Priya Ltd Directors Report

TO THE MEMBERS OF PRIYA LIMITED

The Directors present their 38^th Annual Report along with the Audited Financial Statement of Accounts for the Financial Year 2024-25.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year 2024-25 in comparison to the previous financial year 202324 are summarized as below:

(Rs. in Lakhs)

	Year Ended 31/03/2025	Year Ended 31/03/2024
Revenue from operation	0.00	0.00
Other Income	2.10	36.10
	2.10	36.10
Profit/ (Loss) before Tax	(391.71)	(402.45)
Less:
1) Current Tax
For current year	0.00	0.00
For earlier years	0.00	1.40
2) Deferred tax	0.00	0.00
Profit/(Loss) After Tax	(391.71)	(403.85)
Other Comprehensive Income	(0.96)	(35.95)
Total Comprehensive Income	(392.67)	(367.90)

The Company has prepared the financial statements in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013 (the Act) and other relevant provisions of the Act.

DIVIDEND:

The Board of Directors of your Company, after considering losses for FY 2024-25, has decided that it would be prudent, not to recommend any Dividend for the year under review.

DEPOSIT FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

TRANSFER TO RESERVES

No amount was transferred to the Reserves for the financial year ended 31^st March, 2025.

SHARE CAPITAL

The paid up equity capital as on 31^st March, 2025 was Rs.3,00,23,000.

During the year under review, the Company has not issued any form/types of securities.

The authorized share capital of the Company was Rs.7,50,00,000/- as on March 31, 2025.

OPERATIONS

No revenues in the current and previous financial year under review. The Company has incurred a Net Loss of Rs.392.67 Lakhs in 2024-25 and previous years Net Loss of Rs.367.90 Lakhs.

There is no business operation during the financial year.

DIRECTORS AND KEY PERSONNEL:

I. COMPOSITION OF BOARD:

The Company has a Non-Executive Chairman and the Company has optimum combination of Executive and NonExecutive Directors. The Board comprises of two Independent Directors.

II. BOARD AND COMMITTEE MEETINGS:

None of the Directors on the Board is member of more than 10 committees or Chairman of more than 5 committees across all the Companies in which he is a Director. Necessary disclosures regarding committee positions in other public companies as at 31^st March 2025 has been made by the Directors.

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and at the last Annual General Meeting and also the number of other directorship and Committee membership held by them are given below:

Name	Designation	Attendance of AGM held on 28th September, 2024	No. of Board Meetings held during the year 2024-25		No. of Directorship in Public Companies	No. of Committee positions held (Audit Committee & Stakeholders Relationship Committee)
			Held	Attended		Chairman	Member
Arunkumar Bhuwania	Chairman NonIndependent / Non- Executive Director	No	9	5	1	0	2
Anuj Bhargava (Retired as on 19th August, 2024)	Independent / Non- Executive Director	N.A.	3	3	1	1	1
Aditya Bhuwania	Whole-time/ Executive Director	Yes	9	9	1	0	0
Hema Thakur	Independent / Non- Executive Director	No	9	9	2	2	1
Rajeshree Chougule (Appointed as on 19th September, 2024)	Independent / Non- Executive Director	Yes	5	5	2	0	2

III. NO. OF BOARD MEETING:

All the board meetings were held in compliance with section 173 of the Companies Act, 2013 as the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.

Nine (9) Board Meetings were held during the year 2024-25 on 30.05.2024, 30.07.2024, 14.08.2024, 19.09.2024, 28.10.2024, 14.11.2024, 18.12.2024, 09.01.2025 and 14.02.2025. The maximum gap between any two meetings did not exceed one hundred and twenty (120) days.

The Company has complied with the requirements prescribed under the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Board of directors (SS-1) and General meetings (SS-2).

IV. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Arunkumar Bhuwania (DIN: 00387445) Non-Executive & Non-Independent Director retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible has offered himself for re-appointment and your Board recommends his re-appointment.

The disclosures required pursuant to Regulation 36(3) of the SEBI Listing Regulations and Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report.

V. APPOINTMENT/CHANGE IN DESIGNATION DIRECTORS:

At the Board Meeting held on September 19, 2024, the Board of Directors, based on the recommendation of Nomination & Remuneration Committee, approved the Appointment of Mrs. Rajeshree Chougule as Additional Independent NonExecutive Director of the Company and after that with the members approval in 37^th Annual General Meeting of the Company, the designation changed from Additional Independent Director to Independent Director of the Company.

VI. CESSATION

Mrs. Kalyani Joshi- Company Secretary & Compliance Officer of the Company resigned from the post of Company Secretary w.e.f. 31^st May, 2024.

Mr. Anuj Bhargava - Non-Executive Independent Director of the Company retired from directorship of the Company w.e.f. 19^th August, 2024.

The Board places on record its sincere appreciation for the valuable contribution made during his tenure as directorship of the Company.

VII. KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors at their meeting held on 31^st July, 2024, re-appointed Mr. Aditya Bhuwania as Executive Director (Whole Time Director) for a period of (3) three years, with effect from 31^st July, 2024 subject to approval of members in the 37^th Annual General Meeting of the Company. 13.

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 2024-25 are:

Mr. Aditya Bhuwania :	Whole time Director
Mr. Hussain Bohra :	Company Secretary & Compliance Officer (Appointed as on 18th December, 2024)
Mrs. Kalyani Joshi :	Company Secretary & Compliance officer Resigned as on 31st May, 2024)

Board places on record its deep appreciation for the excellent contributions made by Mrs. Kalyani Joshi during her tenure.

VIII. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act along with rules framed thereunder. The Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

The Independent Directors of your Company are exempt from the requirement to undertake online proficiency selfassessment test.

During the year under review, none of the Independent Director of the Company had resigned before the expiry of their respective tenure(s).

During the period under review, Mrs. Rajeshree Chougule appointed as Independent Director of the Company w.e.f.19^th September, 2024 and Mr. Anuj Bhargava retired from the directorship on board/membership of Committee (Independent Non-Executive) of the Company w.e.f. August 19, 2024.

AUDIT:

1) STATUTORY AUDIT:

M/s. Kanu Doshi Associates LLP, Company Secretaries resigned as Statutory Auditor of the Company on 21^st September, 2024, due to causal vacancy after resignation of Statutory Auditor in terms of Section 139 of the Companies Act, 2013, M/s. JM Associates, Chartered Accountants, Mumbai (ICAI Firm No. 011270N) had been appointed in Board Meeting with the approval members through postal ballot as the Statutory Auditors of the Company till the ensuing Annual General Meeting of the Company.

In line with the requirements of the Companies Act, 2013, with the recommendation of audit committee the board appointed M/s. JM Associates., Chartered Accountants (Firm Registration No. 011270N) as the Statutory Auditors of the Company to hold office from the conclusion of 38^th Annual General Meeting till the conclusion of 43^rd Annual General Meeting,

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

Your Board is of the opinion that continuation of M/s. JM Associates., Chartered Accountants as Statutory Auditors will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company for first consecutive term of 5 (five) years from the conclusion of 38^th Annual General Meeting till conclusion of 43^rd Annual General Meeting at remuneration to be decided by the Board and statutory auditor.

The Auditors Report to the Shareholders for the year under review has some contain below Qualification remark: Remark No.1:

The Company has provided interest amounting to Rs. 357.05 lakhs on NPA accounts for the year ended March 31, 2025. The total outstanding interest payable as of 31 March 2025 amounts to Rs.2,406.76 lakhs. In the absence of Bank statements in respect of these NPA accounts and confirmation from the bank regarding the rate of penal interest, we are unable to comment upon the booking of provision of such interest and closing account balances.

Comment of Board of Directors:

The management will review the interest and closing account balances once NPA accounts are settled by the Company. Remark No.2:

As of March 31, 2025, the Company has rent income receivable amounting to Rs.74.85 lakhs from its group company.

The said rent has not been received during the year. The company has been booking the rental income in compliance with the rental agreement. We are given to understand that the management is confident of receiving this outstanding from the company in the near future. Hence, no provision for the amount of rent receivable has been considered necessary by the management.

Comment of Board of Directors:

The management of the company is very confident about receiving rental income in the near future from its group companies. Hence, no provision requirement for rent receivable from group companies.

Remark No.3:

As of March 31, 2025, the Company has Advance tax refund receivable amounting to Rs.38.55 Lakhs pertaining to seven assessment years. As per Income tax records the same has been refunded to the company. In the absence of Bank statements in respect of NPA accounts, the Company is unable to record the amount of refunds actually received. Therefore, we are unable to comment upon the closing balances of advance taxes and loans appearing in the books of accounts.

Comment of Board of Directors:

Once OTS is complete, then books of accounts will be updated by the company.

Remark No.4:

Due to unavailability of funds, the Company is unable to pay gratuity (statutory liability) amounting to Rs. 67.60 lakhs which is outstanding on March 31, 2025 to the employees resigned during the year.

Comment of Board of Directors:

The management of the company is unable to pay the gratuity amount due to all bank accounts being blocked on account of NPA. The management, once OTS settled with available funds, definitely cleared the gratuity of the employees.

2) INTERNAL AUDIT:

The Board of Directors based on the recommendation of the Audit Committee has appointed Ms. Neelambari P Patil & Associates., Cost Accountants as the Internal Auditor of your Company for the financial year 2024-2025.

The Internal Auditors are submitting their reports on quarterly basis.

During the financial year, the Internal Auditor M/s. Neelambari P Patil, Cost Accountants resigned as internal Auditor of the Company w.e.f. 31^st December, 2024.

The Company appointed M/s. Anand Mohril & Co., Cost Accountant as Internal Auditor of the Company on 10^th May, 2025.

3) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and rules made there under, the Board has appointed M/s. SPRS & Co. LLP, Company Secretaries., to conduct Secretarial Audit of company for a period of 5 (Five) years from FY 202526 till FY 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2025. The report of the Secretarial Auditor is annexed to this report as (Annexure-A).

The said Secretarial Audit Report mention following observation:

Remark No.1:

The Company has availed loan from the Director of the Company during FY 2021-22, FY 2022-23, FY 2023-24 & FY 2024-25, which is subject to compliance of provision of the Companies Act, 2013.

Comment of Board of Directors:

The delay in filing of the e-form at the Registrar of Companies was due to oversight from the Company. In which the board will take necessary action.

Remark No.2:

The Company has availed loan/ expenses paid by the Priya International Limited during FY 2023-24 & FY 2024-25, which is subject to compliance of provision of the Companies Act, 2013.

Comment of Board of Directors:

Due to the blockage of bank accounts of the company, the necessary payments, which are compulsory to pay, are paid through Priya International Limited.

The management of both companies is common so it has significant influence in our company.

Remark No.3:

The website of the Company is non-functional.

Comment of Board of Directors:

The management will take action on this on an immediate basis, and the website will be kept functioning and updated.

Remark No.4:

The events occurred during the period under the review are captured by the Company in the Structured Digit Database software after the occurrence of the event.

Comment of Board of Directors:

The company updated all the databases in the software as required and ensures that it will be kept up-to-date in the near future.

Remark No.5:

Mr. Rakesh Kumar Jain has resigned as Chief Financial Officer of the Company with effect from 30^th November, 2022. The vacancy caused due to resignation is required to be filled by the Company within six months from the resignation but vacancy is still not filled by the Company as of report date.

Comment of Board of Directors:

The Company is in the process of appointing a new Chief Financial Officer of the Company in due course of time. Remark No.6:

Ms. Kalyani Gaurish Natekar resigned from the position of Company Secretary and Compliance Officer of the Company with effect from May 31, 2024. As per applicable regulations, the resulting vacancy was required to be filled within three months from the date of resignation. However, as per the intimation uploaded on the BSE portal, Ms. Ayushi Barsainya was appointed as the Company Secretary and Compliance Officer of the Company with effect from December 12, 2024. Subsequently, as per further intimation on the BSE portal, Ms. Ayushi Barsainya submitted a letter dated December 17, 2024, withdrawing her consent to act as the Company Secretary and Compliance Officer. Thereafter, the Company appointed Mr. Hussain Bohra as the Company Secretary and Compliance Officer with effect from December 18, 2024. The Company has not filed any Forms in relation to the appointment and resignation of Ms. Ayushi Barsainya as per the Companies Act, 2013.

Further, as per the intimation uploaded on the BSE portal, on basis of recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 12^th December, 2024 appointed Ms. Ayushi Barsainya (Membership No. A70426) as Company Secretary and Compliance Officer of the Company w.e.f. 12^th December, 2024. As per companys record, there was no meeting was held of Nomination and Remuneration Committee and the Board of Directors w.r.t aforesaid agenda.

Comment of Board of Directors:

After the resignation of Mrs. Kalyani Joshi from the post of company secretary w.e.f. 31^st May, 2024. After that, the company deliberately searched for a candidate.

On December 12, 2024, the company took a board meeting for the appointment of Ms. Ayushi Barsainya, and the outcome of the same was given to the exchange where the company is listed, but due to some personal reasons, she withdrew her consent to act as a company secretary, and accordingly, the company accepted her withdrawal letter and minutes of the same board meeting, and the Nomination and Remuneration Committee did not circulate board members of the company. ROC Forms DIR 12 and MGT 14 are not filed for the same.

After that, in the board meeting of the company dated December 18, 2024, the company appointed Mr. Hussain Bohra as company secretary and compliance officer of the company, and the outcome of the same board meeting was given to the exchange where the company is listed, and within the stipulated timelines, ROC Forms DIR 12 & MGT 14 were submitted to the Registrar of Companies.

Remark No.7:

The Company has made delay in the payment of listing fees of BSE Limited.

Comment of Board of Directors:

The Company paid listing fees to the Bombay Stock Exchange for the financial year 2023-24. So, as of date, no amount is pending for the financial year 2024-25.

Remark No.8:

M/s. Kanu Doshi Associates LLP, Chartered Accountants (Firm Registration No. 104746W/W100096), resigned as the Statutory Auditors of the Company vide their letter dated September 21, 2024. The Company intimated the BSE of the resignation on September 25, 2024, which was after the prescribed time period stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

Comment of Board of Directors:

The company received a resignation letter from the statutory auditor on 25^th September, 2024, which was signed on September 21, 2024, by the auditor. The company, without delaying time, intimated to the exchange about the resignation of the statutory auditor of the company.

Remark No.9:

Ms. Rajeshree Maruti Chougule (DIN: 10647042) served as the Company Secretary and Compliance Officer of the

Company from April 2, 2019, to February 14, 2022. Subsequently, she was appointed as an Independent Director of the Company with effect from September 19, 2024, which is in contravention of the provisions of Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Comment of Board of Directors:

This provision is an oversight from the management of the company, the appointment of an independent director was necessary after the retirement of Mr. Anuj Bhargava, Independent Director the company. After the resignation of Mrs. Rajeshree Chougule as company secretary, a Cooling period of 3 years was not completed before the appointment of the Independent Director of the company.

Remark No.10:

The Chairman of the audit committee and Stakeholders Relationship Committee was absent in Annual General Meeting held on September 28, 2024.

Comment of Board of Directors:

In the last financial year, 2023-24, the company conducted a physical Annual General Meeting in which Mrs. Hema Thakur, Chairman of the Audit Committee and Stakeholders Relationship Committee, was unable to attend the meeting due to medical reasons.

Remark No.11:

The outcomes of certain Board of Directors meetings were uploaded on the BSE portal beyond the prescribed timeline as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company received an email from BSE seeking clarification on the matter; however, no response has been provided by the Company to date.

Comment of Board of Directors:

In the board meeting, submission of the outcome of the board meeting is delayed due to unavoidable circumstances. Remark No.12:

As per the BSE portal under the Notices tab specific to the Company, multiple notices have been uploaded against the Company. However, no responses or replies from the Company to these notices are submitted.

Comment of Board of Directors:

The company is replying to the notices received on emails from Exchange, but the notices showing on the notice tab of the BSE portal are sometimes overlooked by the company. So, some notice replies were not submitted to the BSE from the company.

Remark No.13:

The tenure of Mr. Aditya Bhuwania as a Whole Time Director of the Company expired on May 31, 2024. He has been re-appointed as Whole Time Director with effect from July 31, 2024 for a further period of three years. It is noted that during the intervening period, when there was no Whole-Time Director in office, several documents were signed by Mr. Aditya Bhuwania in the capacity of Whole-Time Director.

Comment of Board of Directors:

The term of the whole-time director expired on 31^st May, 2024. After the expiration of the term of whole-time director, reappointment was not done by the Company. On 31^st July, 2024, the company reappoints Mr. Aditya Bhuwania as Whole-time Director of the Company.

Remark No.14:

There were no whole time Director during this gap however many documents are signed by Mr. Aditya Bhuwania as a Whole Time Director during this period.

Comment of Board of Directors:

Yes Aditya Bhuwania sign many documents as whole-time director of the company.

Remark No.15:

Addendum to the Notice of 37^th Annual General Meeting held on 24^th September, 2024 has not been uploaded on BSE portal.

Comment of Board of Directors:

All other documents submitted at the exchange regarding that addendum of the 37^th Annual General meeting of the Company.

Remark No.16:

Based on outcome uploaded for the Board Meeting held on September 19, 2024, the registered office of the Company has been changed within the local limits of the city. Subsequently, several disclosures uploaded on the BSE portal reflect the updated registered office address.

However, the agenda pertaining to this change is not recorded in the minutes of the Board Meeting held on September 19, 2024. Furthermore, Form INC-22 has not been filed with the MCA portal with respect to the same.

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Comment of Board of Directors:

The property owner did not provide NOC to the company on 19 September, 2024. Hence, the Company did not record the change of address in the minutes of the board meeting and ROC Forms like INC 22 were also not filed at ROC, Mumbai.

Remark No.17:

As per the outcome uploaded for the Board Meeting held on February 14, 2025, the registered office of the Company has been changed within the local limits of the city. Subsequently, Form INC-22 has been filed with the MCA portal with respect to the same.

Comment of Board of Directors:

After receipt of NOC from the property owner, the company intimated to the exchange For the change of registered address of the company and INC 22 filed at ROC, Mumbai.

Remark No.18:

The outcome of the Board Meeting and Disclosure for Financials result uploaded on May 30, 2024 are unsigned. Comment of Board of Directors:

The company did not upload signed financial results at BSE for the board meeting dated 30 May, 2024, which was done mistakenly by the company, and there was no other initiation to upload an unsigned copy of financials.

Remark No.19:

The intimations of Closure of Trading Window as per SEBI (Prohibition of Insider Trading) Regulations, 2015 were uploaded on the starting date of closing of Trading Window.

Comment of Board of Directors:

Sometimes the company intimations of trading window closure are given on the starting date due to some delay in giving intimations to the exchange.

Remark No.20:

M/s. Neelambari P Patil & Associates, Cost Accountant has resigned as an Internal Auditor of the Company with effect from December 31, 2024 and the vacancy is still not filled by the Company during the Audit Period.

Comment of Board of Directors:

The Internal Auditor of the company Ms. Neelambari P Patil, resigned on 31^st December, 2024 and a new internal auditor, M/s. Anand Mohril & Co., Cost Accountant, was appointed on 10^th May, 2025.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

As per provisions of sub section (1) of Section 148 of the Companies Act 2013, the Company is not required to maintain cost records.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

There is being no change in the nature of business of the company during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of the Annual Report. (Annexure-B)

EXTRACT OF ANNUAL RETURN:

The Annual Return for financial year 2024-25 as per provision of the Act and Rules thereto, is available on the Companys website at https://www.privagroup.biz/

CORPORATE GOVERNANCE

Since, the paid- up capital of the Company is less than 10 Crores and Net worth is less than 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company.

shall comply with the requirements within six months from the date on which the provisions become applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, your Company has not met criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

BOARD EVALUATION AND COMMITTEE EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one- on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/Committee processes.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non- Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid meeting. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

MATERIAL CHANGES & COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of the report.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

The Company does not have any subsidiary/ joint venture/ Associate Companies.

LISTING OF SHARES

The Companys equity shares continue to be listed on BSE Limited (BSE). The Company had applied for de-listing of equity shares from The Calcutta Stock Exchange Ltd. (CSE) and the said de-listing permission is in process and the Company is constantly following up with the Exchange for completion of the process.

INDEPENDENT DIRECTORS MEETING:

Pursuant to the provisions of Schedule IV to the Act, a separate meeting of the Independent Directors of the Company was convened on February 14, 2025, with the presence of Non-Independent Directors and Members of Management, to consider, inter alia, the following:

(a) review the performance of Non-Independent Directors and the Board as a whole;

(b) review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present in the Meeting and the Meeting was chaired by Mrs. Hema Thakur. COMPOSITION OF THE COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013, rules framed there under and SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015. The Committees of the Board comprises of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The details about Composition of Committees and their Meetings are given below:

AUDIT COMMITTEE

The Company has constituted Audit Committee as per requirement of Section 177 of the Companies Act 2013 andRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. During the year (5) Five Audit Committee Meetings was held i.e. 30^th May, 2024, 14^th August, 2024, 14^th November, 2024, 9^th January, 2025 and 14^th February, 2025.

Composition and Attendance of Members at the meetings of the Audit Committee held during the financial year 2024-25 are mentioned below:

Name	Designation	Category	No. of Meetings
			Held	Attended
Mrs. Hema Thakur	Chairman	Independent / Non-Executive Director	5	5
Mr. Anuj Bhargava (Retired from the membership of the Committee w.e.f. 19th August, 2024)	Member	Independent / Non-Executive Director	5	2
Mr. Arunkumar Bhuwania	Member	Non Executive Director	5	2
Mrs. Rajeshree Chougule (Appointed as member of the Committee w.e.f.19th September, 2024)	Member	Independent / Non-Executive Director	5	3

After Retirement of Mr. Anuj Bhargava on August 19, 2024, he ceased from membership of the Audit Committee. The Board re-constituted the Audit Committee in the Board meeting dated 19^th September, 2024 and appointed Mrs. Rajeshree Chougule as Member of the Committee.

All the members of Audit Committee are independent directors except Mr. Arunkumar Bhuwania., who is Non-Executive Chairman of the Company.

NOMINATION AND REMUNERATION COMMITTEE

i) The Company has constituted Nomination & Remuneration Committee as per requirement of Section 178(1) of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The terms of reference of Nomination & Remuneration Committee are broadly in accordance with the provisions of Companies Act, 2013. During the year (4) Four Nomination and Remuneration Committee Meetings was held i.e. 30^th July, 2024, 19^th September, 2024, 18^th December, 2024 and 14^th February, 2025.

Composition and Attendance of Members at the meetings of the Nomination & Remuneration Committee held during the financial year 2024-25 are mentioned below:

Name	Designation	Category	No. of Meetings
			Held	Attended
Mrs Hema Thakur	Chairman	Independent / Non- Executive Director	4	2
Mr. Anuj Bhargava (Retired from the membership of the Committee w.e.f. 19th August, 2024)	Member	Independent / Non- Executive Director	4	1
Mr. Arunkumar Bhuwania	Member	Non Executive Director	4	4
Mrs. Rajeshree Chougule (Appointed as member of the Committee w.e.f. 19th September, 2024)	Member	Independent / Non- Executive Director	4	2

After Retirement of Mr. Anuj Bhargava on August 19, 2024 from the membership of Nomination and Remuneration Committee, The Board re-constituted the Nomination and Remuneration Committee in the Board meeting dated 19^th September, 2024 and appointed Mrs. Rajeshree Chougule as Member of the Committee.

ii) Remuneration Policy

The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent. The remuneration policy is in consonance with the existing practice in the Industry.

iii) Remuneration of Directors

A. Non Executive Directors Remuneration

The committee recommends and reviews the appointment and remuneration of Directors. It has adopted a policy which deals with the appointment and remuneration of directors and key managerial persons. The adopted policy decides about the manner of selection of executive directors, key managerial persons, and independent directors. The policy also decides about the criteria to be followed for recommending the remuneration of directors and key managerial persons.

Name of Director	Category	Sitting Fees * (Rs.)
Mr. Arunkumar Bhuwania	Promoter/Non-Executive Chairman	Nil
Name of Director	Category	Sitting Fees * (Rs.)
Mr. Aditya Bhuwania	Executive Director	Nil
Mr. Anuj Bhargava (Retired w.e.f. 19th August, 2024)	Independent/ Non Executive Director	50,000
Mrs. Hema Thakur	Independent/ Non-Executive Director	1,00,000
Mrs. Rajeshree Chougule (Appointed as on 19th September, 2024)	Independent/ Non-Executive Director	50,000
Total		2,00,000

* Includes fees for Audit Committee Meetings.

B. Executive Directors Remuneration

The Whole Time Director (designated as Executive Director) are being paid in accordance with and subject to the limits laid down in the Schedule V of the Companies Act, 2013. The remuneration to the Whole Time Directors are approved by the Board of Directors and subsequently ratified by the shareholders in their general meeting. Due to continuous losses in the business the Company has not paid any remuneration to the Whole-time Director of the Company:

Name of Director	Category	Remuneration (Rs.)
Mr. Aditya Bhuwania	Whole-time Director	Nil
TOTAL		Nil

1. The Company does not have policy of paying commission on profits to any of the Directors of the Company.

2. No such performance linked incentive are given to the Directors of the Company.

3. Presently, the Company does not have a scheme for grant of stock options either to the whole-time Directors or Employees of the Company.

4. There is no separate provision for payment of severance fees.

STAKEHOLDER RELATIONSHIP COMMITTEE.

As required under Section 178(5) of the Companies Act, 2013, the Board has in place Stakeholders Relationship Committee to specifically looks into the mechanism of redressal of grievances of shareholders. During the year (1) One Stakeholders Relationship Committee Meetings was held i.e. 14^th February, 2025.

Composition and Attendance of Members at the meetings of the Stakeholders Relationship Committee held during the financial year 2024-25 are mentioned below:

Name	Designation	Category	No. of Meeting
			Held	Attended
Mrs. Hema Thakur	Chairman	Independent / Non- Executive Director	1	1
Mr. Arunkumar Bhuwania	Member	Non Executive Chairman	1	1
Mr. Anuj Bhargava (Retired from the membership of the Committee w.e.f. 19th August, 2024	Member	Independent / Non- Executive Director	0	0
Mrs. Rajeshree Maruti Chougule (Appointed as Member of the Committee w.e.f.19th September, 2024)	Member	Independent / Non- Executive Director	1	1

After retirement of Mr. Anuj Bhargava from the membership of Stakeholders Relationship Committee w.e.f. 19^th August, 2024. The Board re-constituted the Stakeholders Relationship Committee on 19^th September, 2024 and appointed Mrs. Rajeshree Maruti Chougule as a member of the Stakeholders Relationship Committee

The company has a large number of shareholders and this committee meets to approve transfer of shares, splitting and consolidation of shares, issuance of duplicate shares and review/redress shareholder complaints.

During the financial year, Mr. Hussain Bohra (Appointment as on 18^th December, 2024), Company Secretary acts as compliance officer of the company.

During the year ended 31.03.2025, No complaints/queries were received the Shareholders.

GENERAL BODY MEETING

The 37^th Annual General Meeting (AGM) was held on 28^th September, 2024 and the proceedings of the above Meeting were properly recorded and signed in the Minutes Book maintained for the purpose.

POSTAL BALOT:

Pursuant to Section 110 and other applicable provisions, if any, of the Act read together with the Companies (Management and Administration) Rules, 2014 read with the Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, Circular Nos. 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, and the latest being 09/2024 dated September 19, 2024 issued by Ministry of Corporate Affairs, the Company conducted postal ballot by way of voting through electronic means (remote e-voting) to obtain approval of its Members via Special Business/Ordinary Resolution for the following matter.

To approve appointment of M/s. JM Associates, Chartered Accountants as statutory auditor of the Company to fill up a casual vacancy caused by the resignation of M/s. Kanu Doshi Associates LLP, Chartered Accountants.

The above resolution passed with Ordinary resolution on 9^th February, 2025.

EXTRACT OF ANNUAL RETURN:

The Annual Return for financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Companys website at https://www.privagroup.biz/

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

There is no Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

UNPAID /UNCLAIMED DIVIDEND

Pursuant to Section 124 of the Companies Act, 2013, unclaimed dividend for the financial year 2016-17 have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company have been uploaded on the Companys website.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the financial year, the total employee of the Company is below 10., due to this disclosure as per the sexual harassment of woman at workplace (prevention, prohibition an redressal) Act, 2013 will not applicable to the Company.

RELATED PARTY TRANSACTIONS

All material related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

Your Directors draw attention of the members to Note No.27 to the financial statement which sets out related party disclosures.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a "Whistle Blower Policy" which provides a mechanism to ensure adequate safeguards against victimization of Directors and Employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner. The Employees of the Company have the right/option to report their concerns/grievances to the Chairperson of the Audit Committee.

During the year under review, the Company had not received any complaint under Whistle Blower Policy and no complaint was pending as on March 31,2025.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: -

a) in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of the activities carried out by the Company, disclosure in terms of Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of Energy and Technology Absorption is not applicable to the Company.

There was no foreign exchange inflow or outflow during the year under review.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as required by Regulation 34(2) of the SEBI Listing Regulations, 2015, is applicable to the Top 1000 companies based on the market capitalisation of the company. Therefore, the requirement of preparing Business Responsibility Report is not applicable to the company.

IBC CODE"

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

ONE TIME SETTLEMENT:

The Company had received in October 2018 a notice under Section 13(2) of Securitization and Reconstruction of Financial assets and Enforcement of Security Interest Act, 2002 (the Act) from Indian Bank, Bank of Maharashtra and Union Bank of India, which had provided funds towards working capital requirements, informing that the Companys accounts have become NPA. In the previous years, the Company had also received a notice under Section 13(4) of the Act on failure to repay recalled amount for symbolic attachment of properties. The Company has stopped all its business activities due to blockage of bank accounts and as at period ended 31^st March 2025; total liabilities exceeds total assets by Rs. 5,198.17 Lakhs. During the FY 2020-21, the Company has also closed down all its branches except Mumbai branch, has written off/ sold fixed assets located at such branches and has also laid off maximum employees across all branches since the business operations are nil. Indian Bank, Bank of Maharashtra and Union Bank have declared the company, promoters, directors and corporate guarantors as willful defaulters, the management of the company has represented against the same. During the current period, the Bank has auctioned the properties situated at Mumbai, Kolkata and Chennai. The Company has voluntarily handover the possession of one of the properties situated at Mumbai to the Bank. The company has again approached a consortium of three banks for one-time settlement letter dated November 26, 2024, discussion are in process. The company has deposited 1.75 crore in "No Lien Account" with Indian bank out of proposed Rs.22.81 crore as one-time settlement.

APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Directors also take this opportunity to thank all Investors, Customers, Bankers, Regulatory bodies, Stakeholders including financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

		For and on behalf of the Board
		For Priya Limited
	Aditya Bhuwania	Hema Thakur
Place: Mumbai	Whole-time Director	Director
Date: 29th May, 2025	DIN:00018911	DIN: 01363454