Priority Jewels Ltd Auditor Reports

To the Members of

Priority Jewels Limited

Report on the Standalone Ind-AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Priority Jewels Limited which comprise the balance sheet as at 31st March 2026, the statement of profit and loss (including other comprehensive income), the statement of cash flows, and the statement of changes in equity for the year then ended and notes to the financial statement including a summary of the material accounting policies and other explanatory information (hereinafter referred to as "standalone lndAS financia l statements").

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid Ind AS financial statements give the information required by the Companies Act,

2013 (Act) in the manner so required and give a trne and fair view in conformity with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its Profit (financial performance including other comprehensive income), changes in equity and its cash fl ows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the standards on auditing specified under section 143 ( 10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditors responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chattered At.:countants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules there under, and we have fulfilled

our other 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 Matter .Paragraph

1) Investment in Subsidiary / Associate

We draw attention to Note 4 to the standalone financial statements regarding the investment made by the Company in equity shares of Venice Dia Jewel Private Limited and Acura Jewels Private Limited (Subsidiary) during the year amounting to Rs. 0.52 Million each and Brillix Private Limited (Associate) of Rs. 0.24 Million. Our opinion is not modified in respect of this matter.

2) Pre-IPO Placement of Equity Shares

We draw attention to Note 12 to the standalone financial statements regarding the Pre-IPO placement undertaken by the Company during the year, wherein the Company allotted 8,25,000 Equity Shares at an issue price of n90 per Equity Share (including securities premium of n80 per Equity Share) aggregating to n56.75 Million by way of private placement in accordance with the provisions of Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The said allotment was approved by the Board of Directors and shareholders of the Company vide resolutions dated January 28, 2026 and the shares were allotted pursuant to the Board Resolution dated February 14, 2026. Our opinion is not modified in respect of this matter.

Pursuant to the Pre IPO issuance, the issued, subscribed and paid-up equity share capital of the Company increased from Rs. 126 Million (Rupees One Hundred and Twenty-Six Million Only) divided into 1,26,00,000 Equity Shares of face value of Rs. 10/- (Rupees Ten) each to Rs.134.25 Million (Rupees One Hundred Thirty-Four million Two Hundred Fifty Thousand Only) divided into

1 ,34,25,000 Equity Shares of face value of Rs. 10/- (Rupees Ten) each.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the cunent period. We have determined that there are following key audit matters to communicate in our report:

Filing of Updated Draft Red Herring Prospectus (UDRHP) for Proposed Listing

During the current financial year, the Company has filed its Updated Draft Red HeITing Prospectus (UDRHP) with the Securities and Exchange Board oflndia (SEBI), as well as with the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), in connection with its proposed lnitial Public Offering (IPO) and intended listing of its equity shares on 21 st Februaty 2026. The Company has received in-principle approvals for listing from both NSE and BSE and is currently awaiting final observations and approval from SEBI. We have considered the implications of these developments in the course of our audit procedures, where relevant.

Other? Information

The Companys board of directors is responsible for the preparation of the other infonnation. The other info1mation comprises the information included in the Boards Repo1t including Annexures to Board s Rcpmt, Business Responsibility Report but does not include the financial statements and our auditors report thereon.

Our opinion on the financial statements does not cover the other infonnation and we do not express

any fom1 of assurance conclusion thereon.

In connection with our audit of the 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 Ind AS financial statements or our knowledge obtained during the course of our 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 that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Financial Statements

The Companys 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 Ind AS financial statements that give a true and fair view ofthe financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Companys Management and Board of Director are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable matters related to going concern and using the going conceern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors Responsibility

Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or enor, and to issue an auditors 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 enor 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 skepticism 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 accountin g estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accom1ting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in :(i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government oflndia in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

(a) 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.

(b) 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 th ose books;

(c) The balance sheet, the statement ofprofit and loss, the statement of cash flows and the statement

of changes in equity dealt with by this Rep01t are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting

Standards specified under Section 133 of the Act read with a relevant rule issued thereunder;

( e) On the basis of the written representations received from the directors as on 31 March 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate repo1t in "Annexure B"; and

(g) With respect to the other matters to be included in the Auditors 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 explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position

in its standalone Ind AS financial statements

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

(i) Based on our examination which included test checks, the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

(ii) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1st April, 2023, reporting under Rule l l(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail, the Company has preserved audit trail as per statutory requirements for record retention.

Anncxure A to the Auditors Report

The Annexure referred to in the Independent Auditors Report to the members of the Company on the

standalone financial statements for the year ended 31st March 2026, we report that:

1. ln respect of its Property, plant, equipment:

a)

A. The Company has maintained proper records showing full particulars, including quantitative

details and the situation of PPE on the basis of available infom1ation.

B. The company has maintained proper records showing full particulars including quantitative

details and the situation of its intangible assets on the basis of available information.

b) As per the information and explanations given to us and based on our verification, the company has not physically verified items of property, plant, and equipment during the year. However, the Management is in the process of verifying the same in the current financial year.

c) According to the info1mation and explanations given to us, the title deeds of immovable properties

are held in the name of the company.

d) According to the information and explanations given to us, the revaluation of immovable properties

is not performed by the company as it is not mandatory to carry revaluation every year.

e) According to the information and explanation given to us, the company does not hold any Benami Property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

ii. ln respect of its inventories:

a) The company has conducted physical verification of stocks at reasonable intervals during the year. b) The Physical verification of inventory conducted by the management is adequate in relation to the size of the company and the nature of its business and no discrepancies were noticed on such verification.

c) The company has been sanctioned working capital limits in excess of five crore rupees, in aggregate from banks or financial institutions. There was no material difference between the statements filed by the company with such banks or financial institutions and books of accounts.

u1. In Respect of investments, any guarantee or security or advances or loans given.

a) The company has not provided loans or provided advances in the nature of loans, or stood guarantee or provided security to any other entity. Hence clauses (iii)(a) to (iii)(e) of the Companies (Auditors Report) Order, 2020 are not applicable to the company.

b) As per the information and explanation given to us and based on the documents produced before us,

the company has not granted loans without specifying the terms or period ofrepayment to employees.

c) The Company has made investment in Subsidiaries named as Venice Dia Jewel Private Limited and Acura Jewels Private Limited amounting to Rs.0.52 Million each and Associate named as Brillix Private Limited of Rs.0.24 Million during the year. In our opinion, the terms and conditions of such investment are not prejudicial to the interest of the Company.

1v. In our opinion and according to the information and explanation given to us, the company has not given any loans to or made investments in entities referred to in sections 185 and 186 of the Companies Act, 2013.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public as per the provisions of sections 73, 74, 75, and 76 or any other relevant provisions of the Act and the rules framed there under to the extent notified.

v1. The Central Government has not prescribed maintenance of Costing Records for the business of the

Company under Section 148(1) of the Companies Act, 2013. vu. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Maharashtra Labour Welfare Fund, Wealth Tax, Goods and Service Tax, Customs Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2026 for a period of more than six months from the date they became payable, except the following: -

Sr no. Nature of dues	Nature of Dues	Assessments year	Demand Amount (Rs.) (in Millions)	Amount paid (Rs.) (in Millions)	Forum where a dispute is pending
1 Income Tax Act, 1961	Tax	2015-16 .	0.73	NIL	CIT - Appeal
2 Income Tax Act, 1961	Tax	2016-17	0.10	NIL	CIT - Appeal
3 Maharashtra Value- Added Tax	Tax	2013-14	1.30	1.03	Joint Commissioner (Sales tax appeals)
4 West Bengal Value added tax	Tax	2015-16	0.52	0.05	Joint Commissioner (Commercial tax)
6 Income tax act, 1961	Tax	2011-12	35.41	5.00	Commissioner of Income tax (Appeals)

v111. There.were no transactions relating to previously unrecorded income that hi:ive been surrendered or disclosed as income during the year in the tax assessments under the Income-Tax Act, 196 1 ( 43 of 1961). Accordingly, reporting under paragraph 3 (viii) of the order is not required.

1x. In Respect of Default in repayment of borrowings

(a) The company has not defaulted in repayment of loans or borrowing to a financial institution, bank,

or Government or dues to debenture holders.

(b) According to the information and explanation given to us, the company is not declared a wilful

defaulter by any bank or financial institution, or other lenders

(c) According to the information and explanation given to us and to the best of our knowledge, the

Term loans taken during the year were applied for the purpose for which the loans were obtained.

(d) According .to the information and explanation given to us, funds raised by the company short-term

term basis had not been utilized for long-term purposes.

(c) According to information and explanation given to us ,the company has not entered in to transactions of nature specified in clauses (ix) (e) and (f) related to its subsidiaries, associates or joint venh1res. Hence clauses (ix)(e) and (f) are not applicable.

x. In respect of Funds raised and utilisation

(a) The company did not raise any money by way of an initial public offer or fmther public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(x) of the Order is not applicable.

(b) During lhe year, the Company has made private placement of shares and complied with Sections

42 of the Companies Act, 2013.

x1. In respect of Fraud and whistle-blower complaints

(a) According to the information and explanations given to us, no fraud by the Company or on the

Company by its officers or employees has been noticed or reported during the course of our audit.

(b) As there were no instances of fraud during the period under review, clause (xi)(b) is not applicable.

( c) According to the information and explanations are given to us the company has not received any

whistle-blower complaints during the year under audit.

x11. In our opinion and the information and explanations given to us, lhe Company is not a Nidhi

Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

x111. According to information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where applicable, and, the details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv. In respect oflnternal audit system

(a) The company has an internal audit system commensurate with the size and nature of its busmess.

(b) We have considered the reports ofthe Internal Audit Team of the company for the period under audit.

xv. According to information and explanations given to us, the company has not entered into non-cash transactions with directors or persons connected with them as referred to in section 192 of the Companies Act, 2013.

xvi. In respect of Registration under section 45-IA of RBI Act, 1934.

(a) According to information and explanations given to us, the company is not required to be registered

under provisions of section 451A of the Reserve Bank of India Act, 1934.

(b) During the year, the company has not conducted Non-Banking Financial or Housing Finance activities.

(c) The company is not a Core Investment Company (CIC) as defined in the regulations made by the

Reserve Bank of India. xvii. According to the information and explanations are given to us, the company has not incurred cash

losses in the financial year under audit and also in the immediately preceding financial year.

xviii. During the year there was no resignation of the statutory auditor from the company.

xix. On the basis of financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans, and on the basis of infonnation and explanation and other data provided to us, in our opinion, there is no uncertainty exists as on the date;: of the audit report that the company is capable of meeting its liabilities exists at the date the of the balance sheet as and when they fall due within a period of one year from the balance sheet date.

We however state that this is not an assurance as to the fulure viability of the company. We further state that our repo1ting is based on the facts upto the date of the audit report and we neither give any guarantee nor any assurance that all the liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

xx. Complinace with Section 135

a) The company has no liability to transfer any w1spent amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with the second proviso to sub-section ( 5) of section 13 5 of the said Act.

b) The clause (xx)(b) of the Companies (Auditors Report) Order, 2020 is not applicable to the

company. xx1. The reporting under this clause is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of the said clause.

Annexurc -B to the Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Priority Jewels Limited ("the Company") as of 3 !51 March 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India( ICAI). These responsibilities include the design, implementation, and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by JCAI and deemed to be prescribed 1mder section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial repo1ting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial rep01ting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial repo1ting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Finandal Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting m~y become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion ln our opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting, and such internal financial controls over financial reporting were operating effectively as at 31 March 2026, based on the infernal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M.B. Nayak & Co.

Chartered Accmmtants.

Firm Reg. No. 107014W

Uday. D. Padia

Membership No. 602893

Place: Mumbai

Date: 28/05/2026

UOIN: 26602893HZMKQG5836