We have audited the standalone financial statements of Prima Industries Limited ('the
Company'), which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and the notes to the standalone financial
statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us
the aforesaid standalone financial statements give the information required by the Companies
Act 2013 ("the Act") in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state of affairs of the Company as at
31st March 2025, and its loss and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standard of Auditing (SAs) specified under
section 143(10) of the Act. Our responsibility under those SAs are further described in the
Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the standalone financial statements under the provisions of the Act and
the Rules thereunder and we have fulfilled our ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters

1 We draw attention to the fact that the Company has failed to redeem preference shares
issued on 24th July 2002 amounting to Rs 5,19,74,030 held by Ayyappa Roller Flour Mills Limited
which were due for redemption since July 2022, which is not in compliance with Section 55 of
Companies Act, 2013. We are also informed that the Company have placed a petition with the
Hon'ble NCLT on 25th February 2025 for the redemption of the unredeemed preference shares
and to issue further 51,97,403 cumulative redeemable preference shares of Rs 10 each to the
existing shareholder, for a term of 20 years from the date of issue on the same terms and
conditions.

2 The Company has made following transaction with its associate companies which are not
in compliance with section 185 of the Companies Act 2013:

Unsecured interest free loan to Associate Companies and outstanding, amounting to Rs.
2,81,02,632 which is not yet recovered.

Our opinion is not modified in respect of these matters.

Other Information

The Company's management and Board of Directors are responsible for the other information.
The other information comprises the information included in the Company's annual report, but
does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report
the fact. We have nothing to report in this regard.

Management's responsibility for the standalone financial statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance, and cash
flows of the Company in accordance with the accounting principles generally accepted in India,
including the accounting Standards specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations, or has no realistic alternative but
to do so.

The Board of Directors is also responsible for overseeing the Company's financial reporting
process.

Auditor's Responsibilities for the Audit of the standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of such
controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

A. As required by the Companies (Auditor's Report) Order, 2020(“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,
2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

B. As required by Section 143 (3) of the Act, we report that:

1 We have sought and obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our audit.

2 In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.

3 The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account.

4 In our opinion, the aforesaid standalone financial statements comply with the Ind
AS specified under Section 133 of the Act.

5 On the basis of the written representations received from the directors as on 31st
March 2025 taken on record by the Board of Directors, none of the directors is disqualified as on
31st March 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

6 The separate report on the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of such controls is not
applicable to the Company.

C. With respect to the matters to be included in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanation given to us:

1 The Company does not have any pending litigations which would impact its
financial position;

2 The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses;

3 There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company;

4 The Management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person or entity, including foreign entity (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries

5 The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

6 Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to believe
that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.

7 The Company has not declared dividend during the year.

8 Based on our examination which included test checks, the Company has used an
accounting software for maintaining its books of account which has a feature of recording audit
trail (editlog) facility and the same has operated throughout the year for all relevant transactions
recorded in the software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with. Additionally, the audit trail has been
preserved by the company as per the statutory requirements for record retention.

D In our Opinion and according to the information and explanations given to us, the
remunerations paid by the company to its directors during the current year is in accordance with
the provisions and is not in excess of limit laid down in section 197 of the Act. The Ministry of
Corporate Affairs has not prescribed other details under section 197(16) which are required to
be commented upon by us.

For G Joseph & Associates
Chartered Accountants
Firm Reg. No. 006310S

P Rajagopal

Place: Kochi Partner

Date : 27-05-2025 202134

UDIN: 25202134BMITQY9457