Prima Industries Ltd.

The Directors have pleasure in presenting the 14th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2008. PERFORMANCE During the year, the Company achieved Turnover of Rs. 1958.38 Lacs and made a loss of Rs. -185.04 Lacs. Financial Results Particulars Current Year Previous Year 31/03/2008 31/03/2007 (Rs.Lacs) (Rs.Lacs) Turnover 1958.38 1018.22 Profit Before depreciation -81.08 -124.87 Depreciation 103.96 103.50 Profit (Loss) after Depreciation & Taxes -185.04 - 228.37 FUTURE PROSPECTS The Demand for vegetable oils is on increase due to increase in both human and industrial consumption. Enhanced capacities are needed for processing oil cakes for oil extraction and refinery. Your directors are optimistic to cash on these demands. Your directors are optimistic to do better in the years to come. The Company is proposed to start jobwork contract with KSE Ltd for Cattlefeed Manufacturing and Solvent Extraction of Oil Cake in the Next Financial Year onwards. DIRECTORS Mr. Rajyawardhan Agarwal, Director retires by rotation at the forthcoming 14th Annual General Meeting of the Company. Mr. Rajyawardhan Agarwal, Director, being eligible, offers himself for reappointment. AUDITORS M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment as also indicated their willingness to be reappointed. COMMENTS ON THE AUDITORS REPORT Auditors Report point No: VI (1) & (2)- Company has arrived at a One Time Settlement with Banks and Financial Institutions and the settlement amounts are being paid. Please refer Schedule -18, Notes on Accounts Point No.3. The Company is hopeful to pay the OTS on or before 30th September 2008 and when the Company become debt free, the networth will become positive. Then the Company will approach BSE for revocation of suspension of Shares and the same will be expected to happen before March 2009. PERSONNEL AND INDUSTRIAL RELATIONS Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels. STATUTORY DISCLOSURES The Company has not accepted any fixed deposits under the provisions of Companies (Acceptance of Deposits) Rules, 1975. Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO As required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report. DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm: a. that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts. b. that the Company has adopted prudent accounting policies. c. that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and d. that the Annual Accounts of the Company have been prepared on a going concern basis. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached. ACKNOWLEDGEMENT The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by Industrial Development Bank of India (IDBI). The Directors also thank State Bank of India and Bank of India for their continued support to the company. Your Directors thank all the employees and share holders for their active support and co-operation. For and on behalf of the Board Place : Cochin Sanjay Gupta Date : 30.06.08 Managing Director