Prima Industries Limited has announced the successful issue and allotment of 51,97,403 unlisted 10% Non-Convertible Redeemable Preference Shares following an order from the National Company Law Tribunal (NCLT), Kochi Bench. The company's Board of Directors approved this corporate action during their meeting held on 12th February, 2026.

NCLT Order Compliance

The allotment was executed in strict compliance with Order No. CP(C/Act)/9/KOB/2025 dated 21st January, 2026, issued by the Hon'ble National Company Law Tribunal, Kochi Bench under Section 55(3) of the Companies Act, 2013. The company had previously informed the stock exchange about receiving this order on 21st January, 2026, as required under regulatory guidelines.

Preference Share Details

The key parameters of the preference share allotment are structured as follows:

Share Redemption Process

The newly allotted 51,97,403 preference shares effectively replace the existing unredeemed preference shares of the same number. In lieu of the new allotment, the previous 51,97,403 unredeemed 10% Non-Convertible Redeemable Preference Shares stand redeemed pursuant to the NCLT order. This process ensures compliance with the tribunal's directive while maintaining the company's preference share structure.

Regulatory Compliance

The disclosure has been made in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023. The company's equity shares are listed on BSE under stock code 531246, while the preference shares remain unlisted with ISIN INE723N04016.

Corporate Information

Prima Industries Limited, incorporated in 1994, operates from its registered office in Cochin, Kerala, with manufacturing facilities in Palakkad. The company secretary Nayana V B has signed the regulatory filing, confirming the completion of all procedural requirements related to this preference share allotment.

Prima Industries Limited has successfully obtained approval from the National Company Law Tribunal (NCLT) Kochi Bench for the further issue of unlisted preference shares to facilitate the redemption of existing preference shares worth ₹5.20 crore. The order, dated January 21, 2026, marks a significant step in resolving the company's preference share redemption obligations.

NCLT Order Details

The NCLT Kochi Bench, through Order No. CP(C/Act)/9/KOB/2025, has granted permission for the company to issue redeemable preference shares with specific terms and conditions:

Background and Share Structure

Prima Industries Limited, incorporated in 1994 under the Companies Act 1956, has an authorized share capital of ₹25 crore comprising 1.35 crore equity shares and 1.15 crore preference shares of ₹10 each. The company's paid-up capital stands at ₹21.98 crore, consisting of 1.08 crore equity shares and 1.12 crore preference shares.

The company originally issued 51,97,403 units of 10% Cumulative Redeemable Preference Shares (CRPS) of ₹10 each to Industrial Development Bank of India (IDBI) on July 24, 2002. These shares were subsequently transferred to Ayyappa Roller Flour Mills Limited on April 4, 2012. An additional 60,00,000 CRPS were issued to Ayyappa Roller Flour Mills Limited on March 27, 2013, making it the sole preference shareholder.

Compliance and Regulatory Actions

The tribunal noted significant delays in the company's compliance with statutory requirements. The preference shares became due for redemption on July 23, 2022, but the company obtained shareholder consent only on October 16, 2023. The Board meeting to approve the extension was held on May 30, 2024, followed by the Annual General Meeting on August 22, 2024.

The Registrar of Companies had earlier imposed a penalty of ₹2,50,000 on the company and its Managing Director for violating Section 55(2) of the Companies Act 2013 due to delayed redemption. The company has already paid this penalty.

Key Provisions and Implementation

Under Section 55(3) of the Companies Act 2013, companies unable to redeem preference shares due to lack of profits can issue further redeemable preference shares with tribunal approval and consent of three-fourths preference shareholders. The NCLT found all statutory requirements satisfied and approved the proposal as genuine and bona fide.

The tribunal's order includes several important directives:

• Permission to issue redeemable preference shares for 20 years from July 24, 2022 to July 23, 2042
• Original unredeemed preference shares to be deemed redeemed upon new issue
• New shares to be issued equal to amount due including dividend arrears
• No impact on company's share capital structure
• Mandatory filing with Registrar of Companies along with penalty payment proof

The company has committed to continue paying dividends at the existing rate during the extended period, ensuring no hardship to preference shareholders. Prima Industries must now implement the order in accordance with the Companies Act 2013 and other applicable laws while depositing the imposed penalty of ₹1,00,000 to the National Defence Fund.