DIRECTORS' REPORT

To,

The Members,

Prime Customer Services Limited,

The Directors are pleased to present the 11^th Annual Report on the Business and Operation of the Company along with the Audited Statement of Accounts the Financial Year ended on 31^st March, 2018.

FINANCIAL PERFORMANCE:

The highlights of the financial results for the financial year 2017-18 are as follows: (In Rs,)

REVIEW OF OPERATIONS:

The Company has reported income from operation during the year is Rs, 36,11,60,805 as compared to the previous year's income from operation of Rs, 23,86,82,742. The Company has earned net profit before tax of Rs, 1,39,65,328 as against previous year's net profit before tax ofRs, 47,35,000.

CHANGE OF REGISTERED OFFICE

Pursuant to applicable provisions of Companies Act, 2013 and Rules made there under, The Company has shifted its Registered office from 41/6 8/A Haji Pir Kirvani Dargah, Jamalpur Char Rasta, Nr. Marvadi Chawl, Ahmedabad-38001 to 102, Sanskar -2, Near Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380015 with effect from 1st October, 2017 within the local limit of the city, village or town.

DISCONTINUATION OF WAREHOUSING/COLD-STORAGE FACILITY

The Company has decided to close the warehousing/cold-storage facility situated at Ahmedabad w.e.f 31st July, 2018. The infrastructure, machinery of cold storage & ripening unit seems more viable at other seasonal and permanent collection centers. The cost structure, management bandwidth and other resources allocated to the facility situated at Jamalpur did not yield the desired results. It will reduce the overheads of the Company to considerable level.

DIVIDEND:

No dividend is recommended for the current Financial Year since it is decided to retain its earnings for the future growth of the Company.

USE OF PROCEEDS:

The equity shares of the Company were listed on BSE-SME platform on March 31, 2017. Pursuant to Initial Public Offering (IPO), 4,50,000 equity shares of Rs. 10 each were allotted at a premium of Rs. 50 per share along with offer for sale of

7,64,000 equity shares by the selling shareholders. The details of utilization of IPO proceeds are as follows:

CONSOLIDATED FINANCIAL STATEMENTS:

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

MANAGEMENT DISCUSSION AND ANALYSIS:

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

DEPOSITS:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act,

2013. The detail of the investments made by Company is given in the notes to the standalone financial statements.

INTERNAL CONTROLS ANDTHEIR ADEQUACY:

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

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

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

CONSERVATION OF ENERGY&TECHNOLOGYABSORPTION:

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

(InRs,

INDUSTRIAL RELATIONS:

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

COMPOSITION OF BOARD ANDSTATUTORYCOMMITTEES FORMEDTHEREOF Board of Directors:

The Board of the Company comprises of eight Directors out of which one are Managing Director, three is Whole-time and rest of the Directors are Non-Executive Independent Directors. The maximum gap between any two board meetings is not more than 120 days. During the financial year 2017-18, there were Seven (7) meetings of the board held on 29th May, 2017, 29th June, 2017, 24th August, 2017, 06th October, 2017, 14th November, 2017, 24th November, 2017, and 16th February, 2018.

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

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

Audit Committee:

During the financial year 2017-18, five (5) meetings of the Audit Committee were held on 29th May, 2017, 24th August, 2017, 14th November, 2017, 24th November, 2017 and 16th February, 2018. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Nomination and Remuneration Committee:

During the financial year 2017-18, two (2) meetings of the Nomination and Remuneration Committee were held on 6th October, 2017 and 24th November, 2017. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Stakeholders Relationship Committee:

During the financial year 2017-18, 4(Four) Stakeholders Relationship Committee were held on 29th May, 2017, 24th August, 2017, 14th November, 2017 and 16th February, 2018. The details of the composition of the committee and attendance at its meeting are set out in the following table:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Changes in Composition of Board of Directors:

Mr. Umesh Patel (DIN: 07964920) was appointed as Additional Independent Director of the Company at the Board Meeting held on 6th October, 2017.

2. Independent Directors

Mr. Mihir Manek, Mr. Ravi Menon, Mr. Brijeshkumar Misra and Mr. Umesh Patel, Independent Directors have submitted their declarations of independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided inSection 149(6) of the Companies Act, 2013.

3. Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Hiren Ghelani (DIN: 02212587) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The board recommends his appointment.

4. Profile of the Directors seeking appointment / reappointment:

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Particulars of the Director retiring by rotation and seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 11th Annual General Meeting.

5. Changes in other Key Managerial Personnel

i) Ms. Kruti Sheth resigned from the office of Company Secretary of the Company w.e.f. 12th October, 2017.

ii) Mrs. Shivangi Shah was appointed as Company Secretary of the Company w.e.f. 24th November, 2017. and there was no other appointment or cessation of key managerial personnel during the financial year.

DIRECTORS' RESPONSIBLE STATEMENT:

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

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

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

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

LISTING

The equity shares of our Company are listed on SME platform of BSE and the Company has paid the annual listing fees for the FY 2018-19.

RELATED PARTYTRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

AUDITORS:

The observations made in their report and dealt with in the notes forming part of the Accounts at appropriate places are self-explanatory.

M/s O. P. Bhandari & Co., Chartered Accountants (Firm Registration No: 112633W), Ahmedabad were appointed as the Statutory Auditor of the Company at the 9th Annual General meeting for a period of five years from the conclusion of the 9th Annual General Meeting until the conclusion of 14th Annual General Meeting of the Company subject to ratification of their appointment by the shareholders of the Company at every following Annual General Meetings, be and is hereby ratified for the balance term and accordingly they continue to hold office from the conclusion of the 9th Annual General

Meeting until the conclusion of the 14th Annual General Meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit."

The Ministry of Corporate Affairs vide its notification dated 7th May, 2018 had omitted first proviso to section 139(1) regarding ratification of appointment of auditors by members at every annual general meeting. Therefore, the Resolution for the ratification of M/s O. P. Bhandari & Co., Chartered Accountants (Firm Registration No: 112633W), by members at Annual General Meeting is not taken for approval of Shareholders in the ensuring Annual General Meeting.

INTERNAL AUDITORS:

M/s RDT & Co. resigned from the office of Internal Auditor of the Company w.e.f 24th November, 2017 due to preoccupation. M/s DBD & Associates, Chartered Accountants (Firm Registration No. 145761W) has been appointed as Internal Auditor of the Company w.e.f 24th November, 2017 pursuant to provisions 138 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

COST AUDIT REPORT:

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

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2018. The Secretarial Audit Report is annexed herewith as Annexure- "B which is self-explanatory and give complete information.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return inform MGT-9 is annexed herewith as "Annexure C". BUSINESS RISK MANAGEMENT:

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of Companies Act, 2013 for implementing Corporate Social Responsibility Policy, constitute committee and expenditure thereof is not applicable to the Company.

VIGIL MECHANISM:

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

POLICIES:

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPSI

4. Person Authorized for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

All the above policies have been displayed on the website of the Company viz www.primecustomer.co.in

The Nomination and Remuneration policy posted on the website of the Company currently, no compensation is paid to the Non-Executive Directors of the Company except for the sitting fees as per provisions of Companies Act, 2013.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

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

CORPORATE GOVERNANCE:

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

DETAILS OF COMPLAINTS RECEIVED AND REDRESSED:

Though the Company has not received any complaint from any existing/IPO shareholders, Ms. Dimple Khetan (shareholder prior to 6th January, 2016), Non-Shareholder, has made multiple complaints to multiple authorities including MCA, SEBI, ROC Ahmedabad, EOW, BSE, Honourable NCLT Ahmedabad Bench, etc., against the Company stating that she did not sell her 28,000 shares during CY 2015. Over & above, multiple complaints made, she has lodged a police complaint with Amboli Police Station, Jogeshwari. In result of which, Mr. Hiren Ghelani and Mr. Sameer Rajguru, Whole time Directors of the Company were arrested on 14th May, 2018 and got the Bail on 28th May, 2018. The Directors and Company are attending and replying to each of the authorities with a copy to Ms. Dimple Khetan. Other than this, The Company has not received any complaint from any of the shareholder of the Company.

EVALUATION OF BOARD PERFORMANCE:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, The Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

CERTIFICATION:

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

1. FSSAI

2. APEDA Recognition

3. IEC: Import Export Code

TRANSFERTO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do apply as there was dividend declared and paid in last seven years. The Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount remained unclaimed from the date it became due for repayment.

OTHER REGULATORY REQUIREMENT:

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

MATERIAL CHANGESANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Company altered its Main Object Clause of the Memorandum of Association of the Company through shareholders’ approval by Postal Ballot and the same became effective w.e.f 2nd April, 2018 to enter into business of bakery products. The Company incorporated the wholly owned subsidiary as Florens Fresh Supply Solutions Private Limited dated on 2nd May, 2018 to enter into business of all kinds of food stuffs and processing food products. There have been no other material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2018 and the date of this Report.

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

CHANGESAFTERBALANCESHEETDATE:

- Change in nature of business, if any and future outlook:

During the year under review, The Company altered its Main Object Clause of the Memorandum of Association of the Company through shareholders’ approval by Postal Ballot and the same became effective w.e.f 2nd April, 2018. Through the said alteration, the Company added one new object to its main object clause apart from the existing ones. The Company also adopted new set of Memorandum of Association which is in consonance with the Companies Act, 2013 and new amendments.

- Current Details of Holding/Subsidiary Companies:

During the current year the Company incorporated the wholly owned subsidiary as Florens Fresh Supply Solutions Private Limited dated on 2nd May, 2018 under Companies Act, 2013. Florens Fresh Supply Solutions Private Limited has not commenced any business operations yet.

ACKNOWLEDGEMENT AND APPRECIATION:

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

For & on Behalf of the BOD of Prime Customer Services Limited

Date : 13th August, 2018

Place :Ahmedabad Jinen Ghelani

Chairman, Managing Director and CFO

(DIN: 01872929)