Primech Holdings Ltd

PROPOSAL FIVE

**BY AN ORDINARY RESOLUTION, TO APPROVE THE APPOINTMENT OF WEINBERG & CO. LA, LLP AS AUDITOR OF THE COMPANY FOR THE FINANCIAL YEAR ENDING MARCH 31, 2027, AND THAT THE DIRECTORS BE EMPOWERED TO FIX THE AUDITORS’ REMUNERATION IN THEIR ABSOLUTE DISCRETION.

(ITEM 5 ON THE PROXY CARD)

We are proposing to approve the appointment of Weinberg & Co. LA, LLP as auditor of the Company for the financial year ending March 31, 2027. The Audit Committee of the Board of Directors has appointed Weinberg & Co. LA, LLP to serve as the auditor of the Company for the financial year 2026. Although the Company’s governing documents do not require the submission of this matter to shareholders, the Board of Directors considers it desirable that the appointment of Weinberg & Co. LA, LLP be approved by shareholders.

Audit services to be provided by Weinberg & Co. LA, LLP for the financial year 2026 will include the examination of the consolidated financial statements of the Company and services related to periodic filings made with the SEC.

A representative of Weinberg & Co. LA, LLP is not expected to be present at the Annual General Meeting and therefore will not (i) have the opportunity to make a statement if they so desire or (ii) be available to respond to questions from shareholders.

If the appointment of Weinberg & Co. LA, LLP is not approved, the Audit Committee of the Board of Directors will reconsider the appointment.

This Proposal requires affirmative (“FOR”) votes of a majority of votes cast by shareholders present or represented by proxy and entitled to vote at the Annual General Meeting. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal.