be required to be dealt with in the
Boards'' Report, except for the remarks and the corresponding management explanations
provided in Note 18 of the Board''s report. Also, the Notes to the Financial Statements referred in
the Auditors Report are self-explanatory.

15. SECRETARIAL AUDITORS

Your Company has appointed M/s M/s. BVR & Associates Company Secretaries LLP as the
Secretarial Auditor for the Financial Year 2024-2025. In line with the recent amendment to the

Listing Regulations, the Secretarial Auditors are required to be rotated every ten years.
Accordingly, in terms of provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
(the Board), on recommendation of the Audit Committee, at its meeting held on 27^th May 2025
appointed M/s. BVR & Associates Company Secretaries LLP (FRN. AAE-7079), Practicing
Company Secretaries as Secretarial Auditor of the Company for first term of five years from 01^st
April 2025 to 31^st March 2030 subject to approval by Shareholders in the ensuing 31^st Annual
General Meeting to hold office till the conclusion of the 36^th AGM of the Company to be held in the
year 2030 and to carry out Secretarial Audit under the provisions of Section 204 of the Companies
Act, 2013 throughout the said Financial years. M/s. BVR & Associates Company Secretaries LLP
have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the
Company and satisfy the prescribed eligibility criteria.

The report of the Secretarial Auditor for the Financial Year 2024-25 in Form MR-3 is annexed to
this report as Annexure I. The Secretarial Audit Report and Secretarial Compliance Report for
the Financial year 2024-25, does not contain any qualification, reservation, or adverse remark,
except for an observation and the corresponding management explanations provided in Note
18(b) of the Board''s report. During the year under review, the Secretarial Auditors have not
reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of
details under Section 134(3) (ca) of the Act is not applicable.

16. COST AUDITORS

Your Company does not fall within the purview of the eligibility criteria prescribed under the
Companies (Cost Records and Audit) Rules, 2014 for the appointment of a Cost Auditor for the
Financial Year 2024-25. Accordingly, a cost audit was not conducted for the said year. However,
the Company continues to maintain adequate cost records in compliance with the requirements
of the aforementioned rules.

17. BOARD MEETINGS

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

18. EXPLANATION TO AUDITOR''S REMARKS
A) STATUTORY AUDIT REPORT

The Statutory Auditors have issued an unqualified Audit Report for the financial year 2024¬
25, with certain observations pertaining to related party transactions and the redemption of
preference shares. With respect to the related party transactions, the observations relate to
loans which are well within the limits prescribed under Sections 185 and 186 of the
Companies Act, 2013. The Management clarifies that a threshold approval limit of ^5 crores
was duly approved by the shareholders at the 28^th Annual General Meeting of the Company
held in the year 2022. Additionally, the observations concerning the redemption of
preference shares and transactions under Section 185 have been duly addressed. The
Management Representation detailing these matters has been submitted to the Auditors.

The specific remarks of the Auditors and corresponding Management explanations are
disclosed in the Notes to the Financial Statements forming part of the Balance Sheet as at 31^st
March, 2025. These notes are self-explanatory and, accordingly, no further comments are
required under Section 134(5) of the Companies Act, 2013.

B) SECRETARIAL AUDIT REPORT

The Secretarial Auditors also had submitted an unqualified Audit Report for the Financial
Year 2024-25 except for the following observations:

Observation. 1.

The Company has complied with the provisions of Equity listing Agreements and SEBI
(Listing Obligations and Disclosure Requirements) entered into with Bombay Stock
Exchange.

However, it is noted that dematerialization of promoter shareholding is less than 100%
(98.62% of the total promoter shareholding has been dematerialized and the rest 1.38% is
in the process of dematerialization and the company is in the process of such conversion.

As per the Management representation it is stated that the company has already requested
the promoter share holder to dematerialize their physical holding. One such Promoter
informed that the corresponding share certificate which was misplaced has been traced out
and shall take steps apply for dematerialization of the same.

19. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

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

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

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

21. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted a Risk Management Policy which sets out the framework for
the management of risks faced by the Company in the conduct of its business to ensure that all
business risks are identified, managed and monitored.

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

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS

NAME	CATEGORY
Mr. S.K Gupta	Chairman & Managing Director
Mrs. Swati Gupta	Non-Executive Director
Mr. Kushagra Gupta	Non-Executive Director & CFO
Mrs. Sarita Jindal	Non-Executive Director
Mrs. Neethu Subramoniyan	Independent Non-Executive Director
Mrs. Arya Surendran	Independent Non-Executive Director
Ms. Mayuri Sinha	Independent Non-Executive Director
Mrs. Hemalatha.G	Independent Non-Executive Director

KEY MANAGERIAL PERSONNEL

NAME	CATEGORY
Mr. S.K Gupta	Chairman & Managing Director
Mr. Kushagra Gupta	Chief Financial Officer
Mrs. Malavika. S Kumar	Company Secretary (as on 31st March 2025)
Ms. Nayana V B	Company Secretary (w.e.f 01 August, 2025)

During the year under review the following were the changes in the composition of Board
and KMP:

Ms. Mayuri Sinha (DIN: 08915515) was appointed with effect from 17.05.2024 and Mr. Kushagra
Gupta (DIN: 08477477), Mrs. Neethu Subramoniyan (DIN: 08788544), Mrs. Arya Surendran
(DIN: 10625534) and Mrs. Hemalatha. G (DIN: 10705286) were appointed with effect from
25.07.2024.

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the Board of Directors hereby states
that, in its opinion, the independent directors appointed during the financial year possess the
requisite integrity, expertise, experience, and proficiency as required for effectively discharging
their duties.

Except for the above, there were no other changes in the Board of the Company during the
Financial Year 2024-25.

Mrs. Sandhya Gopi, Company Secretary and Compliance Officer, resigned with effect from 30^th
May, 2024 due to personal reasons as stated in her resignation letter. Following her resignation,
Mrs. Malavika S. Kumar was appointed as the Company Secretary and Compliance Officer with
effect from 01^st June, 2024. Except for the above, there were no other changes in the Key
Managerial Personnel of the Company during the Financial Year 2024-25.

After the year under review, Mrs. Malavika S. Kumar, Company Secretary and Compliance Officer,
resigned with effect from 30^th July, 2025 due to personal reasons as stated in her resignation
letter. Following her resignation, Ms. Nayana V B was appointed as the Company Secretary and
Compliance Officer with effect from 01^st August 2025.

Mr. Kushgra Gupta (DIN: 08477477), Director, retires by rotation at the ensuing 31^st Annual
General Meeting and being eligible offers himself for re-appointment. The Board recommends his
re-appointment on recommendation by the Nomination and Remuneration Committee.

Brief details of Directors proposed to be appointed/re-appointed, as required under Regulation
36 of the SEBI Listing Regulations, are provided in the Notice of the 31^st Annual General Meeting
as Appendix 1.

The Composition of the Board and Committees are made available on the website of the Company.

23. COMMITTEES OF THE BOARD

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

24. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNAL

No orders were passed by the authorities which impacts the going concern status and Company''s
operations in future.

25. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all assets are
safeguarded and protected against loss from unauthorized use or disposition and those
transactions are authorised, recorded and reported correctly. The internal control is exercised
through documented policies, guidelines and procedures. This is periodically reviewed by the
Audit committee to ensure effectiveness of the internal control system. The internal control is
designed to ensure that the financial and other records are reliable for preparing financial
statements and other data, and for maintaining accountability of persons. The adequacy of
internal financial controls is included in Management Discussion and Analysis Report (MDAR)
which is annexed to the Board''s Report as Annexure III.

26. DECLARATION BY INDEPENDENT DIRECTORS

The Company has four Independent Directors on Board. The Company has received the necessary
declaration from each Independent Director in accordance with Section 149(7) of the Companies
Act, 2013, that they meet the criteria of independence as laid down in sub section (6) of Section
149 of the Companies Act, 2013 and subsequently the same was place at the Board Meeting held
on 27^th May 2025.

The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of
Independence as laid down in sub section (6) of Section 149 of the Companies Act, 2013 and
subsequently the same was place at the Board Meeting held on the same date. The Board is of the
opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise and they hold highest standards of integrity.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

As per the Companies Act, 2013, every company having net worth of 500 crore or more, or
turnover of 1000 crore or more or net profit of 5 crore or more during the immediately preceding
financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the
Board of Directors comprising three or more directors, at least one of whom should be an
independent director and such company shall spend at least 2% of the average net profits of the
company''s three immediately preceding financial years. None of the above criteria become
applicable to your Company during the year under review.

28. AUDIT COMMITTEE

The Audit Committee comprises of Mrs. Neethu Subramoniyan (DIN-08788544) Non-Executive
Independent Director as Chairperson, Mr. Kushagra Gupta (DIN-08477477) Non-Executive Non
Independent Director and Mrs. Arya Surendran (DIN: 10625534), Non-Executive Independent
Director as members.

The Committee had convened four meetings during the period under review. The details are given
in the Corporate Governance Report, which forms part of this Annual Report.

29. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS
BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF
ITS COMMITTEES

The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by
each Director and accordingly the Board shall decide the Appointments, Re-appointments and
Removal of the non-performing Directors of the Company. The Board review the various
strategies of the Company and accordingly set the performance objectives for directors,
consistent with the varying nature and requirements of Company''s business. The Board as a
whole shall discuss and analyze its own performance during the year together with suggestions
for improvement thereon, pursuant to the performance objectives.

30. INDEPENDENT DIRECTOR''S MEETING

The Independent Directors met on 30^th May, 2024, without the attendance of the Non¬
Independent Directors. The Independent Directors reviewed the performance of the Non¬
Independent Directors, the Committees and the Board as a whole along with the performance of
the Chairman of your Company, taking into account the views of Company''s Executive Director
and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the management and the Board that is necessary for the Board to effectively
and reasonably perform its duties.

31. SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the
appropriate characteristics, qualification, skills and experience for the Board as a whole and its
individual members with the objective of having a Board with diverse backgrounds and
experience.

As per the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and
Remuneration Committee has formulated a "Policy on Remuneration of Director, Key Managerial
Personnel & Senior Employees''''. The web link is disclosed in Annexure IV to this report.

32. EVALUATION OF BOARD''S PERFORMANCE

The Board has annually evaluated the performance of the Board, its committees and individual
Directors including the Chairman of the Board. The Board evaluated the performance of Non¬
Executive and Independent Directors and their core skills, expertise and competencies.

The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by
each Director and accordingly the Board shall decide the appointments, re-appointments and
removal of the non-performing Directors of the Company. The Company has accordingly, set the
performance objectives for directors, consistent with the varying nature and requirements of
Company''s business. The Board as a whole shall discuss and analyze its own performance during
the year together with suggestions for improvement thereon, pursuant to the performance
objectives.

33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keep its Independent Directors informed of the activities of the
Company, its management and operations and provides an overall industry perspective as well
as issues being faced by the industry. The web link is disclosed in Annexure IV to this Report.

34. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has put in place a Vigil Mechanism and Whistle Blower Policy in place pursuant to
the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and as per Regulation 4(2) (d)(iv)
and 34 (3) read with para 10 of part C of Schedule (V) of SEBI (LODR) Regulation 2015. The
mechanism also provides for adequate safeguards against victimization of Directors and
Employees who avail the mechanism also provides for direct access to the Chairman of the Audit
Committee in special cases. Employees are free to report violations of laws, rules, regulations or
unethical conduct to their immediate supervisor/notified persons. The reports received from any
employee will be reviewed by the Audit committee. The Directors and senior management are to
maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected
to any discriminatory practice. The weblink of the policy is available under the list of policies
disclosed as Annexure IV to the Boards Report.

35. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and
has put in place an effective corporate governance system. In terms of Regulation 34 of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Report on Corporate Governance along with Compliance Certificate issued
by Practicing Company Secretary of the Company is attached to the Annual Report and forms an

integral part of this Report. This certificate will also be sent to the Stock Exchanges, where the
shares of the Company are listed, BSE Ltd. along with the Annual report to be filed by the
company.

Declaration by CEO/CFO that the Board Members and Senior Management Personnel have
complied with the Code of Conduct, [Clause 49 II E (2) of LA] is annexed and also forming part of
this report.

36. MANAGERIAL REMUNERATION

The Remuneration Policy for selection of Directors and determining their Independence sets out
the guiding principles for the Nomination and Remuneration Committee for identifying the
persons who are qualified to become the Directors. Your Company''s Remuneration Policy is
directed towards rewarding performance based on review of achievements.

None of the employees employed throughout the Financial year 2024-25 are in receipt of
remuneration of Rupees One Crore and Two lakhs or more in aggregate and none of the
employees employed for part of the year are in receipt of Rupees Eight Lakhs and Fifty Thousand
per month as specified in Rule 5(2) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”)
forms part of the Corporate Governance Report and is annexed to this Report as Annexure V.

The statement containing names of top ten employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate Annexure forming part of this Report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any
Member interested in obtaining a copy of the same may write to the Company Secretary. Your
Company''s policy on directors'' appointment and remuneration and other matters
(“Remuneration Policy”) pursuant to the provisions of Section 178(3) of the Act is available on
the website of your Company at: https://primaindustries.in/policies/docs/Remuneration-
Policy-Directors.pdf

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

Your Company believes in providing a safe and harassment free workplace for every individual
working in the company premises through various interventions and practices. The Company
endeavors to create and provide an environment that is free from discrimination and harassment
including sexual harassment. In this light, the company has framed a well-defined policy on
Prevention of Sexual Harassment for an employee.

Your Company has constituted an Internal Complaints Committee (ICC) in line and in compliance
with the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made thereunder, to consider and resolve any
complaints related to sexual harassment.

During the year under review, the details of cases (if any) filed pursuant to The Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 is as follows:

• Number of complaints of sexual harassment received in the year: Nil

• Number of complaints disposed off during the year: Nil

• Number of cases pending for more than ninety days: Nil

38. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company
have not reported any instances of fraud committed in your Company by its officers or employees,
to the Audit Committee under Section 143(12) of the Act.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

As required under Clause 49 of the Listing Agreement with Stock Exchanges, the Management
Discussion and Analysis Report is enclosed as a part of this report as Annexure- III.

40. BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and
the SEBI Listing Regulations are provided in Annexure - IV to this report.

41. DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

b) the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31^st March, 2025 and of the profit/loss of the Company
for that period;

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

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

e) the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

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

42. GENERAL DISCLOSURES

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

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

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

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

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

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

6. Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any
remuneration or commission from any of its subsidiaries as it is not having any its subsidiaries.

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

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

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

44. FINANCIAL AND OPERATIONAL PERFORMANCE

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

45. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.
Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled
the Company to remain at the forefront of the industry. It has taken various steps to improve
productivity across organization.

Your Company continued to receive co-operation and unstinted support from the distributors,
retailers, stockiest, suppliers and others associated with the Company as its trading partners. The
Directors wish to place on record their appreciation for the same and your Company will continue
in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co¬
operation with each other and consistent with consumer interest.

46. HUMAN RESOURCES

The Company''s HR philosophy is to establish and build a high performing organization, where
each individual is motivated to perform to the fullest capacity to contribute to developing and
achieving individual excellence and departmental objectives and continuously improve
performance to realize the full potential of our personnel. The Company is giving direct
employment to about 61 employees as per the payroll as on 31^st March 2025 out of which 31 are
permanent staff and 30 are laborers.

47. APPRECIATION

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

For and on behalf of the Board
For Prima Industries Limited

Sd/-

S.K.Gupta

Place: Cochin Chairman and Managing Director

Date : 04.08.2025 (DIN: 00248760)

---

Mar 31, 2024

It''s a matter of enormous pleasure to present to you the 30^th Annual Report for the Financial Year 2023- 24 on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2024. This year has been marked by substantial achievements that will define the future of our company. Despite notable challenges, we have maintained our dedication to excellence and innovation in the Cattle Feed industry.

GLOBAL ECONOMY.

The global economy demonstrated remarkable resilience in the Financial Year 2023-24, navigating through various challenges such as persistent inflationary pressures, aggressive monetary policy tightening by central banks, continuation of geopolitical tensions, elevated public debt amidst tight financial conditions, weak recovery in China, etc. Concerted efforts by policymakers and structural reforms aimed at boosting productivity emerged as key focus areas to sustain global economic expansion.

Amidst this global uncertainty, India remained the fastest growing economy, retaining its position as the world''s fifth largest economy. Our GDP growth of 7.6% in FY 2023-24 over 7% reported in the Financial Year 2023 was primarily driven by strong domestic demand, increased investments, a stable interest rate scenario and favourable government policies. This exceptional performance is a testament to India''s robust economic momentum and resilience.

OUTLOOK FOR THE INDIAN ECONOMY

Notwithstanding a volatile global macroeconomic environment, the outlook for the Indian economy remains optimistic. Strong fundamentals, such as sustained political stability, enhanced government focus on public capex, increasing private capex, growing credit demand, low debt levels and deleveraged balance sheets of most companies, are expected to substantially contribute to economic growth. The Reserve Bank of India''s prompt and decisive monetary policy measures, which include suitable policy rates and liquidity measures, are further fuelling India''s rapid expansion. India continues to be a massive consumption-driven economy and along with higher capacity utilization across sectors, economic growth is likely to continue in the coming years.

2024 begins at a critical and delicate juncture. India is poised to play defining role in shaping the future of the global economy in 2024 and beyond. India could become the world''s 3rd largest economy in the next 5 years

Growth Projection: The review predicts that India''s GDP will grow close to 7% in 2024-25, with the potential to go “well above” 7% by 2030.

The economy is expected to expand from about $3.7 trillion this year to $5 trillion in three years, making it the world''s third-largest, and could even reach $7 trillion by 2030.

ABOUT THE COMPANY

Prima Industries Ltd, a prominent member of the Prima Group of Companies, stands out as a diversified industrial group deeply rooted in the Agro & FMCG sectors. Headquartered in Kochi, the company maintains a robust presence throughout Kerala, supported by manufacturing facilities strategically located in Cochin, Trivandrum, Palakkad, Aluva, and Koratty.

Since its inception on 17th November 1994 as a publicly listed entity, Prima Industries Ltd has made significant strides in the industrial landscape. Located across 18 acres in the New Industrial Development Area on Menon Para Road, Kanjikode, Palakkad-678621, the company operates three crucial production units: a Solvent Extraction Plant, an Edible Oil Refinery, and a Compounded Animal Feed Plant.

Prima Industries Ltd has earned a reputation for its unwavering commitment to quality and reliability, key pillars that underpin its steady growth trajectory. The company has established itself as a trusted partner in contract manufacturing for KSE Limited, distinguishing itself in a competitive market landscape. Notably, in the realm of edible oil refining, Prima Industries Ltd faces competition from industry stalwarts like Kerafed, Periyar Oil Mills, Chakkiyath Oil Mills, and Vallukkaran Oil Mills, among others.

Through its dedication to excellence and a customer-centric approach, Prima Industries Ltd continues to strengthen its position as a leader in the agro-industrial sector, setting benchmarks for quality and customer satisfaction.

1. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK.

The Prima Group of Companies has been built on a solid foundation of trust that we have established with all stakeholders over the last Twenty-Nine Years. The year gone by is representative of the value Prima Industries Limited continues to create for all its stakeholders. The overall performance of the Company has witnessed a healthy growth in profits. The total turnover of the Company is Rs. 79.37 Million during the F Y 2023-24 as against Rs. 75.73 Million during the previous year.

The Animal Feed Division of Prima Industries Limited functions towards backward integration as major portion of de-oiled cake produced in its Refinery would be consumed for its Animal Feed Unit. Hygienically prepared and packed Cattle Feed in pellets form is being produced in this plant with modern technology and skill. This unit, as presently structured, is poised to produce a variety of Animal Feeds. The Company has installed the most modern plant with computerized controls. By adopting sophisticated techniques and evolving recipes with appropriate ingredients to meet the nutritional and energy requirements of cattle, poultry and goats, Prima has been able to supply cattle feeds of high quality to the domestic market.

The Solvent Extraction Division at Prima Industries Ltd is a sophisticated unit capable of processing diverse oil cakes, rice bran, and various oil-bearing materials. This versatility allows the division to capitalize on seasonal price variations of raw materials, thereby optimizing operational efficiencies.

Looking ahead, Prima Industries Ltd is poised for strong growth, committed to delivering unparalleled value to its customers. Supported by government initiatives aimed at enhancing economic conditions, including fostering new employment opportunities and business prospects, the company remains optimistic about the future. As a socially responsible entity, Prima Industries Ltd is dedicated to contributing positively to the national economy, ensuring sustained

development and prosperity for the nation.

2. FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on 31st March, 2024 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

Despite a decline in revenue growth of -23.71% and decline in profit growth of -44.37% during the last 3 Financial Years, the company is virtually debt free and has an efficient cash conversion cycle of -450.56 days. The company has a healthy liquidity position with current ratio 5.44 and a strong degree of operating leverage, the average operating leverage stands at 10.72.

KEY FINANCIAL HIGHLIGHTS

The financial performance of your Company during the Financial Year 2023-2024 is produced below:

Financial Highlights (Statement of Profit and Loss) (figures in million)

Particulars	Standalone		Consolidated
	FY-2023-24	FY-2022-23	FY-2023-24	FY-2022-23
Revenue from operation	79.37	75.73	79.37	75.73
Other Income	18.08	3.39	18.08	3.39
Total Income	97.45	79.12	97.45	79.12
Less: Depreciation and amortization expense	6.18	8.22	6.18	8.22
Less: Other expenses	78.87	67.34	78.87	67.34
Profit before Exceptional Items	12.39	3.56	12.39	3.56
Add/(Less): Exceptional items and Prior Period item	0.00	0.00	0.00	0.00
Profit Before Tax	12.39	3.56	12.39	3.56
Less: Tax expense	7.85	-0.91	7.85	-0.91
Net Profit for the Year	4.54	4.46	4.54	4.46
Paid up equity share capital (No. of shares) (Face value per share Rs.10 each)	10.79	10.79	10.79	10.79
Earnings per equity share from continuing operations (Basic)	0.42	0.41	0.42	0.41
Earnings per equity share from continuing operations (Diluted)	0.42	0.41	0.42	0.41

3. CHANGE IN NATURE OF BUSINESS.

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

4. CHANGES IN SHARE CAPITAL

There were no changes in the share Capital during the year. Further report that:

a. The Company has not bought back any of its securities during the year under review.

b. The Company has not issued any Sweat Equity Shares during the year under review.

c. No Bonus Shares were issued during the year under review.

d. The Company has not provided any Stock Option Scheme to the employees.

e. The Company has not issued any Equity shares with Differential Rights.

f. The Company had extended the redemption period of Preference shares due for redemption from 3 years to 13 years after obtaining the written consent form the Preference shareholder, holding 100 % Preference shares of the Company. These shares were originally issued on 12^th April 2013 and is due for redemption on 11^th April 2026.

5. DEPOSITS

Your Company has not invited any deposits from public and shareholders in accordance with the provisions of Section 73 and 74 of the Companies Act, 2013.

6. DIVIDEND

With a view to conserve the resources of the Company, the Directors are not recommending any dividend on Equity Shares for the year under review. However the Company had declared and paid during the reporting year , 10% Preference dividend per annum for 4 years out of the 10 years Preference Dividend which are in arrears.

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

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

During the period under review, your Company has not declared any dividend on its Equity Shares. However, we are pleased to report that dividend arrears for four years on our Redeemable Preference Shares were successfully declared and paid during the Financial Year 2023-24.

As on March 31, 2024, there are no unclaimed or unpaid dividends, thus eliminating the need for any transfer of funds to the Investor Education and Protection Fund (IEPF).

8. AMOUNTS TRANSFERRED TO RESERVES

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

9. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Your company has not given directly or indirectly any loan to any person or other body corporate or has given any guarantee or provided security in connection with a loan to any other body corporate or person; and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more during the Financial year 2023-24.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Related Party Transactions that were entered during the Financial Year under review were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review other than those reported in the accounts. The Company has a process in place to periodically review and monitor Related Party Transactions. All the related party transactions were in the ordinary course of business and at arm''s length as prescribed under Section 188(1) of the Companies Act, 2013. The Audit Committee has approved all related party transactions for the FY 2023-24 and estimated transactions for FY 2024-25.

As your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable. The information required under

Regulation 23 of the SEBI Listing Regulations read with SEBI Circular dated 22^nd November, 2021 is provided as Appendix 2 and 3 of the Notice of 30^th Annual General Meeting.

11. SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

Your Company does not have any subsidiaries, joint ventures or associate companies.

12. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft Annual Return as on 31st March, 2024 prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your Company at www.primaindustries.in.

13. INTERNAL AUDITORS

Your Company has in place adequate internal financial controls with reference to the Financial Statements. Your Company has appointed M/s Grand Mark and Associates (FRN 011317N) as the Internal Auditor for the Financial Year 2023-2024. The Audit Committee had considered and approved its Internal Audit Report for the FY 2023-24 and the same was reviewed by the Statutory Auditors also. It was further adopted by the Board of Directors at its meeting held on 30^th May 2024. Further, M/s Grand Mark and Associates (FRN 011317N) were also appointed as the Internal Auditor for the Financial Year 2024-25.

14. STATUTORY AUDITORS.

M/s. G. Joseph & Associates, Chartered Accountants (Firm Registration No. 006310S) were appointed as the Statutory Auditors for the term of five consecutive years, from the conclusion of the 28^th Annual General Meeting held on 18-09-2022 till the conclusion of the 33^rd Annual General Meeting to be held in the year 2027 to examine and audit the accounts of the Company during the said period. Your Company has received confirmation from the Statutory Auditors to the effect that their appointment, is in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Statutory Auditor''s report for Financial Year 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards'' Report. Also, the Notes to the Financial Statements referred in the Auditors Report are selfexplanatory.

15. SECRETARIAL AUDITORS

Your Board had appointed M/s. BVR & Associates Company Secretaries LLP (FRN. AAE-7079), a firm of practicing Company Secretaries to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial year 2023-24. The report of the Secretarial Auditor in Form MR-3 is annexed to this report as Annexure II.

16. COST AUDITORS.

Your Company does not qualify for the eligibility norms of Companies (Cost Records and audit) Rules, 2014 regarding appointment of Cost Auditor for conducting cost audit. Accordingly, Cost Audit was not conducted for the Financial Year 2023-24. However, the company is maintaining adequate cost records as stated under the said rules.

17. BOARD MEETINGS

Throughout the Financial Year 2023-24, your Company convened four Board Meetings on the following dates: 30th May 2023, 29th July 2023, 20th October 2023, and 12th February 2024. For comprehensive information, kindly refer to the Corporate Governance Report included in this Annual Report.

18. EXPLANATION TO AUDITOR''S REMARKS.a) STATUTORY AUDIT REPORT.

Your Auditors had submitted an unqualified Audit Report for the Financial Year 2023-24 except a mentioning about few related party transactions in the form of loans which are well within the limit specified in Section 186 of the Companies Act, 2013. The comments/observations of Auditors are explained in the Notes to the Accounts, forming part of the Balance Sheet as at 31^st March, 2024 which are self - explanatory and therefore do not call for any further comment under Section 134(5) of the Companies Act, 2013.

b) SECRETARIAL AUDIT REPORT

(i) The Secretarial Auditors also had submitted an unqualified Audit Report for the Financial Year 2023-24 except for the following observations:

Observationl.

The Company has paid the arrear cumulative preference dividend (cumulative dividend of 4 years from Financial Years 2013-2014 to 2016-2017) to its shareholders during the period under scrutiny.

As per the Management representation it is stated that the company had paid off the declared Preference dividend in full within the specified time frame.

Observation. 2.

The Company has complied with the provisions of Equity listing Agreements and SEBI (Listing Obligations and Disclosure Requirements) entered into with Bombay Stock Exchange.

However, it is noted that dematerialization of promoter shareholding is less than 100% (98.24% of the total promoter shareholding has been dematerialized and the rest 1.76% is in the process of dematerialization and the company is in the process of such conversion.

As per the Management representation it is stated that the company is in the process of dematerializing the said shares as the corresponding share certificate which was misplaced has been found by the promoter recently.

19. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

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

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

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

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

21. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted a Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored.

Your company has constituted a Risk Management Committee and the composition is detailed under Corporate Governance Report which forms part of this Report. The Committee on timely basis informs the Board of Directors about risk assessment and minimization procedures which in the opinion of the Committee may threaten the existence of the Company, if any. The details of Risk Management Committee and its frequency of meetings are included in the Corporate Governance Report. Your

Company had insured all its fixed assets to cover all financial risks. The Audit Committee has additional oversight in the area of financial risks and controls.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS
NAME	CATEGORY
Mr. S.K Gupta	Chairman & Managing Director
Mrs. Swati Gupta	Non-Executive Director
Mr. Kushagra Gupta	Non-Executive Director & CFO
Mrs. Sarita Jindal	Non-Executive Director
Mrs. Neethu Subramoniyan	Independent Non-Executive Director
Mrs. Arya Surendran	Independent Non-Executive Director
Ms. Mayuri Sinha	Independent Non-Executive Director
Mrs. Hemalatha.G	Independent Non-Executive Director
KEY MANAGERIAL PERSONNEL
NAME	CATEGORY
Mr. S.K Gupta	Chairman & Managing Director
Mr. Kushagra Gupta	Chief Financial Officer
Mrs. Malavika. S Kumar	Company Secretary

Mrs. Sandhya Gopi, Company Secretary and Compliance Officer resigned w.e.f., 30^th May 2024 post which Mrs. Malavika S Kumar was appointed as the Company Secretary and Compliance Officer w.e.f., 01^st June 2024. Apart from the above, there were no changes in the Key managerial Personnel of the Company during the period 2023-2024.

The Composition of the Board and Committees are made available on the website of the Company.

Mrs. Swati Gupta (DIN: 00249036), Director, retires by rotation at the ensuing 30^th Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her reappointment on recommendation by the Nomination and Remuneration Committee.

The Board has considered the recommendation of the Nomination and Remuneration Committee for the appointment of Mr. Kushagra Gupta (DIN: 08477477) and Mrs Sarita Jindal (DIN: 00021622) as Non-Executive Non Independent Directors, and Mrs. Arya Surendran (DIN:10625534), Mrs. Neethu Subramoniyan (DIN: 08788544) and Mrs. Hemalatha (DIN: 10705286) as Non Executive Independent Directors who were appointed on the Board w.e.f 25^th July 2024 as Additional Directors to be regularized as Directors in the respective categories at the ensuing 30^th Annual General Meeting. The Board at their meeting held on 25^th July 2024 also recommended for the approval of members at the ensuing 30^th Annual General Meeting, the appointment of Ms. Mayuri Sinha (DIN: 08915515), who was initially appointed by the Board on recommendation of Nomination and Remuneration Committee vide Circular resolution passed on 17^th May 2024 which was noted at the Board Meeting held on 30^th May 2024 as Additional Director in the category of Non Executive Independent Director.

Brief details of Directors proposed to be appointed/re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the 30^th Annual General Meeting as Appendix 1.

23. COMMITTEES OF THE BOARD

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

24. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL.

No orders were passed by the authorities which impacts the going concern status and Company''s operations in future.

25. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. The internal control is exercised through documented policies, guidelines and procedures. This is periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons. The adequacy of internal financial controls is included in Management Discussion and Analysis Report (MDAR) which is annexed to the Board''s Report as Annexure I.

26. DECLARATION BY INDEPENDENT DIRECTORS

The Company has three Independent Directors on Board. The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in sub section (6) of Section 149 of the Companies Act, 2013 and subsequently the same was place at the Board Meeting held on 30^th May 2024.

Your Company proposes to regularize four Independent Directors at the 30^th Annual General Meeting who were initially appointed on the Board as Additional directors, the details of which are mentioned as Appendix I which forms part of this Report. The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in sub section (6) of Section 149 of the Companies Act, 2013 and subsequently the same was place at the Board Meeting held on the same date.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

As per the Companies Act, 2013, every company having net worth of 500 crore or more, or turnover of 1000 crore or more or net profit of 5 crore or more during the immediately preceding financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the company''s three immediately preceding financial years. None of the above criteria become applicable to your Company during the year under review.

28. AUDIT COMMITTEE

The Audit Committee comprises of Mrs. Neethu Subramoniyan (DIN-08788544) Non- Executive Independent Director as Chairperson, Mr. Kushagra Gupta (DIN-08477477) Non Executive Non Independent Director and Mrs. Arya Surendran (DIN: 10625534), Non- Executive Independent Director as members. The Committee had convened four meetings during the period under review. The details are given in the Corporate Governance Report, which forms part of this Annual Report.

29. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES.

The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by each Director and accordingly the Board shall decide the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. The Board review the various strategies of the Company

and accordingly set the performance objectives for directors, consistent with the varying nature and requirements of Company''s business. The Board as a whole shall discuss and analyze its own performance during the year together with suggestions for improvement thereon, pursuant to the performance objectives.

30. INDEPENDENT DIRECTOR''S MEETING:

The Independent Directors met on 30^th May, 2023, without the attendance of the Non-Independent Directors. The Independent Directors reviewed the performance of the Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Company''s Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

31. SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, qualification, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience.

As per the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has formulated a "Policy on Remuneration of Director, Key Managerial Personnel & Senior Employees''''. The web link is disclosed in Annexure IV to this report.

32. EVALUATION OF BOARD''S PERFORMANCE

The Board has annually evaluated the performance of the Board, its committees and individual Directors including the Chairman of the Board. The Board evaluated the performance of Non-Executive and Independent Directors and their core skills, expertise and competencies.

The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by each Director and accordingly the Board shall decide the appointments, re-appointments and removal of the non-performing Directors of the Company. The Company has accordingly, set the performance objectives for directors, consistent with the varying nature and requirements of Company''s business. The Board as a whole shall discuss and analyze its own performance during the year together with suggestions for improvement thereon, pursuant to the performance objectives.

33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keep its Independent Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The web link is disclosed in Annexure I to this Report.

34. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and has put in place an effective corporate governance system. In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with Compliance Certificate issued by Practicing Company Secretary of the Company is attached to the Annual Report and forms an integral part of this Report. This certificate will also be sent to the Stock Exchanges, where the shares of the Company are listed, BSE Ltd. along with the Annual report to be filed by the company.

Declaration by CEO/CFO that the Board Members and Senior Management Personnel have complied with the Code of Conduct, [Clause 49 II E (2) of LA] is annexed and also forming part of this report.

35. MANAGERIAL REMUNERATION

The Remuneration Policy for selection of Directors and determining their Independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements.

None of the employees employed throughout the Financial year 2023-24 are in receipt of remuneration of Rupees One Crore and Two lakhs or more in aggregate and none of the employees employed for part of the year are in receipt of Rupees Eight Lakhs and Fifty Thousand per month as specified in Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) forms part of the Corporate Governance Report and is annexed to this Report as Annexure II.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this Report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. Your Company''s policy on directors'' appointment and remuneration and other matters (“Remuneration Policy”) pursuant to the provisions of Section 178(3) of the Act is available on the website of your Company at: https://primaindustries.in/policies/docs/Remuneration-Policy-Directors.pdf

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

Your Company believes in providing a safe and harassment free workplace for every individual working in the company premises through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. In this light, the company has framed a well-defined policy on Prevention of Sexual Harassment for an employee.

Your Company has constituted an Internal Complaints Committee (ICC) in line and in compliance with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, to consider and resolve any complaints related to sexual harassment. During the year under review there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

37. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

As required under Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report as Annexure- I.

39. BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and the SEBI Listing Regulations are provided in Annexure - IV to this report.

40. DIRECTOR''S RESPONSIBILITY STATEMENT

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

a) in the preparation of the Annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit/loss of the Company for that period;

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

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

e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

41. GENERAL DISCLOSURES

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

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

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

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

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

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

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

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

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

43. FINANCIAL AND OPERATIONAL PERFORMANCE

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

44. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry. It has taken various steps to improve productivity across organization.

Your Company continued to receive co-operation and unstinted support from the distributors, retailers, stockiest, suppliers and others associated with the Company as its trading partners. The Directors wish to place on record their appreciation for the same and your Company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other and consistent with consumer interest.

45. HUMAN RESOURCES

The Company''s HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel. The Company is giving direct employment to about 56 employees as per the payroll as on 31^st March 2024 out of which 26 are permanent staff and 30 are laborers.

46. APPRECIATION

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

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annuel Report together with the Audited Balance Sheet end Profit end Loss Accounts for the year ended 31st March 2015.

INTRODUCTION

The global economy in FY 2014-15 witnessed divergent trends. Despite unpredictable headwinds, the global economic recovery is gaining momentum. Indie's economy is poised to return to its high-growth path, thanks to lower fiscal end current account deficits, felling inflation end structural reforms to boost investments. Monetary policy is also likely to be supportive with the Reserve Bank of Indie (RBI) having moved to flexible inflation targeting. The manufacturing sector is likely to benefit from lower interest rates.

Your Company's performance for the year 2014-15 has to be viewed in the context of aforesaid economic end market environment. In a highly competitive scenario, where new brands end offerings ere entering the market almost every quarter, your Company delivered competitive growth, driven by innovation, sharper in-merket execution, end competitive marketing.

1. PERFORMANCE OF THE COMPANY (STANDALONE)

During the year, the Company achieved gross revenue of Rs. 2348.21 Lecs end hed incurred a loss of Rs. 31.51 Lecs

Financial Results (in Lacs)

Current Year Previous Year

Particulars

31/03/2015 (Rs.) 31/03/2014 (Rs.)

Turnover 1951.68 2234.28

Processing Income 396.53 221.25

Profit Before depreciation 58.03 160.49

Depreciation 89.66 98.57

Profit (Loss) after Depreciation & -31.51 62.07 Texes

2. DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits/due to loss incur- red by the Company.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there wes no dividend de- clared end paid lest year.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

With greet pleasure we mey report that with the enduring end dedicated effort of Directors your Company had come out of its financial difficulty it had faced during the pest few years. Now your Com pany become a debt free company end had no outstanding long term borrowings from outside.

Your Company had settled ell the sales Tex dues under Amnesty scheme during the reporting year.

Trading in shares of your Company had already restarted in Bombay Stock Exchange and shareholders can take use of this facility by de-mating your holdings. Share holders may please take note that de-mat facility for the shares of the company is now available through NSDL and CDSL. All share holders are requested to de-mat the shares held by them.

Your Company is a complex unit with Solvent Extraction Division, Oil Refining Division and Animal Feed Division, which are situated at Kanjikode, Palakad. It can process all types of oil cakes and other oil-bearing materials such as rice bran and oil seeds. This unique adaptability enables the unit to avail of the advantages of seasonal variations in the prices of various raw materials. This plant has the capacity to extract oil from any oil-bearing material such as Mustard, Cottonseed, Rapeseed, and Sunflower Cake etc.

Its Animal Feed Division functions towards backward integration as major portion of de-oiled cake produced in its Refinery would be consumed for its Animal Feed Unit. Hygienically prepared and packed Cattle Feed in pellets form is being produced in this plant with modern technology and skill. This plant has a capacity of 250MT production per day. This unit, as presently structured, is poised to produce a variety of Animal Feeds. The Company has installed the most modern plant with computerized controls. By adopting sophisticated techniques and evolving recipes with appropriate ingredients to meet the nutritional and energy requirements of cattle, poultry and goats, Prima has been able to supply cattle feeds of high quality to the domestic market.

The present capacity utilization of Prima's manufacturing facilities are around 70 to 75% of the installed capacities, Bulk of the capacity utilization is for conversion contracts for well established companies like Kerala Feeds , KSE etc . Their products are manufactured according to their own specifications. Your Company was able to secure processing contract form Kerafed, a State Govt. undertaking for processing their Oil Cake through your Plant.

5. CHANGE IN THE NATURE OF BUSINESS.

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

6.INTERNAL FINANCIAL CONTROL

Your Company is having adequate internal financial controls with reference to the Financial Statements. And the statutory auditors are satisfied with the present system of internal control.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There are no subsidiary companies or joint ventures. The following are the Associate Companies.

(i) M/s Prima Agro Ltd

(ii) M/s Ayyappa Roller Flour Mills Ltd

(iii) Prima Beverages Pvt Ltd

(iv) PAPL EXIM India Ltd

(v) Prima Credits Ltd

(vi) Prima Alloys (P) Ltd

(vii) Ayyappa Real Estates(P) Ltd

Performance of the above associate companies are not included in the Financial Results.

8. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

9. DIRECTORS

(i) During the reporting year Mrs Swati Gupta (DIN.00249036) was appointed as additional Director of the company w.e.f. 31.03.2015. Her term of office is ending at the forthcoming Annual General Meeting of the company, who being eligible, offered herself for re-appointment and the same is being proposed in the forthcoming Annual General Meeting of the Company.

(ii) During the reporting year Mr. S.K. Gupta (DIN :01575160), Director is retiring by rotation and who being eligible, offered himself for re-appointment and the same is being proposed in the forthcoming Annual General meeting

10. STATUTORY AUDITORS

M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment and also indicated their willingness to be reappointed. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

11. Auditors' Report

The Auditors had submitted an unqualified Audit Report for the Financial Year 2014-15.

12. SHARECAPITAL

There were no changes in the share Capital during the year.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any STOCK OPTION Scheme to the employees.

13. EXTRACT OF ANNUAL RETURN

The extract of the annual return as per section 92 (1) of the Companies Act 2013 in Form No. MGT - 7 forming part of the Board's report is annexed separately.

21. RISK MANAGEMENT POLICY

The Company had insured all its fixed asset and stock to cover any possible risk.

22..PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels.

Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed.

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

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report.

25. DIRECTOR'S RESPONSIBILITY STATEMENT (as per section 134(5) of the Companies Act, 2013)

The Directors confirm:

* that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

* that the Company has adopted prudent accounting policies.

* that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

* that the Annual Accounts of the Company have been prepared on a going concern basis.

* that the company had laid down sufficient internal financial controls in the operations of the Company.

* That the Company had devised proper systems to ensure Compliance with the provisions of all applicable laws.

26. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

27. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by The Company's Banks for their continued support to the company. Your Directors also thank the Management of M/s Kerala Feeds Ltd and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt. depts, employees and share holders for their active support and co-operation.

For and on behalf of the Board sd/- Place: Cochin Sanjay Gupta Date: 07.08.2015 Managing Director

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Mar 31, 2014

The Members of Prima Industries Limited

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2014.

1.PERFORMANCE

During the year, the Company achieved gross revenue of Rs. 2455.53 Lacks and had made a profit of Rs. 61.92 Lacks(Previous loss of Rs.80.84 Lacks).

2.Financial Results

Current Year Previous Year Particulars 31/03/2014 31/03/2013 (Rs. in Lacks) (Rs. in Lacks)

Turnover 2234.28 1157.06

Processing Income 221.25 191.66

Profit Before depreciation 160.49 -45.24

Depreciation 98.57 105.49

Profit (Loss) after Depreciation & Taxes 61.92 -80.84

DIRECTORS

During the reporting year Mr.Rajyawardhan Agarwal, the director of the Company had to be retired by rotation and since he is eligible for reappointment the same is being proposed in the forthcoming Annual General Meeting of the Company. He is an independent director of the Company who meets the criteria as per the provisions of section 149(6) of the Companies Act, 2013.

AUDITORS

M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment and also indicated their willingness to be reappointed.

COMMENTS ON THE AUDITORS'' REPORT

The Auditors had presented their report without any special comments for the FY 2013-14.

( Audit Report is attached to this Annual Report for reference)

PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all

STATUTORY DISCLOSURES

The Company has not accepted any deposits under the provisions of Companies (Acceptance of Deposits) Rules, 1975

Your Company does not have any employee in respect of whom information under Section 134(3)(e) of the Companies Act, 2013, is required to be annexed.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT (as per section 134(5) of the Companies Act,2013)

The Directors confirm:

That the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts. v That the Company has adopted prudent accounting policies.

That proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

That the Annual Accounts of the Company have been prepared on a going concern basis.

That the Company had laid down sufficient internal financial controls in the operations of the Company.

That the Company had devised proper systems to ensure Compliance with the provisions of all applicable laws.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by The Company''s Banks for their continued support to the company. Your Directors also thank the Management of M/s Kerala Feeds Ltd, M/s Kerafed Ltd and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt. depts., employees and share holders for their active support and co-operation.

For and on behalf of the Board Sd/- Sanjay Gupta

Place: Cochin Managing Director

Date : 26.06.2014

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Mar 31, 2013

To The Members of Prima Industries Limited

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2013.

PERFORMANCE

During the year, the Company achieved gross revenue of Rs.1348.72 Lacs and had incurred a loss of Rs. 80.84 Lacs.

Financial Results

Current Year Previous Year Particulars 31/03/2013(Rs.) 31/03/2012(Rs.)

Turnover 1157.06 490.41

Processing Income 191.66 198.67

Profit Before depreciation -45.24 -98.56

Depreciation 105.49 100.79

Profit (Loss) after Depreciation & Taxes -80.84 -199.35

FUTURE PROSPECTS

With great pleasure we may report that with the enduring and dedicated effort of Directors your Company had come out of its financial difficulty it had faced for the last 15 years. The Promoters had arranged funds to settle the over dues of financial institutions under One Time Settlement Schemes approved by them. We are hopeful that the net worth of your Company will become positive in the coming years.

Trading in shares of your Company had already restarted in Bombay Stock Exchange and shareholders can take use of this facility by de-mating your holdings. Share holders may please take note that de- mat facility for the shares of the company is now available through NSDL and CDSL. All share holders are requested to de-mat the shares held by them.

Your Company had issued Redeemable preference shares for Rs.600 lakhs on private placement basis to persons from whom Company borrowed fund for paying off the dues to the Financial institutions.

During the year your company had forfeited the partly paid equity shares after complying with the formalities and as permitted by SEBI.

Your Company is a complex unit with Solvent Extraction Division, Oil Refining Division and Animal Feed Division, which are situated at Kanjikode, Palakad . It can process all types of oil cakes and other oil- bearing materials such as rice bran and oil seeds. This unique adaptability enables the unit to avail of the advantages of seasonal variations in the prices of various raw materials. This plant has the capacity to extract oil from any oil-bearing material such as Mustard, Cottonseed, Rapeseed, and Sunflower Cake etc.

Its Animal Feed Division functions towards backward integration as major portion of de-oiled cake produced in its Refinery would be consumed for its Animal Feed Unit. Hygienically prepared and packed Cattle Feed in pellets form is being produced in this plant with modern technology and skill. This plant has a capacity of 250MT production per day. This unit, as presently structured, is poised to produce a variety of Animal Feeds. The Company has installed the most modern plant with computerized controls. By adopting sophisticated techniques and evolving recipes with appropriate ingredients to meet the nutritional and energy requirements of cattle, poultry and goats, Prima has been able to supply cattle feeds of high quality to the domestic market.

The present capacity utilization of Prima''s manufacturing facilities are around 70 to 75% of the installed capacities, Bulk of the capacity utilization is for conversion contracts for well established companies like Kerala Feeds , KSE etc . Their products are manufactured according to their own specifications. Your Company is negotiating with Kerafed, a State Govt undertaking for processing their Oil Cake through your Plant. If we could finalise the deal,your Company management is fully confident of achieving the maximum utilization of manufacturing facility of all the plants.

DIRECTORS

During the reporting Year Mr Chrley Rodrigues, director of the Company had resigned from the post and in his place; your Company had inducted Mr. S K Gupta as additional director to the Board and elected him as the Chairman of the Board. His term office is ending at the forthcoming Annual General Meeting of the company, who being eligible, offered himself for re-appointment and the same is being proposed in the forthcoming Annual General Meeting of the Company .

AUDITORS

M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment and also indicated their willingness to be reappointed.

COMMENTS ON THE AUDITORS'' REPORT

The Auditors had presented the report without any special comments for the FY 2012-13.

PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels.

STATUTORY DISCLOSURES

The Company has not accepted any fixed deposits under the provisions of Companies (Acceptance of Deposits) Rules, 1975.

Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed.

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

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors confirm:

- that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

- that the Company has adopted prudent accounting policies.

- that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

- that the Annual Accounts of the Company have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by The Company''s Banks for their continued support to the company. Your Directors also thank the Management of M/s Kerala Feeds Ltd and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt. depts, employees and share holders for their active support and co-operation.

For and on behalf of the Board

sd/-

Place: Cochin Sanjay Gupta

Date: 31.05.2013 Managing Director

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Mar 31, 2012

To The Members of Prima Industries Limited

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2012.

PERFORMANCE

During the year, the Company achieved Turnover of Rs. 490.41 Lacs and had incurred a loss of Rs.199.35 Lacs.

Financial Results

Particulars Current Year Previous Year 31/03/2012 31/03/2011 (Rs.) (Rs.)

Turnover 490.41 851.97

Processing Income 198.67 108.16

Profit Before depreciation -98.56 -122.53

Depreciation 100.79 104.94

Profit (Loss) after Depreciation & Taxes -199.35 -227.47

FUTURE PROSPECTS

With a view to overcome the financial problems faced by your Company, the Directors have taken professional advice from reputed consultants and are in the process of revamping and reorganizing all its activities. Substantial progress has been made in technology up gradation of the manufacturing facilities and recruitment of additional managers in various functions. Targets which could be achieved with reasonable performance have been set for technical and marketing managers. All dues to financial institutions were settled under One Time Settlement Schemes approved. This has helped the Company to settle the heavy dues at reduced amount. Your Company is generating additional income from job works.

There will be more opportunities for job works. Your directors are trying to explore these opportunities. The Net- worth will become positive in the Current Financial Year. The Company had already secured revocation of suspension of trading in Shares by the BSE. The Shares of your Company is now having the NSDL & CDSL connectivity and you can demat your holdings in the Company.

DIRECTORS

Mr. Rajyawardhan Agarwal, Director retires by rotation at the forthcoming 18th Annual General Meeting of the Company. Mr. Rajyawardhan Agarwal, Director, being eligible, offers himself for reappointment.

AUDITORS

M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment as also indicated their willingness to be reappointed.

COMMENTS ON THE AUDITORS' REPORT

Auditors Report point No: vi.(l) : The time allowed for One Time Settlement by Banks and Financial Institutions has expired and the settlement was not fully made.

Auditors Report point No: vi.(2) : Interest on Secured Loan are not fully provided as the Company opt for OTS.

Auditors Report point No: vi.(3) : Loan accounts Balances are subject to reconciliation and confirmation.

Auditors Report point No: vi.(4) : Certain expenses were not supported by external evidences

PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels.

STATUTORY DISCLOSURES

The Company has not accepted any fixed deposits under the provisions of Companies (Acceptance of Deposits) Rules, 1975.

Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed.

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

As required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors confirm:

a. that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

b. that the Company has adopted prudent accounting policies. .

c. that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

d. that the Annual Accounts of the Company have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by The Company's Banks for their continued support to the company. Your Directors also thank the Management of M/s Kerala Feeds Ltd and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt depts, employees and share holders for their active support and co-operation.

For and on behalf of the Board

Place: Cochin sd/- Date: 31.07.2012 Sanjay Gupta

Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2010.

PERFORMANCE

During the year, the Company achieved Turnover of Rs1282.49 Lacs and made a loss of Rs.-186.96 Lacs.

Financial Results

Particulars Current Year Previous Year

31/03/2010 31/03/2009

(Rs.Lacs) (Rs.Lacs)

Turnover 1282.49 1508.25

Profit Before depreciation -82.24 - 229.39

Depreciation 104.72 104.44

Profit (Loss) after Depreciation & Taxes -186.96 -333.83

FUTURE PROSPECTS

The Demand for vegetable oils is on increase due to increase in both human and industrial consumption. Enhanced capacities are needed for processing oil cakes for oil extraction and refinery. Your directors are optimistic to cash on these demands. Your directors are optimistic to do better in the years to come.

DIRECTORS

Mr. Rajyawardhan Agarwal, Director retires by rotation at the forthcoming 16th Annual General Meeting of the Company. Mr. Rajyawardhan Agarwal, Director, being eligible, offers himself for reappointment.

AUDITORS

M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment as also indicated their willingness to be reappointed.

COMMENTS ON THE AUDITORS REPORT

Auditors Report point No: VI (1) Company has arrived at a One Time Settlement with Banks and Financial Institutions and the settlement amounts are being paid. Please refer Schedule -16, Notes on Accounts Point No.4.

The Company is hopeful to pay the OTS and when the Company become debt free, the Networth will become positive. Then the Company will approach BSE for revocation of suspension of Shares and the same will be expected to happen before March 2011.

PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels.

STATUTORY DISCLOSURES

The Company has not accepted any fixed deposits under the provisions of Companies (Acceptance of Deposits) Rules, 1975.

Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No.A&B is required, which is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

a. that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

b. that the Company has adopted prudent accounting policies.

c. that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

d. that the Annual Accounts of the Company have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by Industrial Development Bank of India (IDBI). The Directors also thank State Bank of India and Bank of India for their continued support to the company.

Your Directors thank all the employees and share holders for their active support and co-operation.

For and on behalf of the Board

Place: Cochin

Date: 30.06.2010 Sanjay Gupta

Managing Director