Prima Innovation Ltd Directors Report

Dear Members,

Directors have pleasure in presenting the 2nd Annual Report of your Company and the Audited Financial Statements for the Financial Year (‘FY) ended March 31, 2026.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or reenactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other developments during the financial year ended March 31. 2026 and upto the date of the Board Meeting held on August 10, 2026 to approve this report, in respect of the Company.

A New Chapter in Material Handling Equipment and Road Safety Products:

The Company was incorporated as a wholly owned subsidiary of Prima Plastics Limited on June 20, 2024 to engage in the Rotational Moulding (Roto) business. At the time of incorporation, the authorised share capital of the Company was Rs.6,00,00,000 (Rupees Six Crores only) and the paid-up equity share capital was Rs. 1,00,000 (Rupees One Lakh only).

The Board of Directors of the Company and Prima Plastics Limited, at their respective meetings held on November 12, 2024, inter alia, approved the Scheme of Arrangement between the Company and Prima Plastics Limited and their respective shareholders and creditors ("Scheme”), providing for the demerger of the Roto business of Prima Plastics Limited into the Company on a going concern basis, together with various matters incidental thereto, subject to the necessary statutory and regulatory approvals, in compliance with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, and the rules made thereunder. The demerger was undertaken with the objective of enabling focused management, improving operational efficiency, enhancing transparency for stakeholders, and unlocking shareholder value.

Thereafter, the Scheme was sanctioned by the Honble National Company Law Tribunal, Ahmedabad Bench, vide its order dated March 16, 2026. The appointed date of the Scheme was July 01, 2024, and the Scheme became effective on March 31, 2026.

On April 20, 2026, the Company allotted 1,10,00,470 equity shares having a face value of Rs. 5 each to the Members of Prima Plastics Limited ("PPL") as on the Record Date, i.e., April 17, 2026, as per the share entitlement ratio of 1:1, i.e., 1 fully paid-up equity share of the Company having a face value of Rs.5 each for every 1 fully paid-up equity share face value of Rs. 10 each held in PPL, as consideration for the Scheme in the manner provided in the scheme, and accordingly, the entire pre-scheme equity share capital of Rs. 1,00,000 held by PPL in the Company, was reduced and cancelled pursuant to the Scheme and the company ceased to lie a wholly owned subsidiary of PPL.

A significant milestone in the Companys journey was achieved with its successful listing on Bombay Stock Exchange (BSE) Limited on Friday, August 07, 2026 (BSE Scrip Code: 544855). The listing marked the Companys transition into an Independent Listed Entity and reinforced its commitment to transparency, strong corporate governance, and sustainable value creation for its shareholders and other stakeholders. It also strengthened the Companys position in the industry and provided a platform for its future growth.

FINANCIAL PERFORMANCE:

The Companys financial performance for the Financial Year ended March 31,2026 is summarized below:

( Rs. in lakhs)

Particulars	Year Ended March 31, 2026	For the Period June 20, 2024 to March 31, 2025
Turnover	5,096.93	4,145.02
Less: Expenses	5,210.88	4,068.97
Profit/(Loss) from operations before other income and finance costs	(113.95)	76.05
Add: Other Income	4.66	5.65
Less: Finance Costs	160.73	96.83
Profit /(Loss) before Tax	(270.02)	(15.13)
Less: Tax	(67.24)	(3.81)
Profit for the year	(202.78)	(11.32)
Other comprehensive income/(loss)	0.37	-
Total Comprehensive income/(loss)	(202.41)	(11.32)
Balance in the Statement of Profit/(Loss) brought forward	2,161.14	-
Add: Transferred in pursuant to the scheme of Demerger		219571
Add/Less: Adjustment of Deferred tax assets pursuant to Demerger	-	(23.25)
Balance available for appropriation	1,958.73	2,161.14
Less: Transfer to General Reserve	-	-
Balance carried forward to Balance Sheet	1,958.73	2,161.14

File above figures are extracted from the audited standalone financial statements of the Company as per the Indian Accounting Standards ("Ind AS").

The financial statements for the Financial Year ended March 31, 2026 have been prepared in accordance with Ind AS, notified under the Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 of Act and other relevant provisions of the Act.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard if any, initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy there to in use.

A detailed analysis of the Companys performance standalone is included in the Management Discussion and Analysis Report, which forms integral part of this Annual Report.

PERFORMANCE:

On a standalone basis, the revenue from operations for FY 2025-26, was Rs. 5,096.93 lakhs which increased by 22.96% compared to Rs. 4,145.02 lakhs for the previous year 2024-25. The standalone EBITDA is Rs. 88.74 lakhs for FY 2025-26 which is 59-84% lesser than that of the previous year 2024-25 i.e. Rs. 220.95 lakhs.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any Holding, Subsidiaries, Joint Ventures and Associate companies and accordingly, the disclosure in Form AOC-1 pursuant to first proviso to Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014 as amended, is not applicable to the Company for FY⁷ 2025-26.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve during year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of this Annual Report.

SCHEME OF ARRANGEMENT - DEMERGER:

The Honble National Company Law Tribunal, Ahmedabad Bench, sanctioned the Scheme of Demerger between Prima Plastics Limited and Prima Innovation Limited and their respective shareholders and creditors vide its Order dated March 16, 2026. The Company received the certified true copy of the said Order on March 24, 2026, and subsequently filed it with the Registrar of Companies, Goa, on March 31, 2026. Accordingly, the Scheme became effective from March 31, 2026 resulting in the transfer of the rotational moulding business of Prima Plastics Limited to Prima Innovation Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended from time to time, requires companies to transfer dividend remaining unpaid or unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Further, the shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years or more are required to be transferred to the IEPF Authority.

During the year under review, pursuant to the Scheme of Arrangement for the demerger of the Roto Business from Prima Plastics Limited ("PPL") into Prima Innovation Limited ("the Company"), which became effective on March 31, 2026 the Company allotted equity shares to the eligible shareholders of PPL whose names appeared in the Register of Members as on the Record Date, i.e., April 17, 2026 in accordance with the share entitlement ratio of 1:1, i.e., one fully paid-up equity share of the Company for every one fully paid-up equity share held in PPL.

Accordingly, shareholders of PPL. including those shareholders whose shares have been transferred to tire IEPF Authority pursuant to the provisions of the Companies Act, 2013 and the IEPF Rules, became entitled to receive corresponding equity shares of the Company in accordance with the Scheme. The corresponding equity shares allotted by the Company in respect of such shares held by the IEPF Authority shall continue to be maintained with the IEPF Authority.

The concerned shareholders or their legal heirs/nominees may claim such shares from the IEPF Authority by following the procedure prescribed under the IEPF Rules.

DEPOSITS:

Your Company has not accepted any deposits under Chapter V of the Act during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on March 31, 2026.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

DIRECTORS:

Members of the Companys Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment to the Company and devote adequate time to meetings and preparation.

In terms of requirement of Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in die context of the Companys business for effective functioning and how die current Board of Directors is fulfilling the required skills and competencies is detailed at length in the Corporate Governance Report.

Mr. Dilip M. Parekli (DIN: 00166385) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment. A resolution seeking members approval for his re-appointment along with other required details forms part of the Notice.

Pursuant to the provisions of Section 149(7) of the Act, all the Independent Directors of the Company have submitted declarations that they meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation l6(l)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys code of conduct. The said code is available on the website of the company at https://primainnovation.in/investor-corner/

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs and have passed the proficiency test, if applicable to them.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of manufacturing, technology, digitalisation, strategy, finance, governance, human resources, safety, sustainability, etc.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel ("KMP") of the Company as on March 31, 2026 are Mr. Pratik B. Parekh, Executive Chairperson and Managing Director, Mr. Nimit J. Oza, Chief Financial Officer and Ms. Hetal M. Panchal, Company Secretary & Compliance Officer.

SHARE CAPITAL:

As on March 31, 2026, the paid-up equity share capital of the Company stands at Rs. 1,00,000 divided into 20,000 equity shares of face value of Rs.5 each. Pursuant to the Demerger and allotment of share in the ratio of 1:1 the paid up equity share capital of the Company stands at Rs. 5,50,02,350 divided into 1,10,00,470 equity shares of face value of Rs. 5 each. During die year under review the Company has not issued any further shares or convertible securities, nor has it undertaken any buyback of equity shares. The Company does not have any scheme for the issue of ESOP shares, including sweat equity shares, to its employees or directors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act. the Board of Directors to the best of its knowledge and ability, confirms that:

a) in the preparation of the annual accounts, 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 the end of the financial year and the profit 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 tire provisions of this Act 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 laid down internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

CORPORATE GOVERNANCE:

Companys Philosophy on Corporate Governance:

The Company is committed to achieving the highest standards of Corporate Governance by upholding the principles of integrity, transparency, accountability, fairness, and ethical business conduct. Our governance framework promotes regulatory compliance, effective oversight, responsible decision-making, and sustainable value creation while safeguarding the interests of all stakeholders.

BOARD MEETINGS:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. Five meetings of the Board were held during the financial year 2025-26. For details of meetings of the Board, please refer to the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES:

The details pertaining to Committees of the Board are included in the Corporate Governance Repoit which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2026, the Board has seven (7) members, consisting of one (1) Executive Chairperson & Managing Director, two (2) Non- Executive and NonIndependent Director and four (4) Independent Directors. Details of the Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on the website of the Company at https://primainnovation.in/wp-content/uploads/2026/04/4.- Nomination-Remuneration-Committee-Charter.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company maintains an adequate and effective internal control system commensurate with its size and complexity. We believe that these internal control systems provide among other things a reasonable assurance that transactions are executed with managements authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safe guarded against significant misuse or loss.

Your Company has in place, adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses were observed.

RISK MANAGEMENT:

During the financial year under review, the Company had appropriate internal processes to identify and monitor business risks. Pursuant to the listing of the Companys equity shares, the Board has initiated the process of formalizing and implementing a comprehensive Risk Management Policy in line with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In accordance with Ind AS 24, the related party transactions are also disclosed in the notes to the standalone financial statements.

The policy on materiality of related party transactions as approved by the Board is available on Companys website at https://primainnovation.in/wp-content/uploads/2026/04/8.-Policy-on-Related-Party-Transactions.pdf

AUDITORS:

STATUTORY AUDITOR:

The Members at the 1st AGM held on August 04, 2025 approved the appointment of CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036), for a term of 5 (Five) years to hold office till the conclusion of 6th AGM of tire Company to be held in the year 2030.

The report given by the Statutory Auditors on the financial statements of the Company forms part of the Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the statutory auditors in their report.

SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirement) (Third Amendment) Regulations 2024, the Board of Directors based on recommendation of the Audit Committee, at their meeting held on April 20, 2026, have recommended appointment of M/s P. Diwan & Associates, Practicing Company Secretary (ECS: 1403 / COP: 1979) as the Secretarial Auditor of the Company for a period of five (5) consecutive years commencing from F.Y. 2026-2027 to F.Y. 20302031 subject to approval of members in 2nd Annual General Meeting which will be held on Wednesday, September 23, 2026.

The Company has received the written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

INTERNAL AUDITOR:

The Board based on the recommendation of the Audit Committee, at its meeting held on April 20, 2026 has appointed M/S. SK Gada & Associates LLP, as the Internal Auditor for the FY 2026-27.

COST RECORDS AND COST AUDIT:

As per the provisions of Section 148 of the Companies Act, 2013 and the relevant rules thereof, die Company is required to maintain cost records. However, Cost Audit is not applicable for the business activities carried out by the Company.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors has not reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and date of this report.

There has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS:

The Honble National Company Law Tribunal, Ahmedabad Bench, sanctioned the Scheme of Demerger between Prima Plastics Limited and Prima Innovation Limited and their respective shareholders and creditors vide its Order dated March 16, 2026. The Company received the certified true copy of the said Order on March 24, 2026, and subsequently filed it with the Registrar of Companies, Goa, on March 31, 2026. Accordingly, the Scheme became effective from March 3L 2026 resulting in the transfer of the rotational moulding business of Prima Plastics Limited to Prima Innovation Limited.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There were neither any applications made under the Insolvency and Bankruptcy Code, 2016 nor any proceedings were pending.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable.

ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3) of the Act, Annual Return (in e-form MGT-7) for the financial year ended March 31, 2026 is available on the Companys website at https://primainnovation.in/investor-corner/

PARTICULARS OF EMPLOYEES:

The particulars of employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel ) Amendment Rules, 2016 is attached as Annexure 1 to this report.

HUMAN RESOURCES:

Employees being the key assets to organization, your Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias or any form of harassment at the workplace.

Your Companys total employees as on March 31,2026 were 142.

The Board of Directors of the Company, pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has Implemented and adopted the policy and approved in the Board meeting dated May 20, 2026. The Company has set up an Internal Complaints Committees at every location where it operates in India.

The following are the summary of the complaints received and disposed of till date:

Particulars	Details
No. of complaints of sexual harassment received till date	Nil
No. of complaints disposed of dll date	Not Applicable
No. of cases pending for more than ninety days	Not Applicable

Further, the company has complied in relation to the provisions of Maternity Benefits Act, 1961.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed herewith as Annexure 2 to this report.

VIGILMECHANISM / WHISTLE BLOWER POLICY:

The Company has a zero-tolerance approach towards any form of unethical behaviour. In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Company has adopted a Whistle Blower Policy and established the necessary vigil mechanism to enable Directors and Employees to report concerns relating to unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct. A dedicated e-mail address has been provided for reporting such concerns. All complaints received under the Whistle Blower Policy are reported to and reviewed by the Audit Committee. The Board approved the Whistle Blower Policy at its meeting held on March 24, 2026, and the Policy came into effect from April 01, 2026, aligning with the Companys purpose, strategy, and safety leadership principles.

ACKNOWLEDGEMENT:

The Board wishes to thank the members, distributors, vendors, customers, bankers, Government and all other business associates for their support during the year.

For and on behalf of Prima Innovation Limited

Pratik B. Parekh

Executive Chairperson and Managing Director

DIN:07323730

Place: Mumbai

Date: August 10, 2026