Prima Industries Ltd Directors Report

To

The Members of Prima Industries Limited,

It is our privilege to present the 32 nd Annual Report of the Company for the Financial year 202526, along with the Audited Financial Statements for the year ended 31 st March, 2026. 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 continued to navigate a challenging environment during FY 2025-26, with geopolitical uncertainties, evolving trade dynamics, elevated public debt levels, and uneven growth across major economies influencing economic activity. While inflationary pressures moderated in several regions, subdued global trade and cautious investment sentiment continued to impact the pace of recovery. Despite these challenges, emerging economies demonstrated resilience, supported by domestic demand, structural reforms, and policy measures aimed at promoting sustainable economic growth.

India continued to remain one of the fastest-growing major economies, supported by strong domestic consumption, infrastructure development, policy stability, and continued economic reforms. The Indian economy maintained its growth momentum during the year, driven by robust demand, increased capital expenditure, improved manufacturing activity, and growth in the services sector. The agriculture and allied sectors continued to contribute significantly to rural economic stability. Indias strong economic fundamentals and reform-driven approach provide a favorable outlook for sustained long-term growth.

OUTLOOK FOR THE INDIAN ECONOMY

The Indian economy continued to demonstrate resilience during FY 2025-26 despite challenges arising from global uncertainties, geopolitical developments, and fluctuations in international markets. Growth was supported by strong domestic consumption, continued infrastructure investments, policy reforms, and improving business confidence. The Governments focus on strengthening manufacturing capabilities, improving infrastructure, and promoting sustainable economic development continued to provide support to overall economic growth.

The agriculture and allied sectors continued to remain an important contributor to the Indian economy by supporting rural incomes and domestic demand. The sector remained influenced by factors such as monsoon conditions, commodity prices, input costs, and policy measures aimed at improving agricultural productivity and farmer welfare. With steady domestic demand, continued economic reforms, and growth opportunities across agriculture, manufacturing, and services sectors, the Indian economy remains well-positioned for sustained growth in the coming years.

ABOUT THE COMPANY

Prima Industries Limited, 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 Limited 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 Limited 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 Limited faces competition from many other local industry stalwarts.

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

The Company has consistently maintained its position as the second-largest oil processor in India over the past decade, reflecting its strong operational capabilities and stable market presence.

1. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

Our Company has been built on a strong foundation of trust, nurtured over the past three decades through enduring relationships with our customers, employees, shareholders, business partners, and other stakeholders. This unwavering trust continues to be the cornerstone of our resilience and long-term value creation.

During the year under review, Prima Industries Limited continued to focus on delivering sustainable value to all its stakeholders. While the Company remained committed to operational excellence, the financial year witnessed a marginal decline in sales compared to the previous year.

The Companys total turnover for the Financial Year 2025-26 stood at ^71.53 million, as against ^75.48 million in the previous financial year. Despite this modest decline, the Company remains focused on strengthening its market position, enhancing operational efficiency, and pursuing sustainable growth opportunities.

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.

As we look to the future, Prima Industries Limited remains confident in its long-term growth prospects and steadfast in its commitment to creating enduring value for its customers, shareholders, employees, and other stakeholders. The Company believes that the continued focus

of the Government on infrastructure development, manufacturing, employment generation, and ease of doing business will provide a conducive environment for sustainable industrial growth.

Backed by over three decades of experience, a strong foundation of trust, and an unwavering commitment to excellence, Prima Industries Limited is well positioned to capitalize on emerging opportunities while maintaining financial discipline and operational efficiency. As a responsible corporate citizen, the Company remains committed to conducting its business with integrity, promoting sustainable practices, and contributing meaningfully to the nations economic progress and inclusive development.

With the continued support of our stakeholders, we remain confident in our ability to build a resilient, sustainable, and value-driven future.

2. FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on 31 st March, 2026 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").

During the Financial year 2025-26, the Company recorded a profit after tax of ^42.47 Million as against a loss of ^2.96 Million in the previous Financial Year, even though there was a decline in Turnover during the year. The improvement in financial performance was supported by operational efficiencies, effective cost management, and better utilisation of resources.

During the year, the Company also completed the preference share restructuring pursuant to the order of the Honble National Company Law Tribunal, Kochi Bench, dated 21 st January, 2026, which resulted in recognition of an exceptional item in the financial statements.

The Management continues to focus on strengthening operational performance, improving efficiencies, and creating sustainable value for stakeholders while leveraging opportunities in the agro-industrial sector.

KEY FINANCIAL HIGHLIGHTS

The Financial performance of your Company during the Financial year 2025-2026 is produced below:

Financial Highlights (Statement ofProf i t andLoss) (figures in million)

Particulars	Standalone			Consolidated
	FY 2025-26	FY 2024-25		FY 2025-26	FY 2024-25
Revenue from operation	71.53	75.48		71.53	75.48
Other Income	02.89	08.75		02.89	08.75
Total Income	74.42	84.23		74.42	84.23
Less: Depreciation and amortization expense	02.79	02.55		02.79	02.55
Less: Other expenses	70.64	80.80		70.64	80.80
Profit before Exceptional Items	1.00	00.88		1.00	00.88
Add/(Less): Exceptional items and Prior Period item	41.69	00.00		41.69	00.00
Profit Before Tax	42.69	00.88		42.69	00.88
Less: Tax expense	0.22	03.84		0.22	03.84
Net Profit for the Year	42.47	-02.96		42.47	-02.96
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)	3.94		-0.27	3.94		-0.27
Earnings per equity share from continuing operations (Diluted)	3.94		-0.27	3.94		-0.27

3. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business.

4. SHARE CAPITAL AND CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company consists of Equity Capital of Rs. 13,50,00,000/- (Rupees Thirteen Crore Fifty Lakhs Only) divided into 1,35,00,000 Equity Shares of Rs. 10/- each and Preference Capital of Rs. 11,50,00,000/- (Rupees Eleven Crore Fifty Lakhs Only) divided into 1,15,00,000 Preference Shares of Rs. 10/- each.

The Paid-up Share Capital of the Company consists of Equity Capital of Rs. 10,79,19,000/- (Rupees Ten Crore Seventy-Nine Lakhs Nineteen Thousand Only) divided into 1,07,91,900 Equity Shares of Rs. 10/- each and Preference Capital of Rs. 11,19,74,030/- (Rupees Eleven Crore Nineteen Lakhs, Seventy-Four Thousand Thirty Only) divided into 1,11,97,403 Preference Shares of Rs. 10/- each.

There were no changes in the Equity Share Capital of the Company during the year under review. 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, had obtained the approval of the members at the 31 st Annual General Meeting held on 15 th September, 2025 for extension of the redemption period of the 2nd lot of 60,00,000 Redeemable Preference Shares from 13 years to 20 years. Accordingly, the redemption period of the said Preference Shares, originally issued on 27 th March, 2013 and due for redemption on 26 th March, 2026, has been extended up to 26 th March, 2033 in accordance with the provisions of Section 55(3) of the Companies Act, 2013.

g. Pursuant to the approval obtained from the members at the 3 0 th Annual General Meeting and the Order dated 21 st January, 2026 passed by the Honble National Company Law Tribunal (NCLT), Kochi Bench, the Company has redeemed 51,97,403 Cumulative Redeemable Preference Shares, which were originally issued on 24 th July, 2002 and became due for redemption on 23 rd July, 2022. Further, pursuant to the said NCLT Order, the Company has issued and allotted 51,97,403 Cumulative Redeemable Preference Shares of ^10 each to Ayyappa Roller Flour Mills Ltd., being the sole Preference Shareholder of the Company.

h. While giving effect to the above points (f) & (g) there is no change in the total paid up Capital of the Company.

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 and to set off the accumulated losses and liabilities, the Directors do not recommend any dividend on Equity Shares or Cumulative Redeemable Preference Shares for the year under review.

The Company does not have a Dividend Distribution Policy in place, as the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to formulation of Dividend Distribution Policy are not applicable to the Company.

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 Cumulative Redeemable Preference Shares.

As on 31 st March, 2026, there are no declared or unpaid dividends, and accordingly, no amount was required to be transferred to the Investor Education and Protection Fund (IEPF) during the year under review.

8. AMOUNTS TRANSFERRED TO RESERVES

During the year under review, no amount has been transferred to the General Reserve of the Company.

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 2025-26.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions entered into during the Financial Year under review were in the ordinary course of business and on an arms length basis. Further, The Company has a process in place for periodic review and monitoring of Related Party Transactions.

The Related Party Transactions entered into during the Financial year 2025-26 were reviewed and approved by the Audit Committee and subsequently was approved by the Board of Directors. The ratification of such Related Party Transactions shall be placed before the members for their approval at the ensuing Annual General Meeting.

Further, the estimated Related Party Transactions proposed to be entered into during the Financial year 2026-27 have been reviewed and approved by the Audit Committee and the Board of Directors, and the same shall be placed before the members for their approval at the ensuing Annual General Meeting, wherever required under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has not entered into any contracts or arrangements with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

The information required under Regulation 23 of the SEBI Listing Regulations read with SEBI Circulars is provided in Annexure A and Annexure B to the Notice of the 32 nd 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 Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the Financial year ended March 31, 2026 shall be made available on the Companys website at www.primaindustries.in under Investor Relations upon its filing. The Annual Returns for the preceding financial years continue to be available on the Companys website.

13. SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standards.

14. LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited.

15. INTERNAL AUDITORS

The Company has appointed M/s. Grand Mark and Associates, Chartered Accountants (FRN: 011317N), as the Internal Auditor of the Company for the Financial Year 2025-26 and they continue to be the Internal Auditors of the Company for the Financial Year 2026-27. The Internal Audit Reports for the Financial Year 2025-26 were reviewed and considered by the Audit Committee and the Board of Directors.

16. 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 Auditors report for Financial Year 2025-26 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 20(A) of the Boards report. Also, the Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

17. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. BVR & Associates Company Secretaries LLP (FRN: AAE-7079), Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for a first term of five years commencing from 01st April, 2025 to 31 st March, 2030. The said appointment was approved by the shareholders at the 31 st Annual General Meeting of the Company held on 15 th September, 2025.

M/s. BVR & Associates Company Secretaries LLP have confirmed that they are not disqualified from being appointed as Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. The Secretarial Audit Report for the Financial Year 2025-26 in Form MR-3, issued by M/s.

BVR & Associates Company Secretaries LLP, is annexed to this Report as Annexure-I.

The Secretarial Audit Report and Secretarial Compliance Report for the Financial Year 2025-26 do not contain any qualification, reservation, adverse remark or disclaimer except for an observation and the corresponding management explanations provided in Note 20(B) of the Boards report. Further, during the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Companies Act, 2013 and accordingly, disclosure under Section 134(3)(ca) of the Act is not applicable.

18. 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 2025-26. 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.

19. BOARD MEETINGS

During the Financial Year 2025-26, your Company convened Four Board Meetings on the following dates: 27 th May 2025, 04 th August 2025, 12 th November 2025 and 12 th February 2026. Detailed disclosures regarding Board Meetings and Committee Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

20. EXPLANATION TO AUDITORS REMARKS A) STATUTORY AUDIT REPORT

The Statutory Auditors have issued an unmodified Audit Report for the Financial Year 202526, with an Emphasis of Matter relating to the redemption and re-issuance of preference shares pursuant to the order passed by the Honble National Company Law Tribunal, Kochi Bench dated 21 st January, 2026, and certain transactions with the group company(s).

(i) With respect to the redemption and re-issuance of preference shares, the matter relates to the order of the Honble National Company Law Tribunal approving the issuance of further redeemable preference shares for a period of 20 years effective from 24 th July, 2022, against the amount due on unredeemed preference shares. The Company has complied with the said order and the details thereof have been disclosed in the Notes to the Financial Statements.

(ii) With respect to the observation made by the Statutory Auditors pursuant to Section 185 and 186 of the Companies Act, 2013 in relation to the outstanding balance with the group company, which is also the sole holder of the Companys cumulative redeemable preference shares, the Management submits that the said balance has arisen from a long-standing running account maintained between the Company and the said group company over several years.

The balance under reference does not represent a standalone loan transaction entered into on a specific date but has arisen through various debit and credit entries recorded over the years as part of the continuing financial relationship between the Company and the group company. The group company, being the sole holder of cumulative redeemable preference shares, also has outstanding claims towards cumulative preference dividend payable by the Company, which have remained unpaid due to the financial position of the Company.

The Management submits that the outstanding balance should be viewed in the overall context of the continuing commercial relationship and reciprocal financial obligations existing between the Company and the group company. The transactions have been duly recorded in the books of account and appropriately disclosed in the financial statements.

The Management further submits that, in determining the applicability of Sections 185 and 186, the substance and commercial character of the arrangement should prevail over the mere nomenclature of "loan." A fluctuating running account arising from long-standing reciprocal financial dealings and existing liabilities is materially different from a fresh loan advanced to confer a financial benefit upon a director or a person connected with a director.

The Management further submits that the transactions were undertaken in good faith and in the overall interest of the Company. The Company has also obtained the necessary approvals of the shareholders under the applicable provisions of Sections 185 and 186 of the Companies Act, 2013.

The above mentioned transaction has been disclosed in the Notes to the Financial Statements forming part of the Balance Sheet as at 31 st March, 2026. 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 2025-26 except for the following observation:

It was noted that dematerialization of promoter shareholding is less than 100% (98.64% of the total promoter shareholding has been dematerialized and the rest 1.36% is not dematerialized).

With respect to the observation made by the Secretarial Auditor regarding nondematerialization of certain promoter shareholding, the Management clarifies that approximately 98.64% of the promoter shareholding has already been dematerialized and the balance physical shareholding pertains to certain inactive and untraceable members of the Promoter and Promoter Group holding legacy shares. Despite repeated follow-ups and efforts by the Company, the said shareholders have not completed the dematerialization process.

The Company has also issued a public notice dated 09 th October, 2025 and hosted similar communication on its website requesting the concerned shareholders to dematerialize their shares. Further, all active members of the Promoter and Promoter Group hold their entire shareholding in dematerialized form. The Company continues to take necessary steps to facilitate dematerialization of the remaining physical shares.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

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

The information on conservation of energy, technology absorption and foreign exchanges earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (accounts) Rules, 2014 as amended from time to time is annexed as Annexure-II and forms an integral part of this Report.

23. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted a Risk Management Policy which provides a framework for identification, assessment, mitigation and monitoring of various risks associated with the business and operations of the Company.

Your Company has voluntarily constituted a Risk Management Committee, the composition, meetings held and other details of which are provided in the Corporate Governance Report forming part of this Annual Report. The Committee periodically reviews the risk assessment and mitigation measures and apprises the Board of Directors regarding the key risks and corresponding mitigation strategies.

The Company has adequate measures in place to identify and manage business and operational risks. The Company has insured its fixed assets against relevant risks to safeguard its interests. The Audit Committee also exercises oversight in respect of financial risks and internal controls.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS

NAME	DIN	CATEGORY
Mr. S K Gupta	00248760	Chairman & Managing Director
Ms. Swati Gupta	00249036	Non-Executive Director
Mr. Kushagra Gupta	08477477	Non-Executive Director & CFO
Ms. Arya Surendran	10625534	Independent Director
Ms. Mayuri Sinha	08915515	Independent Director
Ms. Hemalatha G	10705286	Independent Director

KEY MANAGERIAL PERSONNEL

NAME	DIN/MEMBERSHIP NUMBER	CATEGORY
Mr. S K Gupta	00248760	Chairman & Managing Director
Mr. Kushagra Gupta	08477477	Chief Financial Officer
Ms. Nayana V B	A76822	Company Secretary and Compliance Officer

During the year under review the following were the changes in the composition of Board and Key Managerial Personnel :

Board of Directors:

(i) Ms. Neethu Subramoniyan (DIN: 08788544), Independent Director, resigned with effect from 18 th November, 2025 due to personal reasons and other professional commitments as stated in her resignation letter and further there is no other material reason for the resignation as stated in her resignation letter.

(ii) Ms. Sarita Jindal (DIN: 0021622), Non-Executive Director, resigned with effect from 04 th December, 2025 due to personal reasons as stated in her resignation letter.

Key Managerial Personnel:

(i) Ms. 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.

(ii) Following her resignation, Ms. Nayana V B was appointed as the Company Secretary and Compliance Officer with effect from 01 st August, 2025.

Except for the above, there were no other changes in the Board and Key Managerial Personnel of the Company during the Financial Year 2025-26.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Reg 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time. Based on the confirmation/ disclosure received from the directors, the Directors namely Ms. Arya Surendran (DIN: 10625534), Ms. Mayuri Sinha (DIN: 08915515) and Ms. Hemalatha. G (DIN: 10705286) are treated as independent as on March 31, 2026.

The Company recognizes the importance of a diverse board and believes that it brings new ways of thinking, insights and different perspective on consumer wants and needs. This will help company to retain competitive position in the corporate world.

In the opinion of the Board, the Independent Directors are persons with integrity, expertise and experience in the relevant functional areas. Requirements of online proficiency self-assessment test in terms of Rule 6(4) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 are complied within the prescribed timeline, as applicable to each of them.

Ms. Swati Gupta (DIN: 00249036), Non-Executive Director, retires by rotation at the ensuing 32 nd Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her 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 32 nd Annual General Meeting as Appendix 1.

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

25. COMMITTEES OF THE BOARD

Pursuant to the changes in the composition of the Board of Directors during the year under review, the composition of the Committees was also reconstituted accordingly. Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, CSR Committee and Stakeholders Relationship Committee, its number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this Report. There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

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

During the year under review, the Honble National Company Law T ribunal (NCLT), Kochi Bench, vide its Order dated 21 st January, 2026, approved the petition filed by the Company in relation to the redemption and re-issuance of 51,97,403 Cumulative Redeemable Preference Shares of ^10 each, whose original tenure had expired on 24 th July, 2022.

Pursuant to the said NCLT Order and the approval obtained from the members of the Company at the 30 th Annual General Meeting, the Company has issued and allotted 51,97,403 Cumulative Redeemable Preference Shares of ^10 each to Ayyappa Roller Flour Mills Ltd., being the sole Preference Shareholder of the Company, for a further period of 20 years effective from 24 th July, 2022 to 23 rd July, 2042, equivalent to the amount due against the unredeemed preference shares.

Upon such issuance, the original unredeemed preference shares shall be deemed to have been redeemed in accordance with the said NCLT Order.

The said Order does not have any adverse impact on the going concern status or operations of the Company.

There were no other significant and material orders passed by the Regulators/ courts which would impact the going concern status of your company and its future operations during the period under review.

27. 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.

28. 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).

29. 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 28 th April 2026.

30. 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 companys three immediately preceding financial years. None of the above criteria become applicable to your Company during the year under review.

31. AUDIT COMMITTEE

Pursuant to the changes in the composition of the Board of Directors during the year under review, the Audit Committee was also reconstituted accordingly.

The Audit Committee comprises of Ms. Hemalatha G (DIN: 10705286), Independent Director as Chairperson, Mr. Kushagra Gupta (DIN: 08477477), Non-Executive Director and Ms. Arya Surendran (DIN: 10625534), Independent Director as Members.

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

32. 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 Companys 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. INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 27 th May, 2025 and 27 th April 2026 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 Companys 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.

34. 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.

35. EVALUATION OF BOARDS 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 NonExecutive 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 Companys 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.

36. 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.

37. 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.

38. 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.

39. 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 Companys Remuneration Policy is directed towards rewarding performance based on review of achievements.

None of the employees employed throughout the Financial year 2025-26 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 Companys 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

40. 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:

\u2022 Number of complaints of sexual harassment received in the year.	: Nil
\u2022 Number of complaints disposed off during the year.	: Nil
\u2022 Number of cases pending for more than ninety days.	: Nil

41. 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.

42. 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.

43. DIRECTORS 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, 2026, 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, 2026 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.

44. 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. 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;

2. There were no frauds reported by the auditors under provisions of the Companies Act, 2013;

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

4. There were no revisions in the financial statements;

5. Issue of share (including sweat equity shares) to employees of the Company under any scheme as permitted under any provision of Companies Act, 2013;

6. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable;

7. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable; and

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

45. 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.

46. 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 Directors Report.

47. 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 cooperation with each other and consistent with consumer interest.

48. HUMAN RESOURCES

The Companys 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 63 employees as per the payroll as on 31 st March 2026 out of which 33 are permanent staff and 30 are laborers.

49. APPRECIATION

We firmly believe that our enduring success has been built on the trust, commitment, and support of all our stakeholders. Nurturing strong and lasting relationships with our business associates has been fundamental to our growth over the years and will continue to be the cornerstone of our future progress.

The Board of Directors expresses its sincere gratitude to the Companys bankers, financial institutions, regulatory authorities, and government and non-government agencies for their continued cooperation, guidance, and support.

The Board also places on record its deep appreciation for the dedication, professionalism, and commitment of the Companys employees. Their hard work, expertise, teamwork, and unwavering support have been instrumental in the Companys performance and continued progress.

We extend our heartfelt thanks to our customers, suppliers, vendors, business partners, and all other stakeholders for their continued confidence and association with the Company.

Finally, the Board expresses its sincere appreciation to our valued shareholders for their unwavering trust and continued support. We remain committed to creating sustainable value and delivering long-term growth for all our stakeholders.

For and on behalf of the Board of Prima Industries Limited

	Sd/-	Sd/-
	Swati Gupta	S.K.Gupta
Place: Cochin	Director	Chairman and Managing Director
Date: 31.07.2026	(DIN:00249036)	(DIN: 00248760)