Prime Industries Ltd

AGM Details

• AGM held on 19 Oct 2026 at 3:00 PM via VC/OAVM.

Key Resolution

• Special resolution: preferential issuance of equity shares to non-promoter category.

Objects and Use of Proceeds

• Objects: fund R&D and in-house development for Nuclear/Defence components.
• Utilization: proceeds for capex, product development, and related corporate purposes.

Supporting Documents

• PCS certificate certifying ICDR compliance available on company website.

Voting Outcome

• Voting outcomes not disclosed in corrigendum.

Prime Industries Limited — Trading Window closes from Thursday, 1st October, 2026 till expiry of 48 hours after declaration of the Unaudited Financial Results for the quarter and half year ended on 30th September, 2026

AGM and annual report access

• AGM scheduled Oct 19, 2026 at 3:00 PM IST via VC/OAVM.
• Annual Report 2025-26 and AGM Notice accessible online via provided weblink and path.
• Cut-off date for email-unregistered shareholders: Sep 18, 2026.
• Reminder to update KYC details and dematerialise physical securities per SEBI circular.
• Queries to Skyline Financial Services Private Limited, RTA, for shareholder matters.

Executive snapshot

• Standalone revenue ₹108.37m; Consolidated ₹930.38m for FY2025-26.
• Consolidated PAT ₹160.07m; Standalone PAT ₹12.86m.
• Acquired/held 50.01% stake in Linga Agri Trading & Machinery Pvt Ltd as subsidiary.
• Dividend for FY2025-26 not recommended; earnings retained.
• Audit firm change: Bhushan Aggarwal resigned; Akshay Singhla appointed as Statutory Auditor.
• Governance changes: Sanjiv Malik named Executive Director and Managing Director; Deepak Handa added as Non-Executive; Rajinder Singhania steps down as MD.
• Authorised share capital increased to ₹40 crore; preferential issue of up to 27.30 lakh shares proposed.
• Relevant date for preferential issue set at 18 Sep 2026; 90-day lock-in contemplated for new shares.

Financial performance

• Standalone revenue ₹108.37m; total expenses ₹91.11m; PBT ₹17.26m; tax ₹4.40m; PAT ₹12.86m.
• Consolidated total income ₹930.38m; PBT ₹164.27m; tax ₹4.20m; PAT ₹160.07m.
• Standalone EPS ₹0.61; Consolidated EPS ₹7.62.
• Standalone total assets ₹784.82m; equity ₹393.02m; borrowings ₹390.39m; cash ₹396.03m.
• Consolidated total assets ₹1,710.65m; equity ₹737.39m; borrowings ₹748.21m; cash ₹406.36m.
• Consolidated current ratio 1.57x; standalone 1.87x.

Business developments & operations

• FY2025-26 consolidated base expanded via acquisition of Linga Agri, a farmer machinery & waste-management group.
• Linga Agri turnover ended 31-03-2026 ₹845.09m; PAT ₹150.40m; 50.01% subsidiary.
• Group now diversified across agriculture, food-processing machinery and waste-management sectors.
• Management focus on integration, working-capital discipline, and strengthening operational controls post-acquisition.
• Consolidated assets rose to ₹1,710.65m, reflecting scale from the subsidiary.

Capital structure & liquidity

• Authorised share capital increased to ₹40 crore (8 crore equity shares at ₹5 each).
• Preferential issue: up to 27.30 lakh equity shares at ₹42 to Non-Promoter category.
• Proposed allottees: Mr. Uday Narang (24,92,500 shares) and Mr. Kushal Muchhal (2,37,500).
• Post-issue, promoter holding 50.00%; Uday Narang 11.32%; Kushal Muchhal 1.00%.
• Total issue size up to ₹11.46 crore; floor price ₹41.16; issue price ₹42 per share.
• Cash position: Consolidated ₹406.36m; Standalone ₹396.03m; debt maturity in notes shows varied tenure.

Governance & leadership

• Board: 6 directors; one MD, one Whole-Time Director, three independent; changes during year.
• Rajinder Kumar Singhania stepped down as MD to Non-Executive Non-Independent on 22 Aug 2026.
• Sanjiv Malik appointed as Executive Director and MD effective 8 Sep 2026 for 3 years.
• Deepak Handa appointed Non-Executive Director (2-year term) from 20 Sep 2026.
• Diksha Tiwari appointed Company Secretary & Compliance Officer; Divya Punia appointed CFO; Harjeet Arora resigned from SRC Chair.

Related party governance

• RPTs disclosed; transactions are in ordinary course and at arm’s length.
• Outstanding balances with related parties: receivables ₹95.59m; payables ₹59.25m.
• RPT policy in place; disclosures aligned with Ind AS 24; no material RPT reported.

Outlook & risks

• Outlook: expanded consolidated base supports growth in agriculture, food processing, and waste-management.
• Focus on sustainable growth, disciplined working-capital management, and effective execution of opportunities.
• Risks: working capital intensity, input costs fluctuation, competition, regulatory changes, and project execution risks.

Dividend & CSR posture

• Dividend distribution policy not applicable; no CSR obligations disclosed for PIL as per Act.

AGM details

• 34th AGM on Oct 19, 2026 at 3:00 PM, via VC/OAVM.
• Record date for entitlement: Sep 18, 2026.
• EVoting cut-off: Oct 12, 2026.
• Remote e-voting window: Oct 16–18, 2026, 09:00–17:00.
• Notice and Annual Report available on company website.

Resolutions proposed

• Item 1: Adopt audited financial statements for FY2025-26.
• Item 2: Re-appoint Rajinder Kumar Singhania as director on rotation.
• Item 3: Appoint Akshay Singhla & Associates as Statutory Auditor; fill vacancy; five-year term.
• Item 4: Appoint Sanjiv Malik as Executive Director.
• Item 5: Appoint Sanjiv Malik as Managing Director for three years; remuneration as stated.
• Item 6: Approve related party transactions for FY2026-27; arm's length.
• Item 7: Appoint Deepak Handa as Non-Executive Director for two years.
• Item 8: Increase authorized share capital to ₹40 crore; amend MOA.
• Item 9: Alter MOA main object to add autos, metals, and Nuclear/Defense R&D.
• Item 10: Approve preferential issue of up to 27,30,000 equity shares to non-promoters at ₹42 each.

Directors

• Rajinder Singhania to be re-appointed as Director.
• Sanjiv Malik appointed Executive Director (additional) and MD.
• Deepak Handa appointed as Non-Executive Director.

Auditors

• Akshay Singhla & Associates appointed as Statutory Auditor for five years.

Related party transactions

• RPTs with Master Capital Services, Master Infrastructure, and Master Trust; arm's length; cap up to Rs 200 crores.
• Disclosures show common directorship and shareholding.

Capital & MOA amendments

• Increase authorized capital to ₹40 crore; amend MOA Clause V.
• MOA main object additions include autos, metals, Nuclear/Defense R&D.
• Preferential issue: up to 27,30,000 shares at ₹42; floor price ₹41.16.
• Lock-in period as per ICDR; post-date 90 trading days for allottees.
• Proposed allottees: non-promoter investors; post-issue holdings show 11.32% and 1.00%.
• Relevant date for pricing: 18 Sep 2026.

Capital and MOA changes

• Authorised capital increased to ₹40,00,00,000 from ₹35,00,00,000.
• MOA altered to reflect higher capital (Clause V).
• Alteration subject to shareholder AGM approval.

Preferential issue details

• Up to 27,30,000 equity shares to non-promoter investors.
• Issue price ₹42 per share; aggregate ₹11,46,60,000.
• Investors disclosed: Uday Narang and Kushal Muchhal.
• Uday Narang: pre 0.92%, post 11.32%.
• Kushal Muchhal: pre 0%, post 1.00%.
• Post-issue capital: 2,37,33,400 shares.

Governance and appointments

• Deepak Handa appointed Additional Director (Non-Executive).
• Diksha Tiwari appointed Company Secretary & Compliance Officer.
• Internal Auditor: Modi Harsh & Co for 2026-27.
• Scrutinizer: CS Pooja M. Kohli.
• CDSL appointed for remote e-voting.
• Notice of 34th AGM approved; cut-off dates fixed.
• Cut-off for remote e-voting: 12 Oct 2026.
• Annual Report and Directors' Report for FY2025-26 approved.
• Material Related Party Transactions for FY2026-27 subject to approvals.
• Branch Office opened at Noida.
• Resignation of Harjeet Singh Arora as Non-Executive Director.
• Reconstitution of Nomination & Remuneration Committee and Stakeholder Relationship Committee.

Appointment

• Deepak Handa appointed as Director on Prime Industries' Board.
• Appointment aligns with plans to expand precision engineering for Defence, Nuclear, and Special Product Divisions.
• R&D incubation centre to develop and design components for a Special Purpose Division.

Director profile

• Handa has 25+ years of automotive and precision manufacturing experience.
• Currently Technical Director - Operations & Business Development at Omega Bright Steel.
• Experience includes IATF 16949, ISO 9001, ISO 14001; worked with TÜV, BSI, DNV, Vincotte and BVQI.

Strategic context

• Appointment supports growth in Defence, Nuclear, Aerospace, and capital goods.
• Company has majority and minority stakes in high-precision engineering and nuclear sector entities.
• Kay Bouvet Engineering Ltd and Linga form part of Prime Industries’ growing industrial presence.

Key disclosures

• Fundraise of ₹11.86 crore completed via preferential issue.
• Dr. Uday Narang joins as strategic investor, acquiring 10% stake.
• Strategic investor brings defence, aerospace and precision manufacturing exposure.
• Active equity stakes in Kay Bouvet Engineering and Linga Agri support growth.