Priya Ltd Management Discussions

The information contained in this Management Discussion and Analysis Report is in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and forms part of the Directors Report of the Company for the financial year ended 31^st March, 2026.

The electronics industry continues to evolve rapidly, driven by technological advancements, increasing consumer demand and changing consumption patterns across global markets. Growth in developing economies has contributed to increasing demand for electronic products and related solutions. Further, growing competition and technological developments have resulted in greater efficiencies in manufacturing and supply chains.

However, the overall business environment remains challenging due to changing market conditions, intense competition, financing constraints and uncertainties in the global and domestic economy.

During the financial year under review, the Company did not have any operational business activities. The Company continues to face financial constraints, including its bank accounts being classified as Non-Performing Assets ("NPA") and its net worth becoming negative.

In view of the non-operational status of the Company and the outstanding dues payable to banks and financial institutions, the Company does not foresee any significant business opportunities in the immediate future. The Companys primary focus remains on resolving its outstanding financial obligations and pursuing appropriate settlement arrangements with its lenders.

The continued non-operation of the business, classification of the Companys bank accounts as NPA and the actions taken by the lenders in relation to the Companys assets have adversely affected the Companys ability to recommence normal business operations.

The outstanding liabilities towards banks and financial institutions, proceedings initiated by lenders and the disposal/realisation of the Companys assets may further constrain the Companys ability to revive its operations and may pose significant challenges to the future conduct of business.

In accordance with the applicable accounting requirements, the business activities of the Company fall within a single business segment. Accordingly, separate segment-wise reporting is not applicable to the Company.

The Companys operations continued to remain adversely affected during the financial year under review. In view of the present financial position, non-operation of the business and outstanding obligations towards banks and financial institutions, the Company does not presently foresee any immediate revival of its business operations.

The Company is exploring appropriate measures for resolution of its financial obligations, including the proposed One Time Settlement ("OTS") with its lenders. The future outlook of the Company would depend substantially upon the successful resolution of its outstanding liabilities and the resulting ability to revive its business operations.

During the period under review, the Company lost several of its key customers, which adversely affected its business and financial performance. The hardware business is highly customer-specific and rebuilding customer relationships and regaining lost business may require considerable time and resources.

Given the prolonged period of non-operation, the Company is presently uncertain about the feasibility and timing of revival of its hardware business.

The Company is currently in the process of pursuing a One Time Settlement ("OTS") proposal with its banks/lenders for settlement of its outstanding dues. The outcome of such settlement discussions and related proceedings may have a material impact on the future operations and financial position of the Company.

The industry environment remains extremely challenging for the Company. The classification of the Companys bank accounts as NPA, coupled with notices/proceedings received from the Debt Recovery Tribunal ("DRT"), has materially affected the Companys ability to undertake normal business operations.

In view of the prevailing circumstances, revival and sustenance of the Companys business remain challenging and would depend upon the resolution of its financial and legal obligations.

During the financial year under review, the Company did not generate any revenue from operations, as was also the case during the previous financial year.

The Company reported a profit of Rs. 434.50 lakhs during the current financial year as compared to a loss of Rs. 391.71 lakhs during the previous financial year.

The Earnings Per Share ("EPS") of the Company was positive during the current financial year as compared to negative EPS during the previous financial year.

The overall profit reported by the Company during the year was primarily attributable to the recognition of an Exceptional Item amounting to Rs. 803.39 lakhs, representing a notional gain arising in connection with the auction of the Companys office premises conducted by the bank.

It may be noted that the Company continued to incur operational losses during the year. The recognition of the aforesaid notional gain under Exceptional Items resulted in the presentation of an overall profit in the financial statements. Accordingly, the reported profit does not represent an improvement in the underlying operational performance of the Company.

Considering the size, nature and present level of operations of the Company, the Company has appropriate internal control systems and procedures covering its financial and operational functions.

The Company considers an effective internal control framework to be an important component of sound corporate governance. The Audit Committee oversees the financial reporting and internal control framework and reviews matters relating to internal controls, wherever applicable, and recommends corrective measures as considered necessary.

Industrial relations remained harmonious and cordial during the financial year under review.

The Company recognises the importance of its human resources and values the contribution of its employees. The Company continues to believe that its human resources constitute an important asset for the organisation.

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may constitute forward-looking statements within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed or implied in such forward-looking statements. Important factors that could cause actual results to differ materially include changes in economic and business conditions, developments affecting the domestic and international markets, changes in Government policies and regulations, tax laws, legal and regulatory requirements, financial conditions, availability of resources, proceedings initiated by lenders and other incidental factors beyond the control of the Company.

The Company assumes no responsibility for the accuracy or completeness of such forward-looking statements and readers are cautioned not to place undue reliance on such statements.