Prime Industries Ltd. — Proxy Solicitation & Information Statement 2026

Jan 16, 2026

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Dated: 16.01.2026

To,

BSE Limited, Corporate Relationship Department

1st Floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort, Mumbai - 400001.

PRIME INDUSTRIES LIMITED-Scrip Code-519299

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of the Extra-Ordinary General Meeting

Dear Sir,

Pursuant to Regulation 30 read with Para A Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Notice of the Extra-Ordinary General Meeting (“EGM”) of Prime Industries Limited (“the Company”) to be held on Monday, 09th February, 2026 at 02:00 P.M. (IST) at Master Chambers, SCO 19, Feroze Gandhi Market, Ludhiana - 141001 (Punjab), India is enclosed herewith.

The meeting is being held in accordance with relevant circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India. The Notice of the EGM has been finalized by the Board of Directors at its meeting held on 15.01.2026.

The said Notice of EGM has been sent through electronic mode to those Members whose email addresses are registered with the Company/Registrar and Transfer Agent/ Depositories. The said Notice is available at the website of the Company at www.primeindustrieslimited.com. The brief details of the meeting including the proposed business to be transacted at the meeting can be accessed through the notice attached.

The e-voting details are mentioned below:

Cut – off date (for determining members eligible for e-voting)	Wednesday, 04th February, 2026
Remote e-voting period	From Friday, 06th February, 2026 (9:00 am IST) to Sunday, 8th February,2026 (5:00 pm IST)

This is for your information and records, please.

Thanking You For Prime Industries Limited

SANJEEV Digitally signed by SANJEEV KHANNA KHANNA Date: 2026.01.16 20:05:41 +05'30'

Sanjeev Khanna Director DIN: 11083364

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PRIME INDUSTRIES LIMITED CIN: L15490PB1992PLC012662

Regd. Office: Master Chamber, 19, Feroze Gandhi Market, Ludhiana-141001, Punjab

[Website: www.primeindustrieslimited.com]

[E-Mail: prime_indust@yahoo.com] [Tel No: 0161-5043500]

NOTICE TO THE MEMBERS

Notice is hereby given that the (01/2025-26) Extraordinary General Meeting of the Members of Prime Industries Limited will be held on Monday, 09th February, 2026 at Master Chamber, 19, Feroze Gandhi Market, Ludhiana-141001, Punjab at 02:00 PM to transact the following special businesses:

1. Regularisation of Mr. Rama Nand Gupta (DIN 03397154) as Director of the Company:

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 149, 152 and 161 and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof, for the time being in force) on the basis of approval and recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mr. Rama Nand Gupta (DIN 03397154) who was appointed by the Board with effect from 11th November, 2025 as an Additional director, and who has attained the age of more than 70 years be and is hereby appointed as a Director of the Company, whose office shall be liable to determination by retirement of directors by rotation.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable to give effect to this resolution and to settle any question, difficulty or doubt that may arise in this regard.”

2. To approve appointment of Mr. Rama Nand Gupta (DIN: 03397154) as the Executive Director designated as Whole-Time Director of the Company

• To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152, 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Schedule V to the Act and the rules made thereunder (including any statutory modification(s) or any amendment or any substitution or reenactment thereof for the time being in force) and Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with the Articles of Association of the Company and based on the recommendation of Nomination & Remuneration Committee and approval of the Board of Directors, Mr. Rama Nand Gupta (DIN: 03397154), who has attained the age of more than 70 years, designated as Whole Time Director of the Company and who has submitted necessary declarations under relevant provisions of the Act and Rules and who has consented to act as such, the approval of the members be and is hereby accorded for appointment of Mr. Rama Nand Gupta (DIN: 03397154), designated as a Whole Time Director on the Board of the Company to hold office w.e.f 09th February, 2026 till 08th February 2031 for a term of 5 (Five) years, liable to retire by rotation, on such remuneration and terms & conditions as set out below:

1. SALARY: Rs. 50,000/- per month w.e.f. 09th February, 2026 for a term of appointment of Five (5) years..

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RESOLVED FURTHER THAT Mr. Rama Nand Gupta shall be liable to retire by rotation and any reappointment due to rotation shall not break his term as Whole Time Director.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do and perform all such acts, deeds and things as may be considered necessary to give effect to the above resolution.”

3. To increase Authorised Share Capital of the Company and consequent alteration to the Capital Clause of the Memorandum of Association.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 13, 61, 64 and all other applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company, approval of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from ₹20,00,00,000/- (Rupees Twenty Crores only) divided into 4,00,00,000 (Four Crores) equity shares of Rs. 5/- (Rupees Five only) each by creation of additional ₹15,00,00,000/(Rupees Fifteen Crores) divided into 3,00,00,000 (Three Crores) equity shares of Rs. 5/- each and consequently, the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted by the following as new Clause V:

V. The Authorised Share Capital of the Company is Rs. 35,00,00,000/- (Rupees Thirty Five Crores only) divided into 7,00,00,000 (Seven Crores) Equity Shares having face value of Rs.5/(Rupees Five).

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.”

For and on behalf of the Board of Directors PRIME INDUSTRIES LIMITED

Sd/Rama Nand Gupta Director

Date: 15[th] January, 2026 DIN: 03397154 Place: Ludhiana

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING (THE "MEETING") IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

The proxy form, in order to be effective, must be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

1. The relative Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, in respect of Special Business under Item No. 1, 2 and 3 to be transacted at the Meeting, is annexed hereto.

2. Since, the Company’s shares are in compulsory demat trading, to ensure better services, and elimination of risk of holding shares in physical form, we request our shareholders holding shares in physical form to dematerialize their shares at the earliest.

3. Members are hereby informed that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 read together with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 has mandated for furnishing / updating PAN, KYC details (Address, Mobil No., E-mail ID, Bank Details) and Nomination details by all the holders of physical securities in listed company. Therefore, you are requested to fill the form ISR-1, ISR-2, ISR-3, Form No. SH-13 and Form No. SH-14 (As applicable) annexed with this Notice and Directors Report and send back to us.

4. Members holding shares in dematerialized form are requested to notify change in address/bank account, if any, to their respective Depository Participants (DPs). Members must quote their Folio Number/ De-mat Account No. (Client Id) in all correspondence with the Company and/or R&T Agent. The Company, in case of dematerialized shares, will not entertain any direct request from such members for change of address, transportation of names, deletion of name of deceased joint holder and change in the bank account details.

5. Any queries regarding the Annual Accounts or otherwise must be sent to Registered Office of the Company at least 10 days before the date of the meeting.

6. Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the Registered Office of the Company on all working days during office hours up to the date of the Extra Ordinary General Meeting.

7. Nomination facility is available to the members in respect of shares held by them. Members holding Shares in physical form may obtain the nomination forms from the Company’s Registrar and Share Transfer Agent. Members holding Shares in electronic form may obtain the nomination form from their respective Depository Participants.

8. A remote e-voting facility for the members shall also be provided in terms of section 108 of the Companies Act, 2013 and rules made there under and Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The facility for voting through ballot paper shall also be available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise the

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right at the meeting. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

1. M/s Pooja M. Kohli & Associates, company secretary in practice, Ludhiana, have been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent matter (including ballot forms, if any). The Scrutinizer shall within two working days from the conclusion of e-voting period, unblock the votes in presence of at least two witnesses not in employment of the Company and make a report of the votes cast in favor or against, if any, forthwith to the Management of the Company.

2. The Results shall be declared within two working days from the conclusion of the EGM. The results declared along with the conclusion of the EGM. The results declared along with the Scrutinizer's report shall be placed on the Company's website www.primeindustrieslimited.com and on the website of CDSL and communicated to the Stock Exchanges.

3. Electronic copy of the notice along with the Explanatory Statement is being sent to all members whose E-mail IDs are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for hard copy of the same.

4. The Instructions For Members For Remote E-Voting Are As Under:-

The remote e-voting period begins on 06[th] February, 2026 at 09:00 A.M. and ends on 08[th] February, 2026 at 5:00 P.M. The remote e-voting module shall be disabled by CDSL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 04[th] February, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 04[th] February, 2026.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1: Access through Depositories CDSL / NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on 06[th] February, 2026 at 09:00 A.M and ends on 08[th] February, 2026 at 5:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 04[th] February, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs

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and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
Users who have opted for CDSL Easi / Easiest facility, can login through their
Individual existing user id and password. Option will be made available to reach e-Voting
Shareholders page without any further authentication. The users to login to Easi / Easiest are
holding requested to visit CDSL website www.cdslindia.com and click on login icon &
securities in New System Myeasi Tab.
Demat mode After successful login the Easi / Easiest user will be able to see the e-Voting option
with CDSL for eligible companies where the e-voting is in progress as per the information
Depository provided by company. On clicking the e-voting option, the user will be able to see
e-Voting page of the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-Voting
Service Providers, so that the user can visit the e-Voting service providers’ website
directly.
If the user is not registered for Easi/Easiest, option to register is available at CDSL
website www.cdslindia.com and click on login & New System Myeasi Tab and
then click on registration option.
Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where the e-
voting is in progress and also able to directly access the system of all e-Voting
Service Providers.
Individual If you are already registered for NSDL IDeAS facility, please visit the e-Services
Shareholders website of NSDL. Open web browser by typing the following URL:
holding https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the
securities in home page of e-Services is launched, click on the “Beneficial Owner” icon under
demat mode “Login” which is available under ‘IDeAS’ section. A new screen will open. You
with NSDL will have to enter your User ID and Password. After successful authentication, you
Depository will be able to see e-Voting services. Click on “Access to e-Voting” under e-
Voting services and you will be able to see e-Voting page. Click on company name
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or e-Voting service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period.
If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-Voting
service provider website for casting your vote during the remote e-Voting period.
Individual You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After
(holding Successful login, you will be able to see e-Voting option. Once you click on e-
securities in Voting option, you will be redirected to NSDL/CDSL Depository site after
demat mode) successful authentication, wherein you can see e-Voting feature. Click on company
login name or e-Voting service provider name and you will be redirected to e-Voting
through their service provider website for casting your vote during the remote e-Voting period.
Depository
Participants
(DP)
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 18002255 33
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode. (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com

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and voted on an earlier e-voting of any company, then your existing password is to be used.

6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding sharesin Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant on which you choose to vote.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should

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be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; prime_indust@yahoo.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

1. The Scrutinizer, appointed by the Board of Directors to scrutinize the e-voting process in a fair and transparent manner, shall within a period of not exceeding two (2) working days from the conclusion of the e-Voting period unlock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a consolidated Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Management of the Company.

2. The Results shall be declared within 2 days of Extraordinary General Meeting of the Company. The Results declared along with the Consolidated Scrutinizer’s Report shall be placed on the Company’s website www.primeindustrieslimited.com and communicated to the BSE Limited.

3. Pursuant to Rule 18 of the Companies (Management and Administration) Rules, 2014, your Company is allowed to send the Notice of General Meetings through electronic mode to their Members. The Members are requested to support this initiative of paperless compliance by registering/updating their e-mail addresses with the Depository Participant (in case of shares held in dematerialized form) or with Registrar & Transfer Agent- Skyline

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Financial Services (P) Ltd, New Delhi by sending an E-mail to admin@skylinerta.com or with the Company at prime_indust@yahoo.com (in case of shares held in physical form).

1. The Notice along with Explanatory Statement of the Company circulated to the members, will also be made available on the Company’s website at www.primeindustrieslimited.com

2. Information required to be provided under the of SEBI (LODR) Regulations, 2015, regarding the Directors who are proposed to be appointed/ re-appointed is as below:-

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Name of the Director Mr. Rama Nand Gupta
Director Identification 03397154
Number(DIN)
Father’s Name Mr. Sita Ram Gupta
Date of Birth (Age in 29/09/1954 (71 years)
years)
Original date of 11/11/2025
appointment
Qualifications Graduate
Experience and expertise More than 32 years of experience in different fields including
in specific functional area Banking sector, credit and risk management, designing
customized MIS
Terms and conditions of As per the Nomination and Remuneration Policy
appointment and
Remuneration
Remuneration last drawn N.A.
No. of Board meetings 1
attended during the year
Relationship with other N.A.
Directors or KMPs
Directorship in other Turnkey Petaflakes Private Limited
Entities India Polymers Private Limited
Directorship in other listed N.A
Entities
Listed entities from which Race Eco Chain Limited
the person has resigned in
the past three years
Membership/Chairmanship N.A
of committees in public
limited companies
Shareholding in the 0.12 %
Company (in %)
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ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES

ACT, 2013

Item No. 1 To approve the appointment of Mr. Rama Nand Gupta (DIN: 03397154) as director of the Company.

Mr. Rama Nand Gupta (DIN 03397154) was appointed as an Additional Director of the Company, liable to retire by rotation, by the Board of directors at their meeting held on November 11, 2025, with effect from the same date, pursuant to the provisions of Sections 149, 152, 161 and all other applicable provisions of the Companies Act, 2013 (“the Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’). The Nomination and Remuneration Committee is of the view that Mr. Rama Nand Gupta (DIN 03397154) possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence, it is desirable to regularize his appointment as Director of the Company. Based on the recommendation of the Nomination and Remuneration Committee, the Board of the Company recommends shareholders passing of this Special Resolution as set forth in item no. 1 for your approval.

The terms and conditions for appointment of Mr. Rama Nand Gupta (DIN 03397154) as Director of the Company shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day. None of the Directors, Key Managerial Personnel, or their relatives, are in any way, concerned or interested, financially or otherwise, except to the extent of their respective shareholding in the Company, if any, in the proposed Ordinary Resolution as set out in Resolution No. 1 of this Notice. Pursuant to Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS2), issued by the Institute of Company Secretaries of India, the information pertaining to the Director proposed to be appointed is given under Annexure 1 as attached hereunder for the perusal of the Members.

Item No. 2 To approve appointment of Mr. Rama Nand Gupta (DIN: 03397154) as the WholeTime Director, designated Executive Director of the Company for the period from February 09, 2026, to February 08, 2031

Subject to the approval of the Shareholders of the Company, the Nomination and Remuneration Committee and the Board of Directors of the Company had, vide resolutions passed on January 15, 2026, approved appointment of Mr. Rama Nand Gupta as Whole time Director of the Company.

In accordance with Section 196 of the Companies Act, 2013, Company hereby proposes to appoint Mr. Rama Nand Gupta, who has attained the age above 70 as whole-time director in light of his vast immense knowledge and enrich technical experience which he has been contributing immensely in the growth of the Company, requires the approval of the members of the Company through Special Resolution and accordingly, the board of directors is seeking your approval for the aforementioned appointment of whole time director.

A brief profile of Mr. Rama Nand Gupta is provided below:

Mr. Rama Nand Gupta is a graduate from SRCC, Delhi University and has served PSU bank for more than 32 years in various departments and different positions, post bank services. He has joined the private sector for better utilization of his experience and expertise. He has vast experience in credit and risk management.

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The remuneration and terms and conditions of appointment of Mr. Rama Nand Gupta is as given below:

Particulars	Amount
Salary (in rupees)	6,00,000/-p.a
Perquisites(In Rupees)	Nil
Others(In Rupees)	Nil

The Board of Directors recommends the resolution set out in Item No. 2 of the notice for approval of the Members.

None of the Directors, Key Managerial Personnel of the Company and their relatives, except Mr. Rama Nand Gupta are in any way concerned or interested in this resolution.

Item No. 3

At present, the Authorised Share Capital of the Company stands at Rs. 20,00,00,000/- divided into 4,00,00,000 Equity Shares of Rs. 5 each. To meet the business requirements of the Company from time to time, it is proposed to increase the Authorised Share Capital from Rs. 20,00,00,000/- to Rs. 35,00,00,000/- by creation of 3,00,00,000 Equity Shares of Rs. 5 each. For the above purpose, it would be necessary to substitute the existing Clause V of the Memorandum of Association of the Company with a new Clause V. In accordance with the provisions of Sections 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed there under, it would be necessary to obtain the approval of the members for the increase in Authorised Share Capital of the Company. It is being sought as proposed in the Resolution. The existing and the proposed Memorandum of Association of the Company are available for inspection by any Member at the Corporate Office of the Company. The Board of Directors recommend the Ordinary Resolution set out as item no. 3 in the Notice for approval of the Members. None of the Directors, KMPs and their relatives are in any way, concerned or interested in this Item/ Business.

For and on behalf of the Board of Directors

Prime Industries Limited

Sd/-

Rama Nand Gupta Date: 15[th] January, 2026 Director DIN: 03397154 Place: Ludhiana

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INTIMATION TO THE PHYSICAL SHAREHOLDERS

Dear Shareholder,

Sub: Mandatory furnishing / updating of PAN, KYC details and Nomination by holders of physical securities (Equity Shares)

SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 has mandated for furnishing / updating PAN, KYC details (Address, Mobil No., E-mail ID, Bank Details) and Nomination details by all the holders of physical securities in listed company. Therefore, you are requested to note the following and provide the desired information:

PAN Nomination Contact Details Bank Account details Specimen Signature

Investors shall submit form ISR-1 for updating PAN and other KYC details.

In case of mismatch of signature or no signature with RTA, the investor shall furnish original cancelled cheque and banker’s attestation of the signature as per form ISR-2. We suggest that you should send Form ISR-2 duly attested by the bank, since your signature with our record is very old and may differ with present signature.

Investors shall mandatorily register nominations with RTA and use form SH-13 and SH-14 for declaration of nomination and change in nomination respectively. However, in case investor wants to opt-out of nomination, form ISR-3 shall be filed.

Investors are requested to ensure the above details are updated with RTA at the earliest as the folios for which the above details are not available shall be frozen.

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Form Description
Form ISR-1 Request for Registering PAN, KYC Details Or Changes / Updating Thereof
(enclosed)
Form ISR-2 Confirmation of Signature of securities holder by the Banker (enclosed)
Form ISR-3 Declaration Form for Opting-out of Nomination by holders of physical securities
in Listed Companies (enclosed)
SH-13 Declaration of Nomination (enclosed)
SH-14 Change of Nomination (enclosed)
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You can also download the forms from website of our RTA www.skylinerta.com

For Prime Industries Limited

Sd/Rama Nand Gupta Director DIN: 03397154

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Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014 ]

Name of the member (s) : E-mail Id : Registered address: Folio No/ Client Id: DP ID:

I/We, being the member (s) of …………. shares of Prime Industries Limited, hereby appoint

1. Name: ………………………………………………………………………………..…

Address: ………………………………………………………………………………..… E-mail Id: …………………..…………………………………………………………….. Signature:……………., or failing him/her

1. Name: ………………………………………………………………………………..…

Address: ………………………………………………………………………………..… E-mail Id: ………………………………………………………………………………..… Signature:……………., or failing him/her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General Meeting of the company, to be held on Monday, the 09[th] day of February, 2026 at 02:00 P.M. at Master Chamber, 19, Feroze Gandhi Market, Ludhiana-141001, Punjab, and at any adjournment thereof in respect of such resolutions set out in the Notice convening the meeting, as are indicated below:

Item No.	Resolution Type	Description	I / We assent to the resolution (For)	I / We assent to the resolution (For)	I / We dissent to the resolution (Against)	I / We dissent to the resolution (Against)
1.	Special	Regularisation of Mr. Rama Nand Gupta (DIN 03397154) as Director of the Company
2.	Special	To approve appointment of Mr. Rama Nand Gupta (DIN: 03397154) as the Executive Director designated as Whole-Time Director of the Company
3.	Ordinary	To increase Authorised Share Capital of the Company and consequent alteration to the Capital Clause of the Memorandum of Association
Signed this…………………… day of………….2026
Signature of shareholder ……...……………………………..
Signature of Proxy holder(s) ……………………………….				Revenue Stamp

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Note:

• This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

• A Proxy need not be a member of the Company.

• A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

• Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

• In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

• The member has the option of indicating the manner in which the vote be cast. This is only optional. If the member leaves the ‘For’ or ‘Against’ column blank against any or all the resolutions, the Proxy will be entitled to vote in the manner as he/she thinks appropriate.

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ATTENDANCE SLIP

(Please complete and hand it over at the entrance of the meeting hall.) (Only Members or their Proxies are entitled to be present at the Meeting)

Folio No.____

Client ID/DPID* ____

Name of Shareholder/Joint Shareholder/Proxy _________

Address ________________

No. of Shares held_______

I/We hereby record my/our presence at the Extraordinary General Meeting of the company, to be held on Monday, the 09[th] day of February, 2026 at 02.00 P.M. at Master Chamber, 19, Feroze Gandhi Market, Ludhiana-141001, Punjab.

SIGNATURE OF THE MEMBER(S)/PROXY(S) PRESENT

---

*Applicable to investors holding shares in electronic form only

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BALLOT FORM

(To be returned to Scrutinizer appointed by Prime Industries Limited)

1. Name(s) of Member(s):

(including joint-holders, if any) __________

2. Registered Folio No. / :

DPID No. / Client ID No.*________

1. No. of Shares Held ___________

(*Applicable to Members holding shares in dematerialized form)

I/We hereby exercise my/our vote in respect of the Special Resolution(s) as specified in the Notice dated 15.01.2026 to be passed through Ballot for the business stated in the said Notice by conveying my/our assent or dissent to the said resolution in the relevant box below:

Item No.	Resolutio n Type	Description	I / We assent to the resolution (For)	I / We dissent to the resolution (Against)
	Special	Regularisation of Mr. Rama Nand Gupta (DIN 03397154) as Director of the Company
	Special	To approve appointment of Mr. Rama Nand Gupta (DIN: 03397154) as the Executive Director designated as Whole-Time Director of the Company
	Ordinary	To increase Authorised Share Capital of the Company and consequent alteration to the Capital Clause oftheMemorandumof Association

Place: Date: Signature of Member / Beneficial Owner E-Mail ___ Tel. No. ___

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