Priya Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF

PRIYA LIMITED

Report on Financial Statements Adverse

Opinion

We have audited the accompanying financial statements of PRIYA LIMITED [CIN: L99999NH1986PLC040713] ("the Company"), which comprises of the balance sheet as at March 31, 2026, the Statement of Profit and Loss (including other Comprehensive Loss), Statement of changes in Equity and Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements").

Based on our assessment and the information available to us, as well as the explanations provided, we acknowledge the significance of the matter outlined in the basis for Adverse Opinion section of our report. Considering this, along with the details emphasized in the Emphasis of Matters paragraph, we conclude that the Ind AS Financial Statements meet the requirements of the Companies Act, 2013 ("Act"). They present a true and fair view in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, as amended, and other generally accepted accounting principles in India. These statements accurately reflect the Companys financial position as of March 31, 2026, including its loss, total comprehensive income, and changes in equity for the financial year ending on that date.

Basis for Adverse Opinion

1. We draw your attention to note no. 33 of Financial Statements regarding the Companys account being declared as Non-Performing Asset (NPA) and received a notice under Section 13(4) of Securitization and Reconstruction of Financial assets and Enforcement of Security Interest Act, 2002 (the Act) for symbolic attachment of properties. The company has incurred an overall operational loss; however, due to the recognition of notional profit, the company has reported an overall profit in the current quarter. The Company has accumulated losses which exceed its net worth at the balance sheet date resulting in negative net worth and due to blockage of bank accounts, revenue from operation during the current year is nil. During the FY 2020- 21, the Company has also closed all its branches except Mumbai branch, had 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. Further, the Company has also received summons from Debts Recovery Tribunal (DRT) Mumbai applied by all the three lender banks.

2. As informed by the Management, properties situated in Mumbai, Kolkata, and Chennai were auctioned by the Bank following non-payment of dues, despite issuance of demand notices. The possession of these properties had been voluntarily handed over to the Bank. However, as of 31^st March 2026, information regarding the auction proceeds through banks remains unavailable. Accordingly, the accounting adjustment between the outstanding borrowings and the value of assets sold were accounted in current year. However, properties belonging to Brent Properties Investment Pvt. Ltd. and Cheshire Properties Investment Pvt. Ltd., which were invoked under corporate guarantees, auctioned by Indian Bank for Rs.4.56 crore each. These transactions were identified through the respective Form 26AS statement of F.Y. 2024-25. Furthermore, in the year, Companys properties invoked under collateral securities, were auctioned by Indian Bank for Rs. 9.03 crore, which company became aware of the transactions through the respective Form 26AS statements. In the financial statements for the year ended 31st March 2026, as it arises from non-recurring transactions relating to the disposal of property assets by bank.

3. For the year ended 31st March 2026, the company incurred a loss of 90.25 lakhs for the quarter and profit of 434.50 for the year ended 31^st March 2026. The company reported an overall profit primarily due to the recognition of Exceptional Items amounting to a notional gain of Rs. 803.39 lakhs. This gain represents the notional profit arising from the auction of office premises conducted by the bank. Although the company incurred an operational loss during the year, the inclusion of this notional profit under Exceptional Items has resulted in the presentation of an overall profit in the financial statements. The Company has not made any provision for tax on account of the auction of the property by the bank as part of the collateral security. The management has relied on Income Tax judgments wherein it was held that capital gains tax is not applicable in cases where the capital asset is appropriated towards the security/ guarantee provided, and the consideration is not received by the property owner. Consequently, the precise impact on the companys profitability and net worth cannot be reliably assessed at this stage.

4. Bank of Maharashtra, Indian Bank and Union Bank of India have declared the company, promoters, directors and corporate guarantors as wilful defaulters, the management of the company has represented against the same.

5. During the previous financial year, the Company has deposited Rs.175 lacs in "non-lien account" with Indian Bank as a onetime settlement out of proposed amount of Rs. 22.81 crores including realization from auction of the above- mentioned properties.

6. Considering such factors and based on the evidence obtained during the audit, we have reassessed the Companys assessment of going concern. The audit evidence supports managements use of the going concern basis of accounting in the financial statements, and therefore, we find it appropriate. The financial statements reflect a reasonable and fair assessment in line with the available documentation.

7. The Company had made aggregate provision of Rs. 3,953.81 lakhs for doubtful debtors (expected credit loss) as of March 31,2026 relating to export sales. The Management has not approached RBI & FEMA for approval of writing off the said amount from books of accounts. In the absence of any information regarding penal consequences, we are unable to comment on the impact of the same on the profit or loss / net worth of the Company.

8. During FY 22-23, there was a casual vacancy for Chief Financial Officer w.e.f. 1st December 2022. The Company is in process of appointing new Chief Financial Officer but couldnt appoint the same within the prescribed time limits of six months from the date of resignation and we are unable to comment on the impact of the penal consequences on the profit or loss / net worth of the Company.

9. We draw attention to the financial statements, which disclose that VXL Instruments Limited (CIRP commencement date: 26.11.2024) and VXL Software Solutions Pvt. Ltd. (CIRP commencement date: 26.02.2025), both related parties, have initiated the Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016. This development may potentially affect the Companys financial position and its future transactions with these entities.

10. The Company has recognized and provided notional interest aggregating to 357.05 lakhs during the year ended March 31,2026, on accounts classified as Non-Performing Assets (NPA). The cumulative outstanding interest payable on such accounts amounts to 2,763.82 lakhs as of 31^st March 2026.

However, the Company has not provided relevant bank statements pertaining to these NPA accounts, nor has it obtained confirmations from the respective banks regarding the applicable rate of interest, including penal interest, and the computation thereof.

In the absence of sufficient and appropriate audit evidence, we are unable to determine the accuracy and completeness of the interest provision recognized during the year as well as the correctness of the outstanding interest liability as of March 31, 2026.

Given the materiality and pervasive nature of the matter described above, the financial statements may be materially misstated in respect of finance costs and borrowings.

Emphasis of Matter para

a) We draw attention to Note No.10 mentioned above to the basis of opinion, wherein the Company has recognized interest expense amounting to 357.05 lakhs during the year ended March 31, 2026, on borrowings classified as NonPerforming Assets (NPA). The total outstanding interest payable on such borrowings amounts to 2,763.82 lakhs as of March 31, 2026.

The Company has accounted for such interest based on its internal estimates, in the absence of bank statements and balance confirmations from the respective lenders, including details relating to the applicable rate of interest and penal charges.

b) As of March 31, 2026, the Company has Advance tax refund receivable amounting to Rs. 47.58 Lakhs pertaining to ten 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 received. Therefore, we are unable to comment upon the closing balances of advance taxes and loans appearing in the books of accounts.

c) Due to unavailability of funds, the Company is unable to pay gratuity (statutory liability) amounting to Rs.66.25 Lakhs to the employees which is outstanding as of 31^st March 2026.

The Board of Directors is responsible for overseeing the Companys financial reporting process.

Our opinion is not modified in respect of these matters

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 current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to be communicated in our report.

Other Information

The Companys Management and the Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report but does not include the Financial Statements and our auditors report thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any form 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 Financial Statements or our knowledge obtained in the 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 on in this regard.

Responsibilities of Management and those Charged with Governance for the Financial Statements

The Companys board of directors are responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the

Act for safeguarding of 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and the Board of Directors 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 concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not guaranteed that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users based on these standalone 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 standalone 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 accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting 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 material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter. or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. Further to our comments in Annexure A, as required by section 143 (3) of the Act, we report that:

a. We have sought and except for the matters described in the Basis for Adverse Opinion section, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Financial Statements.

b. Except for the matters described in Basis for Adverse Opinion section in our opinion, proper books of account as required by law relating to preparation of the aforesaid Financial Statements have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Financial Statements.

d. Except for the matters described in Basis for Adverse Opinion section in our opinion and read together with matter described in the Emphasis of Matters paragraph, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014.

e. On the basis of the written representations received from the directors as on March 31,2026 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 Report in "Annexure B".

g. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h. 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. There were no pending litigations which would impact the financial position of the Company.

ii. The Company did not have any material foreseeable losses on long-term contracts including derivatives contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

iv. a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

b. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (Ultimate Beneficiaries") by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d) (i) and (d) (ii) contain any material misstatement.

3. The Company has not declared dividend during the year.

4. 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 software. Further, we did not come across any instance of the audit trail feature being tampered with. However, the feature of recording audit trail (edit log) facility was not enabled at the database level to log in any direct data changes for accounting software used for maintaining books of accounts relating to payroll.

	For JM & Associates.
	Chartered Accountants
	FRN: 011270N
	CA Lalit Dave
	Partner
Place: Mumbai	M. No. 158110
Date: 28-05-2026	UDIN: 26158110NKAABS4783

"ANNEXURE A" TO THE AUDITORS REPORT TO THE MEMBERS OF PRIYA LIMITED FOR THE YEAR ENDED MARCH 31, 2026.

Referred to in paragraph 2 of Report on other Legal and Regulatory Requirements in our Report of even date on the accounts of PRIYA LIMITED for the year ended March 31, 2026

With reference to the Annexure referred in our report of even date to the members of PRIYA LIMITED for the year ended March 31, 2026, we report that in our opinion and to the best of our information and explanations furnished to us and the books and records examined by us in the normal course of Audit:

(i) a. The company has maintained proper records showing full particulars, including quantitative details and the situation of Property Plant & Equipment.

b. The company has no Intangible Assets as on March 31, 2026; hence this clause is not applicable.

c. As explained to us, Property Plant & Equipment has been physically verified by the management at regular intervals as informed to us no material discrepancies were noticed on such verification.

d. As per the information and explanation given by the management, the title deeds of immovable properties are held in the name of the company.

e. The Company has not revalued its Property, Plant and Equipment during the year ended March 31,2026. According to information and explanations given to us.

f. There are no proceedings initiated or are pending against the Company for Holding any Benami Property Transaction Act ,1988 and rules made thereunder.

(ii) a. During the year, there were no inventories maintained by the company. Accordingly, clause 3(ii)(a) of the Order is not applicable.

b. According to information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been declared as Non Performing Asset in earlier years and thus has not made any quarterly submissions to the bank in the current year.

(iii) The Company has not provided loans or advances in the nature of loans or stood guarantee or provided security to any other entity during the year. Hence sub clause (a) to(f) of clause 3(iii) is not applicable to the Company.

(iv) The Company has complied with provisions of Section 186 of the Companies Act, 2013 in respect of investments made and Section 185 of the Companies Act, 2013 is not applicable as there were no such loans, securities or guarantees provided during the year.

(v) As per the information and explanation given by the management, the Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

(vi) As per the information and explanation given by the management, the Central Government has not prescribed maintenance of Cost Records under the Sub-Section (1) of Section 148 of the Companies Act, 2013.

(vii) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Customs Duty, Cess, Goods & Service Tax and any other material statutory dues applicable to it and there were no arrears as of March 31,2026, for a period of more than six months from the date they became payable except for payment of Tax Deducted at Source amounting to Rs.8.20 lacs which is outstanding for more than 6 months.

There are no disputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, GST, Custom Duty, Value Added Tax, Cess and any other material statutory dues in arrears, as of March 31, 2026.

(viii) The Company has not surrendered or disclosed transactions previously unrecorded in the books of account, in the tax assessments under Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the order is not applicable to the company.

(ix) a. In our opinion and according to the information and explanations given to us, except for the loans, borrowings, and dues mentioned below, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government. Further, the Company does not have any debentures issued /outstanding at any time during the year.

Particulars	Amount of Default (As of March 31, 2026)		Total	Period of Default
	Principal	Interest
Term Loan
Bank of Maharashtra (C/A)	328.81	329.63	658.44	1 to 2830
Indian Bank (C/A)	219.49	275.65	495.14	1 to 2799
Indian Bank (ADOVEXBIR A/C)	751.69	906.78	1658.47	1 to 2832
Union Bank of India (L/C A/C)	254.10	353.67	607.77	1 to 2854
Union Bank of India (ADOVEXBIR A/C)	726.84	898.09	1624.93	1 to 2848

b. The company has been declared as willful defaulter by any bank and Financial Institution or government or any government authority in the current financial year.

c. According to the information and explanations given to us by the management, the Company has not obtained any term loans during the year. Accordingly, clause3 (ix) (c)of the Order is not applicable.

d. No funds raised for short-term purposes have been used for long-term purposes. Accordingly, clause 3(ix)(d) of the Order is not applicable.

e. According to the information and explanation given to us, the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

f. According to the information and explanation given to us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

(x) a. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause (x)(a) of the Order is not applicable.

b. According to the information and explanation given to us, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.

(xi) a. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

b. During the year, no report under sub-section (12) of section 143 of the Companies Act 2013 has been filed by Secretarial auditor or by us in the Form ADT-4 as prescribed under Rule 13 of Companies (Audit & Auditors) Rules 2014 with the Central Government.

c. There is no whistle blower Complain against the Company during the year.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the requirement to report on clause 3 (xii) of the Order in respect of Nidhi Company is not applicable to the Company.

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

(xiv) a. Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

b. We have considered the internal audit reports of the Company issued till date for the period under audit.

(xv) According to the information and explanations given to us, we are of the opinion that the company has not entered into any non-cash transactions with directors or people connected with them and accordingly, the provisions of clause 3(xv) of the Order are not applicable.

(xvi) According to the information and explanations given to us, we are of the opinion that the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and the company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, accordingly, the provisions of clause 3(xvi) of the Order are not applicable.

(xvii) The Company has incurred cash losses in the current year as well as in the immediately preceding financial year amounting to Rs.368.88 lakhs and Rs.385.92 lakhs respectively.

(xviii) During the financial year 2024-2025, M/s. Kanu Doshi Associates LLP (Firm Registration No. 104746W/W100096) tendered their resignation from the position of statutory auditors of the Company vide their letter dated September 21, 2024. In view of the same, the provisions of Clause 3(xviii) of the Companies (Auditors Report) Order, 2020 are applicable to the Company. Based on our examination of the relevant information provided by the outgoing auditors and as per the representations received, we have not observed any issues, objections, or concerns raised by the outgoing auditors before their resignation.

(xix) According to the information and explanations given to us and on the basis of the 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 based on our examination of the evidence supporting the assumptions and based on the matters described in "Basis of Adverse Opinion" paragraph of this report, we are unable to comment on the capability of the Company for meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

(xx) The provisions of Section 135 towards corporate social responsibility are not applicable to the company. Accordingly, the provisions of clause 3(xx) of the Order are not applicable.

(xxi) The report under clause (xxi) is not applicable in respect of the audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of the said clause under this report.

The clauses of the order which are not commented on hereunder are not applicable to the company or are not relevant to the context of the company.

	For JM & Associates.
	Chartered Accountants
	FRN: 011270N
	CA Lalit Dave
	Partner
Place: Mumbai	M. No. 158110
Date: 28-05-2026	UDIN: 26158110NKAABS4783

"ANNEXURE B" TO THE AUDITORS REPORT TO THE MEMBERS OF PRIYA LIMITED FOR THE YEAR ENDED MARCH 31, 2026.

(Referred to in point no. 2(f) of our report on Other Legal and Regulatory Requirements of even date)

Report on the Internal Financial Controls Over Financial Reporting 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 PRIYA LIMITED ("the Company") as of March 31, 2026, in conjunction with our audit of the 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 essentials components of internal control stated in the Guidance Note on Audit of Internal Financial Control over Financial Reporting issued by the Institute of Chartered Accountants of India". 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 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 financials 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") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 reporting 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 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 reporting 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 reporting includes those policies and procedures that

i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

ii. provide reasonable assurance that transactions are recorded as necessary to permit the 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

iii. 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 Limitation of Internal Financial 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 may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, 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.

	For JM & Associates.
	Chartered Accountants
	FRN: 011270N
	CA Lalit Dave
	Partner
Place: Mumbai	M. No. 158110
Date: 28-05-2026	UDIN: 26158110NKAABS4783