Notice of 19th Annual general Meeting

PRIME,- rresh PRIME FRESH LIMITED Date: 27.07.2026 The Manager, Listing BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 Dear Sir, SCRIP ID: 540404 Sub.: Notice of 19" Annual General Meeting Pursuant to the provision of Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, we enclose herewith the Notice of 19% Annual General Meeting of the Company scheduled to be held on Wednesday, 19t August, 2026 at 04.10 PM through Video Conferencing (“vC”)/ Other Audio-Visual Means (“OAVM”). We request you to take the above submission on Record. Thanking You Yours Faithfully, For Prime Fresh Limited Jasmin Doshi Company Secretary & Compliance Officer Place: Ahmedabad Encl.: As above. Regd. & Admin Office: 102, Sanskar - II, Nr Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad-380015 Ph no.: +91 - 79 - 40320244; Email ID : info@ primefreshlimited.com web : www.primefreshlimited.com CIN: L51109GJ2007PLC050404 e e e S T PO S YO PRIME FRESH LIMITED | AGM NOTICE 2025-26 NOTICE Notice is hereby given that 19th Annual General Meeting of the company will be held on Wednesday of 19th August, 2026 at 04:10 PM, through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026 including the Statement of Profit and Loss and the Cash flow statement together with the Reports of the Board of Directors and Auditors thereon. 2. To appoint Mr. Gurmeet Singh Bhamrah (DIN: 02527135), Non-Executive Director who retires by rotation and being eligible, offers himself for re-appointment. 3. Appointment of Statutory Auditors and to fix their remuneration To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION: ”RESOLVED THAT pursuant to the provisions of Sec on 139 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the Company hereby appoints M/s Keshri & Associates, Chartered Accountants (Firm Registration No. 310006E), as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 24th Annual General Meeting to examine and audit the accounts of the Company at such remuneration on as may be mutually agreed between the Board of Directors of the Company and the Auditors.” SPECIAL BUSINESS: 4. TO APPOINT MR. SANJIV SWARUP (DIN: 00132716) AS AN INDEPENDENT DIRECTOR OF THE COMPANY To consider and if deems fit, to pass the following resolution as a SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 “(the Act)”and the Rules made thereunder (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) read with Schedule IV to the Act and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time , Mr. Sanjiv Swarup (DIN: 00132716), who was appointed as an Additional Director in the capacity of an Independent Director of the Company in terms of Section 161(1) of the Act and Articles of Association of the Company with effect from 15th July, 2026 by the Board of Directors on the recommendation of Nomination and Remuneration Committee, whose term of office expires at the ensuing Annual General Meeting, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five (5) consecutive years with effect from 15th July, 2026 to 14th July, 2031 whose office shall not be liable to retirement by rotation. RESOLVED FURTHER THAT the Board of Directors and/or Company secretary be and is hereby authorized to do all acts, deeds and things, necessary and expedient to give effect to this resolution.” 5. TO APPROVE RELATED PARTY TRANSACTION To consider and if deems fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to section 188 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Meeting of Board and its Powers) Rules, 2014, in terms of Regulations 23 of SEBI (Listing Obligations and Disclosure Requirements) Rule, 2015 (including any statutory modifications or enactment thereof for the time being in force), and also pursuant to the consent of Audit Committee and the board of director vide resolution passed in the meeting, approval of the members be and is hereby accorded for entering into related party transactions for each companies for the Financial year 2026-27 which were in the ordinary course of business and at arm’s length basis and up to the maximum amounts as appended below: Particulars of Proposed Transactions for the purpose of approval u/s 188 of the Companies Act, 2013 Maximum value of contract / transaction. Name of the Nature of Nature of Proposed amount Related Parties Relationship Transaction of RPT & Duration Vyankteshprime Fresh Mr. Jinen Ghelani & Mr. Hiren Ghelani are Purchase of Up to Rs. 24 Cr for Farmers Producer Directors and Members of the Company Goods the F.Y. 2026-27 Company Limited Sale of Goods Up to Rs. 24 Cr for the F.Y. 2026-27 PRIME FRESH LIMITED | AGM NOTICE 2025-26 Name of the Nature of Nature of Proposed amount Related Parties Relationship Transaction of RPT & Duration Poonaagrocart LLP The Company had invested an amount of Purchase of Up to Rs. 10 cr for Rs. 36,00,000 for 36% stake in Poonaagrocart Goods FY 2026-27 LLP. Upon Investment (w.e.f.06.07.2026), Sale of Goods Up to Rs. 10 cr for Poonaagrocart LLP becomes an associate FY 2026-27 company and Mr. Hiren Ghelani is representing Loans Up to Rs. 02 cr for a company as Designated Partner FY 2026-27 Advances Up to Rs. 02 cr for FY 2026-27 “RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, any one of the Director or Company Secretary of the Company be and is hereby authorized to do such act, deeds, matters, and things and to give such directions as may be necessary or expedient, and to settle any question, difficulty or doubt that may arise in this regards the Board in its absolute discretion may deem necessary or desirable, and its decision shall be final and binding." 6. TO APPROVE MATERIAL RELATED PARTY TRANSACTION WITH FLORENS FARMING LIMITED (FORMERLY KNOWN AS FLORENS FARMING PRIVATE LIMITED) FOR THE FINANCIAL YEAR 2026-27. To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION. RESOLVED THAT pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 (“SEBI Listing Regulations”) and subject to Section 188 of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and all other applicable provisions of the Companies Act, 2013 as may be amended from time to time and subject to the Company’s Policy on Materiality of Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company; the consent, permission and approval of the members / shareholders of the Company be and is hereby accorded / given for entering into and / or carrying out and / or continue with existing contracts, arrangements, agreements, transaction(s) or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), directly by the Company or through any subsidiary/JVs/Associate; with M/s. Florens Farming Limited (Formerly known as Florens Farming Private Limited); as more specifically set out in the explanatory statement to this resolution on the material terms & conditions set out the [Showing first 8,000 characters — download PDF for full document]