Priya Ltd Directors Report

DIRECTORS REPORT

TO THE MEMBERS OF PRIYA LIMITED

The Directors present their 39^th Annual Report along with the Audited Financial Statement of Accounts for the Financial Year 2025-26.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year 2025-26 in comparison to the previous financial year 2024-25 are summarized as below:

		(Rs. in Lakhs)
Particulars	Year Ended 31/03/2026	Year Ended 31/03/2025
Revenue from operation	0.00	0.00
Other Income	0.10	2.10
	0.10	2.10
Profit/ (Loss) before Tax	434.50	(391.71)
Less:
1) Current Tax
For current year	0.00	0.00
For earlier years	0.00	0.00
2) Deferred tax	0.00	0.00
Profit/(Loss) After Tax	434.50	(391.71)
Other Comprehensive Income	(0.10)	(0.96)
Total Comprehensive Income	434.40	(392.67)

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 2025-26, 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, 2026.

SHARE CAPITAL

The paid up equity capital as on 31^st March, 2026 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, 2026.

OPERATIONS

No revenues in the current and previous financial year under review. The Company has earned profit of Rs.434.40 Lakhs in 2025-26 and previous years Net Loss of Rs.392.67 Lakhs.

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.

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 2026 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 30th September, 2025	No. of Board Meetings held during the year 2025-26		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	5	1	1	0	2
Aditya Bhuwania	Whole-time/ Executive Director	Yes	5	5	1	0	0
Hema Thakur	Independent / Non- Executive Director	Yes	5	5	2	4	5
Rajeshree Chougule	Independent / Non- Executive Director	Yes	5	5	2	0	4
Sushil Kaluram Sakpal	Independent / Non- Executive Director	Yes	3	0	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.

Five (5) Board Meetings were held during the year 2025-26 on 10.05.2025, 29.05.2025, 13.08.2025, 10.10.2025, and 06.02.2026. 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. Aditya Bhuwania (DIN: 00018911) NonExecutive & 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 August 13, 2025, the Board of Directors, based on the recommendation of Nomination & Remuneration Committee, approved the Appointment of Mr. Sushil Sakpal as Additional Independent Non-Executive Director of the Company and after that with the members approval in 38^th Annual General Meeting of the Company, the designation changed from Additional Independent Director to Independent Director of the Company.

VI. CESSATION

Mrs. Hema Thakur - Non-Executive Independent Director of the Company retired from directorship of the Company w.e.f. 25^th May, 2026.

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

VII. KEY MANAGERIAL PERSONNEL (KMP):

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 2025-26 are:

Mr. Aditya Bhuwania : Whole time Director

Mr. Hussain Bohra : Company Secretary & Compliance Officer

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, Mr. Sushil Sakpal appointed as Independent Director of the Company w.e.f. 13^th August, 2025.

AUDIT:

1) STATUTORY AUDIT:

In terms of Section 139 of the Companies Act, 2013, M/s. JM & Associates., Chartered Accountants Mumbai (Firm Registration No. 011270N) had been re-appointed as the Statutory Auditors of the Company for the period of five years from the conclusion of 38^th Annual General Meeting till the conclusion of 43^rd Annual General Meeting.

The Auditors Report to the Shareholders for the year under review has some contain below Qualification remark:

Remark No.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.

Comment of Board of Directors:

The Board of Directors has taken note of the observations made by the Statutory Auditors with respect to Note No. 33 of the Financial Statements regarding the Companys loan accounts having been classified as Non-Performing Assets (NPA) and the receipt of notice under Section 13(4) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ("SARFAESI Act") in respect of symbolic attachment of the properties of the Company.

The Board further acknowledges that the Company continues to face severe financial and operational constraints. Although the Company has incurred an operational loss during the current quarter/year, the Financial Statements reflect an overall profit primarily on account of recognition of certain notional/non-operating income. The said profit does not represent any corresponding improvement in the Companys operating cash flows or business operations.

The accumulated losses of the Company have exceeded its net worth as at the balance sheet date, resulting in a negative net worth. Further, due to restrictions/blockage of the Companys bank accounts and the prevailing financial constraints, the Company has not generated any revenue from operations during the current financial year.

The Board further states that, in view of the continued non-availability of business operations, the Company had, during FY 2020-21, closed all its branches except the Mumbai branch, disposed of/written off the fixed assets pertaining to such branches and rationalised its workforce by laying off a substantial number of employees.

The Board has also taken note of the summons/notices received from the Debts Recovery Tribunal (DRT), Mumbai, in proceedings initiated by all three lending banks in respect of the outstanding dues of the Company.

The Board is conscious of the financial difficulties being faced by the Company and is continuing to evaluate and pursue appropriate measures for resolution of the outstanding liabilities and restoration of the financial position of the Company, subject to the availability of resources and the outcome of the proceedings with the concerned lenders and authorities.

The Board has noted the above observations and disclosures and confirms that the same have been appropriately considered and disclosed in the Financial Statements.

Remark No.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 31^st March 2026, as it arises from non-recurring transactions relating to the disposal of property assets by bank.

Comment of Board of Directors:

The Board of Directors, based on the information and explanations provided by the Management, notes that certain properties of the Company situated at Mumbai, Kolkata and Chennai were auctioned by the Bank pursuant to nonpayment of outstanding dues, despite issuance of demand notices. The possession of the said properties had been voluntarily handed over to the Bank.

The Board further notes that, as at 31^st March, 2026, the Company had not received complete information from the Bank regarding the auction proceeds and the consequential adjustment thereof against the outstanding borrowings. Accordingly, based on the information available and the accounting principles applicable to such transactions, the necessary accounting adjustment between the outstanding borrowings and the value of the assets disposed of has been recognized in the financial statements for the year under review.

The Board also notes that the properties belonging to Brent Properties Investment Private Limited and Cheshire Properties Investment Private Limited., which had been invoked pursuant to corporate guarantees, were auctioned by Indian Bank for Rs. 4.56 crore each. The Company became aware of these transactions through the respective Form 26AS statements for the Financial Year 2024-25.

Further, during the year under review, certain properties of the Company, which had been invoked under collateral securities, were auctioned by Indian Bank for an aggregate consideration of Rs. 9.03 crore. The Company became aware of these transactions through the respective Form 26AS statements.

The Board confirms that the aforesaid transactions are non-recurring in nature and relate to the disposal/realisation of property assets by the Bank pursuant to enforcement of security interests. The consequential accounting impact arising from such transactions has been appropriately considered and recognized in the financial statements for the year ended 31^st March, 2026, based on the information available with the Company.

Remark No.3:

For the year ended 31^st March 2026, the company incurred a loss of Rs.90.25 lakhs for the quarter and profit of Rs.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.

Comment of Board of Directors:

For the year ended 31^st March, 2026, the Company incurred a loss of Rs.90.25 lakhs during the quarter ended 31^st March, 2026. However, for the financial year ended 31^st March, 2026, the Company has reported a profit of Rs. 434.50 lakhs.

The profit reported for the financial year is primarily attributable to the recognition of an Exceptional Item amounting to Rs.803.39 lakhs, representing a notional gain arising pursuant to the auction of the Companys office premises conducted by the bank in enforcement of the collateral security provided to the bank. The said gain is non-operational and does not represent cash inflow or profit generated from the Companys business operations.

The Company continued to incur operational losses during the year. Accordingly, excluding the aforesaid exceptional and notional gain, the Companys financial performance continues to reflect an operational loss.

Further, the Company has not made any provision for tax in respect of the aforesaid gain arising from the auction of the property by the bank. The Management has relied upon certain judicial precedents under the Income-tax Act, wherein it has been held that capital gains tax may not arise in circumstances where a capital asset is appropriated towards discharge of a security/guarantee obligation and the consideration is not received by the owner of the property.

In view of the nature of the transaction and the prevailing legal position, the Management is of the view that no provision for tax is presently required in respect of the aforesaid transaction. However, the ultimate tax implications, if any, are subject to the final determination by the tax authorities and applicable judicial interpretation.

Consequently, the precise impact of the aforesaid transaction on the Companys profitability, tax liability and net worth cannot be reliably determined at this stage.

Remark No.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.

Comment of Board of Directors:

The Board of Directors notes that Bank of Maharashtra, Indian Bank and Union Bank of India have declared the Company, its Promoters, Directors and Corporate Guarantors as "Wilful Defaulters" in accordance with the applicable regulatory framework. The Management of the Company has represented against the said declarations/classification and has taken appropriate steps before the concerned authorities/banks for reconsideration of the matter.

The Board further notes that the matter is under representation/review, and the Company is pursuing the same in accordance with the applicable laws and regulatory requirements.

Remark No.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.

Comment of Board of Directors:

The Board of Directors informed that, during the previous financial year, the Company deposited an amount of Rs. 175 lakhs in a "Non-Lien Account" maintained with Indian Bank, as part of the proposed One-Time Settlement ("OTS") of the Companys outstanding dues amounting to approximately Rs. 22.81 crores, which is proposed to be settled, inter alia, through the realization proceeds from the auction of the aforesaid properties.

The Board further stated that the amount deposited represents part payment towards the proposed settlement and that the Company is taking necessary steps for completion of the OTS process with the Bank, subject to the terms and conditions as may be finally agreed upon with the Bank.

Remark No.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.

Comment of Board of Directors:

The Board took note of the Auditors assessment regarding the Companys ability to continue as a going concern. The Board considered the relevant circumstances, managements assessment, and the supporting documentation and evidence available in this regard.

After due consideration and deliberation, the Board concurred with managements assessment that the going concern basis of accounting is appropriate for the preparation of the financial statements. The Board further noted that, based on the information and evidence available, the financial statements present a reasonable and fair assessment of the Companys financial position and affairs.

The Board accordingly noted the Auditors observations and confirmed that the financial statements have been prepared on the going concern basis in accordance with the applicable accounting principles and available supporting evidence.

Remark No.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.

Comment of Board of Directors:

The Board of Directors has taken note of the observation made by the Statutory Auditors regarding the aggregate provision of Rs. 3,953.81 lakhs made towards doubtful debtors (Expected Credit Loss) as at 31^st March, 2026, relating to export sales, and the matter concerning the requirement for obtaining necessary approval, if applicable, under the provisions of RBI and FEMA for writing off the said amount from the books of account.

The Management is in the process of reviewing the matter and evaluating the applicable regulatory requirements and the necessary course of action in consultation with its professional advisors. The Company shall take appropriate steps, including making necessary applications/representations to the concerned regulatory authorities, wherever required, in accordance with the applicable provisions of RBI and FEMA.

The Board is of the view that the provision for doubtful debts has been recognised in the books of account based on the Managements assessment of recoverability of the outstanding export receivables and in accordance with the applicable accounting principles. The Company will continue to take reasonable steps for recovery of the outstanding amounts and will comply with the applicable regulatory requirements in this regard.

Remark No.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.

Comment of Board of Directors:

During the Financial Year 2022-23, a casual vacancy arose in the office of the Chief Financial Officer ("CFO") of the Company with effect from 1st December, 2022. The Company initiated the process for appointment of a new CFO; however, the vacancy could not be filled within the prescribed period of six months from the date of such vacancy.

The Board of Directors acknowledges the non-compliance with the applicable statutory requirement and is taking necessary steps to appoint a suitable CFO at the earliest. The Board is presently unable to quantify or comment upon the impact, if any, of the penal consequences arising from such non-compliance on the profit or loss and/or net worth of the Company.

Remark No.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.

Comment of Board of Directors:

The Board has taken note of the matter highlighted by the Statutory Auditors regarding the commencement of the Corporate Insolvency Resolution Process ("CIRP") under the Insolvency and Bankruptcy Code, 2016 in respect of VXL Instruments Limited, with CIRP commencement date of 26^th November, 2024, and VXL Software Solutions Private Limited, with CIRP commencement date of 26^th February, 2025, both being related parties of the Company.

The Board is closely monitoring the developments in the CIRP proceedings and their potential impact on the Companys financial position and future transactions with the aforesaid entities. Based on the information and circumstances presently available, the Company is assessing the implications, if any, arising from the said proceedings. The Company will continue to comply with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws and regulations in relation to transactions with related parties.

Remark No.10:

The Company has recognized and provided notional interest aggregating to Rs.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 Rs.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.

Comment of Board of Directors:

The Board of Directors has taken note of the observation made by the Statutory Auditors regarding the provision of notional interest amounting to Rs.357.05 lakhs recognized during the year ended 31^st March, 2026, and the cumulative outstanding interest liability of Rs.2,763.82 lakhs as at 31^st March, 2026, in respect of accounts classified as NonPerforming Assets (NPA).

The Board acknowledges that, due to certain constraints in obtaining the requisite bank statements and confirmations from the respective banks, the Company could not provide sufficient supporting documentation to the Statutory Auditors in respect of the applicable interest rates, including penal interest, and the computation thereof.

The Company has recognized the aforesaid interest provision based on the information and records available with the Company and the terms of the respective borrowing arrangements, wherever available. The Company is in the process of obtaining the requisite bank statements and confirmations from the concerned banks and shall reconcile the interest calculations and outstanding liabilities upon receipt of the same.

The Board further confirms that necessary adjustments, if any, arising from such reconciliation and confirmation from the respective banks shall be duly accounted for in the books of account in accordance with the applicable accounting standards.

The Board is of the view that the Company is taking appropriate steps to obtain the necessary supporting documents and resolve the matter at the earliest.

2) INTERNAL AUDIT:

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Anand Mohril & Co., Cost Accountants as the Internal Auditor of your Company for the financial year 2025-2026.

The Internal Auditors are submitting their reports on quarterly basis.

The Company appointed M/s. Anand Mohril & Co., Cost Accountant as Internal Auditor of the Company on 29^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, 2026. 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 & FY 2025-26, which is subject to compliance of provision of the Companies Act, 2013.

Comment of Board of Directors:

The Company has availed loans from the Director during the financial years 2021-22, 2022-23, 2023-24, 2024-25 and 202526. The Board acknowledges the observation regarding compliance with the applicable provisions of the Companies Act, 2013. The Company is in the process of reviewing the relevant provisions and taking necessary steps to ensure compliance with the applicable requirements. The Board further confirms that appropriate measures shall be undertaken to ensure that such transactions are duly documented and comply with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Remark No.2:

The Company has availed loan/ expenses paid by the Priya International Limited during FY 2023-24, FY 2024-25 & FY 2025-26, which is subject to compliance of provision of the Companies Act, 2013.

Comment of Board of Directors:

The Board notes the observation of the Statutory Auditors. The Company has availed certain loans/funding and has also had certain expenses paid on its behalf by Priya International Limited during the financial years 2023-24, 2024-25 and 2025-26. The transactions are subject to compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The management is in the process of reviewing the nature, terms and documentation of the aforesaid transactions and shall take appropriate steps to ensure compliance with the applicable provisions of the Companies Act, 2013, including making necessary disclosures, wherever applicable.

Remark No.3:

The Company has availed loan from Brent Properties Investments Pvt Ltd during FY 2025-26, which is subject to compliance of provision of the Companies Act, 2013.

Comment of Board of Directors:

The Board of Directors notes the observation regarding the loan availed by the Company from Brent Properties Investments Pvt. Ltd. during the financial year 2025-26. The Company acknowledges that the said transaction is required to be undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The Board shall take necessary steps to ensure compliance with the applicable statutory requirements, including making the requisite disclosures and filings, wherever applicable.

Remark No.4:

The website of the Company is non-functional.

Comment of Board of Directors:

The Board of Directors acknowledges the observation regarding the non-functional website of the Company. The Board has taken note of the matter and has advised the management to take necessary steps to restore and operationalize the Companys website at the earliest, subject to availability of the necessary resources and funds, and to ensure that the website is maintained and updated in compliance with applicable statutory and regulatory requirements.

Remark No.5:

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 Board takes note of the observation. The Company has been capturing and recording events occurring during the period under review in the Structured Digital Database (SDD) software subsequent to the occurrence of such events. The Company is in the process of strengthening its internal procedures to ensure that all relevant events are recorded in the SDD within the prescribed timelines and in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Remark No.6:

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. Accordingly, the Company has not complied with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Comment of Board of Directors:

The Board of Directors takes note of the resignation of Mr. Rakesh Kumar Jain from the position of Chief Financial Officer of the Company with effect from 30^th November, 2022 and acknowledges the resultant vacancy in the office of Chief Financial Officer.

The Board further acknowledges that the vacancy has remained unfilled beyond the period prescribed under the applicable provisions of the Companies Act, 2013 and the rules made thereunder, and consequently, the Company has not been in compliance with the said provisions.

The Board is conscious of the importance of having a duly appointed Chief Financial Officer and is taking necessary steps to identify and appoint a suitable and qualified person to fill the vacancy at the earliest. The Board shall also take appropriate measures to ensure compliance with the applicable statutory requirements going forward.

Remark No.7:

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

Comment of Board of Directors:

The Board of Directors acknowledges the delay in payment of the listing fees payable to BSE Limited. The delay was primarily due to the financial constraints and liquidity challenges faced by the Company during the year under review.

The Company is taking necessary steps to improve its financial position and liquidity and is making efforts to regularise the outstanding listing fees at the earliest. The Board is closely monitoring the matter and remains committed to ensuring timely compliance with the applicable listing requirements going forward.

Remark No.8:

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:

The Board of Directors has taken note of the observation regarding the appointment of Ms. Rajeshree Maruti Chougule (DIN: 10647042) as an Independent Director of the Company with effect from September 19, 2024, subsequent to her having served as the Company Secretary and Compliance Officer of the Company during the period from April 2, 2019 to February 14, 2022.

The Board acknowledges the regulatory observation in relation to the eligibility and appointment of Ms. Chougule as an Independent Director under Section 149 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company is reviewing the matter in detail with its professional advisors and shall take appropriate corrective and regularisation measures, as may be applicable, in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The Board further confirms that necessary steps shall be taken to ensure that all future appointments and compliances relating to Independent Directors are undertaken after due verification of eligibility and in accordance with the applicable statutory and regulatory requirements.

Remark No.9:

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.

Comment of Board of Directors:

The Board takes note of the observation regarding the delay in uploading the outcomes of certain meetings of the Board of Directors on the BSE portal within the prescribed timeline under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The delay was inadvertent and occurred due to certain administrative and procedural constraints. The Company has taken note of the matter and is strengthening its internal systems and monitoring mechanisms to ensure timely dissemination and filing of all requisite disclosures with the Stock Exchange within the prescribed timelines. The Board assures that due care will be exercised to avoid recurrence of such instances in future.

Remark No.10:

The address of the registered office of the Company has not been updated on the BSE portal under "Corp Information" section.

Comment of Board of Directors:

The Board notes the observation regarding non-updation of the Companys registered office address on the BSE portal under the "Corp Information" section. The Company is in the process of taking necessary steps to update the registered office address on the BSE portal and shall ensure that the requisite information is duly updated at the earliest.

Remark No.11:

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

Comment of Board of Directors:

The Board of Directors has taken note of the observation. The Company confirms that the intimations regarding closure of the Trading Window, as required under the SEBI (Prohibition of Insider Trading) Regulations, 2015, were duly uploaded on the respective commencement dates of the closure of the Trading Window. The Company shall ensure strict adherence to the applicable regulatory requirements and prescribed timelines in respect of all future disclosures.

Remark No.12:

M/s. Anand Mohril & Co., Cost Accountants, were appointed as the Internal Auditor of the Company for the financial year

2024- 25 vide resolution passed by the board at the meeting held on 10^th May, 2025, specifically for the quarter from January 2025 to March 2025, consequent upon the resignation of M/s. Neelambari P Patil & Associates, Cost Accountants, as the Internal Auditors of the Company with effect from December 31, 2024. Further, the outcome for the aforesaid meeting has not been uploaded on the BSE portal.

Comment of Board of Directors:

The Board of Directors has taken note of the observation regarding the appointment of M/s. Anand Mohril & Co., Cost Accountants, as the Internal Auditors of the Company for the financial year 2024-25, specifically for the period from January 2025 to March 2025, pursuant to the resignation of M/s. Neelambari P Patil & Associates, Cost Accountants, with effect from 31^st December, 2024.

The Board further notes that the outcome of the Board Meeting held on 10th May, 2025 was inadvertently not uploaded on the BSE portal within the prescribed timeline. The omission was procedural in nature and was not intentional.

The Board has taken note of the matter and has directed the concerned officers to ensure strict compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the requirements of the BSE portal, including timely submission and uploading of all necessary disclosures and outcomes of Board Meetings. The Company shall also take appropriate corrective measures, wherever feasible, to regularise the disclosure.

Remark No.13:

M/s. Anand Mohril & Co., Cost Accountants, were appointed as the Internal Auditors of the Company for the financial year

2025- 26. Further, subject to the approval of the Members of the Company, M/s. SPRS And Co. LLP, Company Secretaries, were appointed as the Secretarial Auditors of the Company for a period of five financial years, commencing from FY 202526 to FY 2029-30. The aforesaid appointments were made pursuant to the resolutions passed by the Board of Directors at its meeting held on May 29, 2025. However, the disclosures pertaining to the aforesaid appointments were not included in the outcome of the said Board Meeting uploaded on the BSE portal.

Comment of Board of Directors:

The Board of Directors has taken note of the observation regarding the appointment of M/s. Anand Mohril & Co., Cost Accountants, as the Internal Auditors of the Company for the financial year 2024-25, specifically for the period from January 2025 to March 2025, pursuant to the resignation of M/s. Neelambari P Patil & Associates, Cost Accountants, with effect from 31st December, 2024.

The Board further notes that the outcome of the Board Meeting held on 10th May, 2025 was inadvertently not uploaded on the BSE portal within the prescribed timeline. The omission was procedural in nature and was not intentional.

The Board has taken note of the matter and has directed the concerned officers to ensure strict compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the requirements of the BSE portal, including timely submission and uploading of all necessary disclosures and outcomes of Board Meetings. The Company shall also take appropriate corrective measures, wherever feasible, to regularise the disclosure.

Remark No.14:

The Company received the consent letter and certificate from M/s. JM & Associates, Chartered Accountants on August 11, 2025, confirming their eligibility and consent to act as the Statutory Auditors of the Company for a period of five financial years, commencing from FY 2025-26 to FY 2029-30. Further, subject to the approval of the Members of the Company, M/s. JM & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company for the said period of five financial years, pursuant to the resolution passed by the Board of Directors at its meeting held on May 29, 2025.

Comment of Board of Directors:

The Board of Directors noted that the Company had received the consent letter and certificate from M/s. JM & Associates, Chartered Accountants, dated August 11, 2025, confirming their eligibility and willingness to act as the Statutory Auditors of the Company for a period of five consecutive financial years commencing from FY 2025-26 to FY 2029-30.

The Board further noted that M/s. JM & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company for the aforesaid period, subject to the approval of the Members, pursuant to the resolution passed by the Board of Directors at its meeting held on May 29, 2025. The Board is of the view that the appointment is in the best interest of the Company and recommends the same for approval of the Members.

Remark No.15:

In certain cases, the Certificate under Regulation 74(5) were uploaded on the BSE portal beyond the prescribed timeline stipulated under the SEBI (Depositories and Participants) Regulations, 2018.

Comment of Board of Directors:

The Board of Directors acknowledges the observation regarding the delay in uploading certain Certificates under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, on the BSE portal within the prescribed timeline.

The delay was inadvertent and occurred due to certain administrative and procedural constraints. The Company has taken note of the matter and has strengthened its internal monitoring and compliance mechanism to ensure timely submission and uploading of such certificates within the prescribed timelines in future. The Board assures that necessary steps have been taken to avoid recurrence of such delays.

Remark No.16:

The Financial Result for the quarter ended September 30, 2025, were not uploaded on the BSE portal under the "Results" section.

Comment of Board of Directors:

The Board of Directors notes that the Financial Results of the Company for the quarter ended 30^th September, 2025 were not uploaded on the BSE portal under the "Results" section due to an inadvertent omission. The Company acknowledges the lapse and has taken note of the same. The Board has advised the concerned personnel to ensure that all applicable financial results and statutory disclosures are uploaded within the prescribed timelines and in accordance with the applicable regulatory requirements, going forward.

Remark No.17:

In certain cases, the Integrated Filing - Financials, comprising the Financial Results along with the Limited Review Report/ Auditors Report under Regulation 33(3)(a), Disclosure of Related Party Transactions under Regulation 23(9), and Statement of Deviation(s) or Variation(s) under Regulation 32(1), were submitted beyond the prescribed timelines stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Comment of Board of Directors:

The Board of Directors acknowledges the observation regarding the delay in submission of certain Integrated Filings - Financials, including the Financial Results along with the Limited Review Report/Auditors Report under Regulation 33(3)

(a), Disclosure of Related Party Transactions under Regulation 23(9), and Statement of Deviation(s) or Variation(s) under Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The delays were primarily attributable to various administrative and operational constraints faced by the Company during the relevant periods, including delays in finalisation of financial information and compilation/verification of the requisite disclosures and supporting documents. The Company has taken note of the matter and is strengthening its internal compliance and reporting processes to ensure that all statutory and regulatory filings are made within the prescribed timelines in future.

The Board remains committed to ensuring timely compliance with all applicable provisions of the SEBI Regulations and other statutory requirements.

Remark No.18:

The Company did not provide QR Code in the newspaper publications of the financial results, as required under Regulation 47(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Comment of Board of Directors:

The Board of Directors acknowledges the observation regarding non-compliance with Regulation 47(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the non-provision of the QR Code in the newspaper publications of the financial results.

The Board has taken note of the matter and has advised the concerned officials to ensure strict compliance with the applicable provisions of the SEBI (LODR) Regulations, 2015, including the requirement relating to QR Code in future newspaper publications of financial results. The Company shall exercise due care and diligence to avoid recurrence of such non-compliance.

Remark No.19:

The Company has not published the newspaper advertisement regarding the special window for the transfer and dematerialisation of physical securities, as required under the applicable SEBI Circular.

Comment of Board of Directors:

The Board acknowledges the observation regarding non-publication of the newspaper advertisement in relation to the special window provided for transfer and dematerialisation of physical securities, as required under the applicable SEBI Circular.

The delay/non-compliance was inadvertent and occurred due to an oversight in the compliance process. The Company has taken note of the requirement and has initiated necessary steps to ensure compliance with the applicable provisions and issuance of the requisite newspaper advertisement. The Board has further advised the management to strengthen the compliance monitoring mechanism to ensure that such requirements are duly complied with within the prescribed timelines in future.

Remark No.20:

The Company has not dispatched the KYC letters to its physical shareholders, as required under the applicable SEBI Circulars.

Comment of Board of Directors:

The Board noted the observation regarding non-dispatch of KYC letters to the physical shareholders of the Company as required under the applicable SEBI Circulars. The Board has taken note of the matter and has advised the management to ensure that the requisite KYC letters are dispatched to all eligible physical shareholders at the earliest and that necessary steps are taken to ensure compliance with the applicable SEBI requirements within the prescribed timelines.

Remark No.21:

The Company has not dispatched letters to its physical shareholders containing the web link/path for accessing the Annual Report, as required under the applicable provisions.

Comment of Board of Directors:

The Board acknowledges the observation regarding non-dispatch of letters to the physical shareholders containing the web link/path for accessing the Annual Report. The non-compliance was inadvertent and occurred due to an oversight in the communication process. The Company has taken note of the matter and shall ensure that the requisite communication is duly made to the physical shareholders in accordance with the applicable provisions and within the prescribed timelines, going forward. The Board has also advised the concerned officials to strengthen the compliance and review mechanism to avoid recurrence of such instances.

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 2025-26 as per provision of the Act and Rules thereto, is available on the Companys website at https://www.privaaroup.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 6, 2026, 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 and Regulation 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. 10^th May, 2025, 29^th May, 2025, 13^th August, 2025, 10^th October, 2025 and 6^th February, 2026.

Composition and Attendance of Members at the meetings of the Audit Committee held during the financial year 2025-26 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

The Board re-constituted the Audit Committee in the Board meeting dated 13^th August, 2025 and appointed Mr. Sushil Sakpal 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 (2) Four Nomination and Remuneration Committee Meetings was held i.e. 13^th August, 2025 and 6^th February, 2026.

Composition and Attendance of Members at the meetings of the Nomination & Remuneration Committee held during the financial year 2025-26 are mentioned below:

Name	Designation	Category	No. of Meetings
			Held	Attended
Mrs Hema Thakur	Chairman	Independent / Non- Executive Director	2	2
Mr. Arunkumar Bhuwania	Member	Non Executive Director	2	0
Mrs. Rajeshree Chougule	Member	Independent / Non- Executive Director	2	2
Mr. Sushil Kaluram Sakpal	Member	Independent / Non- Executive Director	2	0

The Board re-constituted the Nomination and Remuneration Committee in the Board meeting dated 13^th August, 2025 and appointed Mr. Sushil Kaluram Sakpal as an 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
Mr. Aditya Bhuwania	Executive Director	Nil
Mrs. Hema Thakur	Independent/ Non-Executive Director	70,000
Mrs. Rajeshree Chougule	Independent/ Non-Executive Director	70,000
Total		1,40,000

* 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. 6^th February, 2026.

Composition and Attendance of Members at the meetings of the Stakeholders Relationship Committee held during the financial year 2025-26 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	0
Mrs. Rajeshree Maruti Chougule	Member	Independent / Non- Executive Director	1	1
Mr. Sushil Kaluram Sakpal	Member	Independent / Non- Executive Director	1	0

During the financial year Mr. Sushil Kaluram Sakpal, appointed as Independent Non-Executive Director and member of 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 year ended 31.03.2026, No complaints/queries were received the Shareholders.

GENERAL BODY MEETING

The 39^th Annual General Meeting (AGM) was held on 30^th September, 2025 and the proceedings of the above Meeting were properly recorded and signed in the Minutes Book maintained for the purpose.

EXTRACT OF ANNUAL RETURN:

The Annual Return for financial year 2025-26 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 2017-18 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.28 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 31,2026.

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 2025-26.

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; 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 is 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.

The Company has recognized and provided notional interest aggregating to Rs.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 Rs.2,763.82 lakhs as of 31^st March 2026.

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	Arunkumar Bhuwania
	Whole-time Director	Director
	DIN:00018911	DIN: 00387445
Place : Mumbai
Date : 28th May, 2026