Prime Industries Ltd Directors Report

To,

The Members,

The Directors of "Prime Industries Limited" (PIL) have great pleasure in presenting the 34th Annual Report of the company together with the audited statements of accounts for the financial year ended 31st March, 2026 along with report of the Statutory Auditors thereon.

1. Financial Highlights

The summary of financial results of the Company for the period ended 31st March, 2026 is as under

(Rs. In Millions)

PARTICULARS	Figures for the year ended 31st March, 2026	Figures for the year ended 31st March, 2025
Total revenue	108.37	34.10
Less : Total expenses	91.11	14.79
Profit/(Loss) before tax	17.26	19.31
Less : Tax expense	4.40	4.58
Profit/(Loss) for the period	12.86	14.72

2. Change in nature of business

There was no change in nature of business during the financial year under review.

3. Future outlook

Our strategy is to be focused on managing the business of the Company and further strengthening the business model of the Company.

4. Brief description of the Companys working during the year.

During the year under review, your Company has registered gross operating & other income of Rs. 108.37 Millions as compared to Rs. 34.10 Millions in previous year. The Company earned a net profit of Rs. 12.86 Millions, against a net profit of Rs. 14.72 Millions in the previous year.

5. Consolidated Financial Performance Review and Analysis

The Company achieved a consolidated turnover of Rs. 905.91 million and Consolidated Net Profit of Rs. 160.07 million for the Financial Year ended 31st March, 2026.

6. Share Capital.

The paid-up Equity Share Capital as on March 31, 2026 was Rs. 10.50 crores. During the financial year under review, the Company has allotted 17,25,000 convertible warrants on preferential basis for an issue price of Rs. 210/- per warrant.

The Company has not issued any shares with differential voting rights for the period ended 31.03.2026.

During the financial year under review 2025-26, following changes/updates related to share capital has been undertaken:

A. Non-exercise of option to convert of warrants:

Company on May 14, 2024, had allotted 17,25,000 convertible warrants to total 33 allottees on preferential basis for an issue price of Rs. 210/- per warrant, out of which Rs. 9,05,62,500 (25% of the issue price) has already been received as the initial subscription amount at the time of allotment of the warrants.

Since the allottees did not exercise the conversion option of 17,25,000 warrants within 18 months from the date of the allotment, i.e. on or before November 13, 2025, the amount received on the said 17,25,000 convertible warrants stands forfeited as per provision of Regulation 169(3) of Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

7. Transfer of Reserves.

No amount is being transferred to reserve & surplus in the current year.

8. Deposits.

The Company has not accepted any public deposits pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013 and the rules made there under and as such, no amount on account of principal or interest on Pubic Deposits was outstanding on the date of the Balance Sheet.

9. Dividend.

The board recommends retaining the earnings in the Company; hence, the Board has not recommended any dividend on the equity share capital of the Company.

10. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There have been no changes in the nature of business of your Company during the Financial Year 2025-26.

11. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

During the year under review no significant and material orders have been passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

12. Subsidiary/Joint Ventures/Associate Companies.

During the year under review, the Company has only one subsidiary i.e., Linga Agri Trading and Machinery Private Limited and the Board of Directors reviewed the affairs of the same. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure to the Boards report. The statement also provides details of the performance and financial position of the subsidiary, along with the changes that occurred, during fiscal year 2025-26.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, are available on our website, www.primeindustrieslimited.com/investors.html.

Financial Highlights of performance of M/s Linga Agri Trading and Machinery Private Limited-

PARTICULARS	Figures for the year ended 31st March, 2026	Figures for the year ended 31st March, 2025
Total revenue	844.772	192.706
Less : Total expenses	694.883	160.976
Profit/(Loss) before tax	150.208	31.821
Less : Tax expense	-1.91	1.00
Profit/(Loss) for the period	150.399	31.721

13. Board of Directors and Key Managerial Personnel.

The Companys Board comprised Six Directors as on March 31, 2026, viz.

Mr. Rajinder Kumar Singhania (DIN: 00077540), Managing Director

Mr. Harjeet Singh Arora (DIN: 00063176), Non-Executive, Non-Independent Director

Mrs. Ritu Sarin (DIN: 02503754), Non-Executive, Independent and Woman Director

Mr. Deepak Chauhan (DIN: 10263588), Non-Executive, Independent Director

Mr. Sanjeev Khanna (DIN: 11083364), Non-Executive, Independent Director

Mr. Rama Nand Gupta (DIN: 03397154), Whole Time Director

Details of KMP and changes as below:

Managing Director: - Mr. Rajinder Kumar Singhania is the Managing Director of the Company.

Chief Financial Officer: - Ms. Divya Punia is the Chief Financial Officer of the Company.

Company Secretary and Compliance Officer: - Ms. Diksha Tiwari (ACS 77914) is the Company Secretary and Compliance Officer of the Company.

(a) Statement on Declaration by Independent Directors.

The Company has received declaration from each independent director under Section 149(7) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), that they meet the criteria of independence laid down in the Companies Act, 2013 and Listing Regulations.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the Declarations received by the Company under Section 149(7) of the Companies Act, 2013 the following Non-Executive Directors are identified as Independent Directors of the Company as on 31.03.2026.

i) Mr. Sanjeev Khanna

ii) Mr. Deepak Chauhan

iii) Mrs. Ritu Sarin

(b) Appointment / Re-appointment / Resignation / Cessation of Directors.

In order to ensure compliance with Section 152(6) of the Act, the Board has considered that:

Mr. Rajinder Kumar Singhania (DIN: 00077540), Non-Executive Director of the Company, shall retire at the ensuing AGM and being eligible offers himself for re-appointment, for ensuring compliance with Section 152(6) of Act

During the year under review-

- one of the Independent Director of the Company i.e. Mr. Rajiv Kalra (DIN:07143336) Independent Director of the company) has completed his second term of five years on 30th September, 2025, so as per section 149 (11) of the Companies Act, 2013, no independent director shall hold office for more than two consecutive terms, therefore, Mr. Rajiv Kalra (DIN:07143336) Independent Director of the company ceased to be independent Director w.e.f. 30th September, 2025.

- Company has appointed Mr. Sanjeev Khanna as Independent Director of the Company for a period of Five years w.e.f. 30th August, 2025 to 29th August, 2030

- Board has considered and took note of Resignation of Mr. Rajesh Kumar Kakkar from the post of Chief Financial Officer W.e.f. closing of business hours of 11th November, 2025.

- Board has considered and took note of Resignation of Mr. Mohit Verma (ICSI Membership no.: A 67765) from the post of Company Secretary and Compliance Officer W.e.f. closing of business hours of 11th November, 2025.

- Board, pursuant to recommendation of Nomination and Remuneration Committee has considered and approved the appointment of Ms. Diksha Tiwari qualified Company Secretary holding ICSI Membership no. ACS 77914 for the post of Company Secretary and Compliance Officer of the Company w.e.f. 12th November, 2025.

- Board, pursuant to recommendation of Nomination and remuneration committee has approved the appointment of Mr. Rama Nand Gupta (DIN: 03397154) as Whole Time Director w.e.f. 11th day of November, 2025.

- Board, pursuant to recommendation of Nomination and remuneration committee has approved the appointment of Ms. Divya Punia as Chief Financial Officer of the Company w.e.f. 18th February, 2026.

- Board noted the resignation of Mr. Saket Agarwal (DIN: 00203084), Non · Executive Director of the Company w.e.f. the close of business hours of 10th March 2026.

- During the period subsequent to the close of the financial year and up to the date of this Report, there were changes in the composition of the Board of Directors of the Company.

- Mr. Rama Nand Gupta, Whole Time Director, ceased to hold office with effect from 22.08.2026.

- Further, Mr. Rajinder Kumar Singhania, Managing Director of the Company has step down from the position as Managing director and continue as a Non-Executive Non-Independent Director w.e.f. 22nd August, 2026.

- Board on the recommendation of Nomination and Remuneration Committee, appointed Mr. Sanjiv Malik as Additional Director in the category of executive director w.e.f. 08th September, 2026.

- Mr. Harjeet Singh Arora has resigned from the post of Non-Executive Directorship and from chairmanship and membership of the Stakeholder Relationship Committee and Nomination and Remuneration Committee respectively.

Remuneration to Directors/Employees and related analysis.

During the year under review, no employee of the Company received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details pertaining to the ratio of the remuneration of each director to the median employees remuneration and other prescribed details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith and forms part of the Directors Report.

14. Board Effectiveness

Familiarization Programme for Independent Directors

Further the Company imparts Familiarization Programmes for new Independent Directors inducted on the Board of the Company. The Familiarization Programme of the Company provides information relating to the Company. The programme also intends to improve awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme also provides information relating to the financial performance of the Company and budget, control process of the Company. The Managing Director or such other authorized officer(s) of the Company shall lead the Familiarization Programme on aspects relating to business / industry. The Chief Financial Officer or such other authorized officer(s) of the Company may participate in the programme for providing inputs on financial performance of the Company and budget, control process, etc.

The familiarization program and other disclosures as specified under the Listing Regulations is available on the Companys website at: https://www.primeindustrieslimited.in/PIL-Policy-on-Familiarization-Programme.pdf

Evaluation of the Boards Performance

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

15. Committees of Board of Directors of the Company.

The Company has 3 (three) Committees which have been established in compliance with the requirements of the relevant provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Company has formed following Committees of the Board:

• Audit Committee.

To ensure the composition & independence of the Committee as per the Companies Act, 2013, the Audit Committees composition and terms of reference are in compliance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

As on 31.03.2026, the Audit Committee is comprised of three Non- Executive Independent Directors viz. Mr. Sanjeev Khanna as Chairman, Mrs. Ritu Sarin and Mr. Deepak Chauhan as members of the Audit Committee. All the Members of Audit Committee are financially literate and have accounting knowledge to interpret and understand the financial statements.

Ms. Diksha Tiwari, Company Secretary and Compliance officer of the Company acts as a Secretary to the Audit Committee.

The Audit Committee meetings were held at the Registered Office of the Company and the representatives of Statutory Auditors, Internal Auditor, CFO, executives from finance & secretarial departments and Managing Director and other departmental heads may attend the meeting whenever required. The Company Secretary of the Company acts as the secretary of the Committee. During the year Audit Committee members, met Five (5) times on 27.05.2025, 02.08.2025, 11.11.2025, 12.02.2026 and 18.02.2026

• Nomination and Remuneration Committee.

Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Act., The Nomination and Remuneration Committee comprises of Mr. Sanjeev Khanna (Chairman), Mr. Deepak Chauhan and Mr. Harjeet Singh Arora, as on 31.03.2026.

Policy on Remuneration of Directors, Key Managerial Personnel & senior employees is annexed herewith and forms the part of Board Report. Policy is also available on the website of the Company and can be accessed at https://www.primeindustrieslimited.in/nomination%20&%20remuneration%20PIL.pdf

During the year Nomination and Remuneration committee members, met One (5) time on 30.08.2025, 11.11.2025, 15.01.2026, 12.02.2026, 18.02.2026.

• Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Act. The Stakeholders Relationship Committee of Board (SRC) comprises Mr. Harjeet Singh Arora (Chairman), Mr. Deepak Chauhan (Member) and Mr. Sanjeev Khanna (Member), as on 31.03.2026. SRC monitors Redressal of complaints received from shareholders/ investors with respect to transfer of shares, non-receipt of dividend, non-receipt of Annual Reports, interest payment on Bonds, etc.

During the FY 2025-26, no complaints were received. There was no complaint outstanding as on 31st March, 2026. Also, no instruments of transfer were pending as on 31st March, 2026. The Company Secretary is the Compliance Officer of the Committee. The Committee meets as and when required, to deal with the investor related matters etc.

One stakeholders relationship committee meeting was held during the year on 18.02.2026.

16. Vigil Mechanism / Whistle Blower Policy.

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Companys Code of Conduct and/or Ethics Policy.

A copy of the Vigil Mechanism/Whistle Blower as approved by the board may be accessed at https://www.primeindustrieslimited.in/PIL%20WHISTLE%20BLOWER.pdf

17. Auditors.

(a) Statutory Auditors

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 32nd Annual General Meeting held on 30th September 2024, appointed M/s. Bhushan Aggarwal & Co., Chartered Accountants (ICAI Firm Registration No. 005362N) as the Statutory Auditors for a term of 5 (five) years commencing from the conclusion of the 32nd Annual General Meeting until the conclusion of the Annual General Meeting to be held for the financial year 2028-2029. During the year, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Bhushan Aggarwal & Co., Chartered Accountants, Statutory Auditors, in their report and the Auditors report were self-explanatory.

After the closure of the financial year under review M/s. Bhushan Aggarwal & Co., Chartered Accountants (ICAI Firm Registration No. 005362N) Statutory Auditors of the Company, tendered their resignation vide letter dated August 11th, 2026 due to preoccupation with other professional assignments and time constraints, pursuant to which they expressed their inability to continue as Statutory Auditors of the Company.

Further to fill the casual vacancy, the Audit Committee recommended the Board of Directors of the Company to appointmen M/s. Akshay Singla & Associates, Chartered Accountants (Firm Registration Number: 039880N) (PRN: 027035) as Statutory Auditors of the Company and the board of directors in its meeting held on Tuesday, 08th September, 2026 appointed M/s Akshay Singla & Associates, Chartered Accountants (Firm Registration Number: 039880N) (PRN: 027035) as Statutory Auditors of the Company.

(b) Secretarial Auditors and Secretarial Audit Report.

As per provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s Pooja M Kohli & Associates, Practicing Company Secretaries (COP: 14836) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report for the Financial Year ended March 31st, 2026, is annexed to this Report

(c) Internal Auditors.

The Board of Directors of the Company M/s. Modi Harsh & Co., Chartered Accountants (Firm Registration No. 031876N) as an Internal Auditor for the financial year 2026-2027 for conducting the Internal Audit of the Company for the Financial Year 2026-27.

(d) Cost Auditors and Maintainace of cost records

In terms of provision of Section 148 read with Rule 3 & 4 of Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain its cost records and undertake its audit.

18. Auditors Report.

Bhushan Aggarwal & Co., Chartered Accountants, Statutory Auditors of the Company, have audited the accounts of the Company for the year 2025-26 and their Report is annexed. Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have also reported on the adequacy and operating effectiveness of the internal financial controls system over financial reporting, which has been enclosed as ‘Annexure to Independent Auditors Report.

There are no qualifications, reservations or adverse remarks made in the Auditors Report.

19. Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees.

20. Number of meetings of the Board of Directors and General Meetings.

The board meetings were convened by giving appropriate notice. The Board meets at least once a quarter to review the results and other items on the agenda, once a year for the Annual General Meeting. When necessary, additional meetings were held.

Regular meetings of the Board were held to discuss and decide on various business policies, strategies and other businesses. The Board met Nine (9) times during the FY 2025-26 viz. on 01.05.2025, 27.05.2025, 02.08.2025, 30.08.2025 11.11.2025, 21.11.2026, 15.01.2026, 12.02.2026 and 18.02.2026.

Annual General Meeting for financial year 2024-25 was held on 30th September, 2025.

21. Listing/Delisting with Stock Exchanges and Depository Services

Your Companys equity shares are listed on The BSE Limited and the Annual Listing Fees for the year 2026-27 has already been paid to it. Further, the Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories.

The Company is also listed on the Calcutta Stock Exchange (CSE) and it had applied to the Calcutta Stock Exchange Limited for delisting and the said application is still pending. Company is not filing any documents/information to Calcutta Stock Exchange Limited.

22. Adequacy of Internal Control

The Company has adequate system of internal controls commensuration with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is already defined to the Auditors. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit and process the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

23. Regulatory & Statutory Compliances

A crucial element in business and corporate management is compliance of applicable statutory provisions and adherence of a business to regulations and laws. Keeping that in view the Company has complied with all the guidelines, circular, notification and directions issued by MCA, SEBI, BSE, Income Tax Department etc. from time to time. The Company also places before the Board of Directors at regular intervals all such circulars and notifications to keep the Board informed and report on actions initiated on the same. The Company also complies with the provisions of the Companies Act, 2013 including the Secretarial Standards issued by ICSI, SEBI LODR Regulations, Income Tax Act 1961, and all other applicable statutory requirements.

24. Extract of the annual return.

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is uploaded on the website of the Company and it can be accessed at https://primeindustrieslimited.in/investors/

25. Conservation of energy, technology absorption and foreign exchange earnings and outgo.

Information with respect to Conservation of energy, technology, absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable because there are no manufacturing activities in the Company.

26. Particulars of loans, guarantees or investments under Section 186.

During the financial year ended 31st March, 2026 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section 186 the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) exceeding the limits as approved by the shareholders of the Company. Please refer note no. 10 of the Financial Statement of the Company.

27. Particulars of contracts or arrangements with related parties.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on dealing with materiality of related party transactions as approved by the Board may be accessed on the Companys website at the link: https://www.primeindustrieslimited.in/pil-policy-on-dealing-with-rpt.pdf

Insider Trading Regulations.

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy have posted on the website of the Company at following link: https://www.primeindustrieslimited.in/PRIME%20code%20of%20conduct%20for%20I.D.pdf

The Code requires Trading Plan, pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2025-26.

Further the Company is regularly capturing the unpublished price sensitive information in the SDD software maintained by the Company.

28. Nomination and Remuneration Policy.

The Companys Nomination and Remuneration Policy formulated by the Nomination and Remuneration Committee deals with the appointment and remuneration of Directors and KMPs of the Company. The policy also covers the criteria for determining qualifications, positive attributes, independence of a Director and KMP. In terms of Section 134(3) (e) of Companies Act, 2013.

Nomination and Remuneration Policy also published by the Company on its website: https://www.primeindustrieslimited.in/nomination%20&%20remuneration%20PIL.pdf

29. Risk Management.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. The Company has not made Risk Management Committee, but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

Risk Management Policy is also published by the Company on its website: https://www.primeindustrieslimited.in/Risk%20management%20policy%20-%20PIL.pdf

30. Human Resources Development.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

31. Corporate Social Responsibility.

The provisions of Section 135 of Companies Act, 2013 are not applicable on the Company.

32. Prevention of Sexual Harassment at Workplace.

To prevent sexual harassment of women at work place, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013 as amended from time to time. The Company has zero tolerance for sexual harassment at workplace in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under for prevention and redressal of complaints of sexual harassment at workplace.

The details of the complaints received and resolved during the financial year 2025-26 are as follows:

Sr. No.	Particulars	No. of Complaints
1.	Number of complaints filed during the financial year:	Nil
2.	Number of complaints disposed of during the financial year:	Nil
3.	Number of complaints pending as on end of the financial year:	Nil

33. A statement by the Company with respect to the compliance of provisions relating to the Maternity Benefits Act, 1961

There was no occasion during the financial year under review, to make available any such rights to any women employee of the Company.

Further, The Company remains committed to providing a safe, supportive, and inclusive work environment.

34. Disclosure related to Insolvency and Bankruptcy Code, 2016

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2026, there were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

35. 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

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

36. Report on Corporate Governance.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Corporate Governance report of the Company as per Part C of the Schedule V of the SEBI (LODR) Reg. 2015 being part of this report is attached along with this report as Annexure

37. Management Discussion and Analysis Report.

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 of SEBI (LODR) Regulations, 2015 is given as a separate statement forming part of the Annual Report as Annexure

38. Managing Director (MD) and Chief Financial Officer (CFO) Certificate.

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Chief Financial Officer and Managing Director of the Company, for the financial year 2025-26 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report as Annexure

39. Dividend Distribution Policy.

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) is not applicable on the Company.

40. Secretarial Standards of ICSI.

The Board has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively.

41. Cyber Security

There were no cyber security incidents w.r.t breach or loss of data or documents during the year under review.

42. Miscellaneous

• Your company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• Your Company did not allot any sweat equity shares. Therefore, no disclosures as required under Rule 8(13) of Companies (Share Capital and Debentures) Rules,2014.

• During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

43. Directors Responsibility Statement.

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect to Directors Responsibility Statement, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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) The Directors had 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) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

44. Acknowledgement

Your directors express their sincere gratitude to all departments of the Central and State Government, as well as various organizations and agencies, for their continued help and cooperation extended to the Company.

We acknowledge the invaluable support of all stakeholders, including financial institutions and banks throughout the year.

The directors also formally recognize the unwavering dedication and contributions of all employees of the Company, whose commitment and effort have played a crucial role in our achievements.

Place: Ludhiana

Date : 20.09.2026

For and on behalf of the Board of Directors

Prime Industries Limited

Sd/-

(Sanjiv Malik)

Director

DIN : 09498207

Sd/-

(Sanjeev Khanna)

Director

DIN : 11083364