Prizor Viztech Ltd Directors Report

To,

The Members,

Your Directors have the pleasure in presenting 8^th Annual Report of Prizor Viztech Limited (“the Company”) on the Business and Operations of your Company together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025.

FINANCIAL RESULTS:

The financial performance (standalone and consolidated) for the year ended 31st March, 2025 is summarized below:

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	7109.37	3565.41	7109.37	-
Other Income	4.5	4.21	4.5	-
Total Revenue	7113.87	3569.62	7113.87	-
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense	1507.67	825.06	1507.16
Less: Depreciation/ Amortization/ Impairment	16.62	4.97	16.62	-
Profit before Finance Costs, Exceptional Items and Tax Expense	1491.05	820.09	1490.54
Less: Finance Costs	124.02	64.65	124.02	-
Profit before Exceptional Items and Tax Expense	1367.03	755.44	1366.52	-
Add/(less): Exceptional items	0	0	0	-
Profit before Tax Expense	1367.03	755.44	1366.52	-
Less: Tax Expense	351.77	203.37	351.68	-
Current Tax	340.92	206.01	340.92
Deferred Tax	10.85	-2.64	10.76
Profit for the year (1)	1015.26	552.07	1014.84	-
Other Comprehensive Income/loss (2)	0	0	0	-
Share in Net profit of Associate Concern (3)	0	0	0	-
Total (1+2+3)	1015.26	552.07	1014.84	-
EPS (basic and diluted)	10.4	7.46	10.39	-

PERFORMANCE HIGHLIGHTS:

Consolidated results

The net revenue from operations for the FY 2024-25 stood at Rs. 7109.37 lakhs.

The Profit before Tax for the current year is Rs. 1366.52 Lakhs, and the Profit after Tax (PAT) for the current year is Rs. 1014 Lakhs.

Standalone results

Net revenue from operations increased to Rs. 7109.37 Lakhs from Rs. 3565.41 Lakhs in the previous year, showing a incline of Rs. 3543.96 Lakhs.

The Profit before Tax for the current year is Rs. 1367.03 Lakhs as against Rs. 755.44 Lakhs in the previous year showing a rise in profit of Rs. 611.59 Lakhs. The Profit after Tax (PAT) for the current year is Rs. 1015.26 Lakhs as against the profit of Rs. 552.07 lakhs in the previous year showing a growth of 463.19 Lakhs.

The consolidated financial statement is also the part of annual report in addition to the standalone financial statement of the company.

REVIEW OF BUSINESS OPERATIONS & FUTURE OUTLOOK:

The company is engaged in the business of Trading Assembling Servicing and Like wise of Security Systems and Electronic Home and Commercial items. The total revenue for the year amounted to INR 7,11,387.02/- and the company has achieved a profit of INR 1,01,526.31/-.

During the Financial Year, the company had come up with the Initial Public Offer (IPO) of 28,91,200 Equity Shares of Face value of Rs.10/- each for cash at a price of Rs. 87 per equity share including a share premium of Rs. 77 per equity share aggregating to Rs. 2,515.34 lakhs. The company got listed on SME platform of National Stock Exchange of India Limited on July 22, 2024.

TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND:

Your directors do not recommend dividends for the year ended 31st March 2025 as the directors propose to utilize the profits for the business of the company during the financial year.

CHANGE IN THE NATURE OF BUSINESS AND REGISTERED OFFICE ADDRESS:

There are no changes in the business line and registered office of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the period under review the provisions relating to Investor Education and Protection Fund (IEPF) is not applicable to the company.

WEB LINK OF ANNUAL RETURN, IF ANY:

The Company is having website www.prizor.in and annual return of Company shall be published on the website after holding Annual General Meeting. It will be available in the Home>Investor >Financials tab on the website. Link of the same is given below: www.prizor.in.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in “Annexure -1” of this report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your company has one subsidiary company as on March 31, 2025. There has been no material change in the business of the aforesaid entity. The details of holding/ subsidiary/ associate/ joint venture companies are given in Form No. AOC-1 in “Annexure - 2” of this report.

The following are the details of the subsidiary company during the period under review:

Prizor Aitech India Limited

The Company has acquired 51% shareholding in Prizor Aitech India Limited thus making it a Subsidiary Company of Prizor Viztech Limited. The transaction for acquisition was completed on 09th October, 2024.

The Company is engaged in the business of acquire, own, sell, exchange, or otherwise deal in or dispose off, let on hire or lease, repair and assemble all kinds of plant and machinery, equipments, computers, peripherals, networking equipments, internet Connectivity Products, accessories, apparatus, spare parts, tools, implements.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED AFTER THE END OF THE FINANCIAL YEAR:

No material changes and commitments affecting the financial position of the Company occurred after the end of the financial year to which these financial statements relate and up to the date of this report.

CAPITAL STRUCTURE:

The capital Structure of the Company as on 31st March, 2025:

Share Capital	Amount in Rs.
1. Authorized Share Capital:
12500000 Equity Shares @ Re. 10/- each:	12,50,00,000
2. Issued/Subscribed and Fully Paid-up Share Capital:
10691203 Equity Shares @ Rs. 10/- each fully paid up	10,69,12,030

Increase in Authorized Share Capital

The Board of Directors had increased the Authorised Share Capital of the Company on the following dates:

a. At its Board Meeting held on March 08, 2024, by the Approval of the Shareholders of the Company at its Extra-Ordinary General Meeting held on April 01, 2024, from Rs. 80,00,000/- (Rupees Eighty Lakh only) divided into 8,00,000 (Eight Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs.

12,50,00,000/- (Rupees Twelve Fifty Lakh only) divided into 1,25,00,000 (One Crore Twenty-Five Lakh) Equity Shares of Rs, 10/- (Rupees Ten only) each.

Increase in Issued/Subscribed and Fully Paid-up Share Capital

The Company had issued and allotted Share Capital of the Company on the following dates -

a. The Shareholders of the Company has approved to issue and allot 400000 (Four Lakh) Equity Shares at Face Value of Rs. 10/- (Rupees Ten only) each at a Price of Rs. 75/- (including Premium of Rs. 65/- per Share) each fully paid up pursuant to the resolution passed by the Shareholders of the Company dated May 07th, 2024 by way of Conversion of Loans into equity which led to the increase of Paid-up Share Capital from Rs. 80,00,000, (Rupees Eighty Lakh only) divided into

8,00,000 (Eight Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 1,20,00,000/- (Rupees One Crore Twenty Lakh only) divided into 12,00,000 (Twelve Lakh) Equity Shares of Rs, 10/- (Rupees Ten only) each.

b. The Shareholders of the Company has approved to issue and allot 6600003 (Sixty-Lakh and three) Equity Shares at Face Value of Rs. 10/- (Rupees Ten only) each fully paid up pursuant to the resolution passed by the Shareholders of the Company dated May 09th, 2024 by way of Bonus Shares which led to the increase of Paid-up Share Capital from Rs. 1,20,00,000/- (Rupees One Crore Twenty Lakh only) divided into 12,00,000 (Twelve Lakh) Equity Shares of Rs, 10/- (Rupees

Ten only) each to Rs. 7,80,00,030/- (Rupees Seven Crore Eighty Lakh and Thirty only) divided into

78,00,003 (Seventy-Eight Lakh and Three) Equity Shares of Rs, 10/- (Rupees Ten only) each.

c. The Shareholders of the Company has approved to issue and allot 28,91,200 (Twenty-Eight Lakh Ninety-one Thousands and Two Hundred) Equity Shares at Face Value of Rs. 10/- (Rupees Ten only) each at a Price of Rs. 87/- (including Premium of Rs. 77/- per Share) each fully paid up pursuant to the resolution passed by the Shareholders of the Company dated May 17th, 2024 by way of Public issue which led to the increase of Paid-up Share Capital from Rs. 7,80,00,030/- (Rupees Seven Crore Eighty Lakh and Thirty only) divided into 78,00,003 (Seventy-Eight Lakh and Three) Equity Shares of Rs, 10/- (Rupees Ten only) each to. Rs. 10,69,12,030/- (Rupees Ten Crore Sixty-nine Lakh Twelve Thousand and Thirty only) divided into 10691203 (One Crore Six Lakh Ninety-one Thousand Two Hundred and Three) Equity Shares of Rs, 10/- (Rupees Ten only) each.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN THE FUTURE:

During the year under review, there have been no such significant and material orders passed by the regulators or courts, or tribunals impacting the going concern status and the companys operations in the future.

MEETINGS OF BOARD OF DIRECTORS:

The Board of directors duly met 25 (Twenty-five) times. The dates are as follows: 15.04.2024, 16.04.2024,

20.04.2024, 06.05.2024, 07.05.2024, 10.05.2024, 15.05.2024, 18.05.2024, 23.05.2024, 24.05.2024,

28.05.2024, 12.06.2024, 25.06.2024, 26.06.2024, 06.07.2024, 17.07.2024, 18.07.2024, 05.08.2024,

30.08.2024, 01.10.2024, 22.10.2024, 13.11.2024, 22.01.2025, 05.03.2025, 18.03.2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Retirement by rotation and subsequent re-appointment

Mr. Dasharathbharthi Gopalbharthi Gauswami (DIN: 07712175), Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152(6) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

• Change in Board Composition

Ms. Preety Priya Ghosh having DIN- 09811959 has been appointed as Independent Director of the company, with effect from 16.04.2024.

• Key Managerial Personnel

Ms. Hetaxiben Umang Bhatt has been appointed as a Company Secretary and Compliance Officer of the company, with effect from 16.04.2024.

Mr. Dasharathbharthi Gopalbharthi Gauswami has been appointed as a CFO of the company, with effect from 07.05.2024.

Mr. Dasharathbharthi Gopalbharthi Gauswami having (DIN: 07712175), has been Change in Designation as a Whole-time director of the company, with effect from 09.05.2024.

Mrs. Mitali Dasharathbharthi Gauswami having (DIN: 07712190), has been Change in Designation as a Managing Director of the company, with effect from 09.05.2024.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from Mrs. Preety Priya Ghosh (DIN: 09811959), Mr. Dahyalal Bansilal Prajapati (DIN: 09592327) and Mr. Brahma Ghosh Raval (DIN: 10523186), Independent Directors of the Company under Section 149(7) of Companies Act, 2013 confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulations.

At the meeting of the Board of Directors held on 22nd April, 2025, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent directors have complied with the code for independent director as prescribed in schedule IV of the Companies Act, 2013 and code of conduct for the board of directors and senior management personnel of the company.

All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors by Indian Institute of Corporate Affairs in terms of the regulatory requirements. Also, the online proficiency self-assessment test as mandated will be undertaken by those Independent Directors of the Company who are not exempted within the prescribed timelines.

The company had formulated and implemented code of conduct for the board of directors and senior management personnel which is available on the Companys website: https://www.prizor.in/policies/.

BOARD COMMITTEES:

There are various committees constituted as stipulated under the Companies Act, 2013 and SEBI (Listing

Obligation and Disclosure Requirements) Regulations, 2015 namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility (CSR) Committee.

1. AUDIT COMMITTEE

The Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on May 18, 2024 as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The constituted Audit Committee comprises following members.

Name of the Director	Designation	Nature of Directorship
Mr. Dahyalal Prajapati	Chairman	Independent Director
Mr. Brahma Ghosh Raval	Member	Independent Director
Ms. Mitali Dasharathbharthi Gauswami	Member	Chairman and Managing Director

The Company Secretary of our Company acts as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements.

The powers, roles and terms of reference of the committee are in compliance with the Section 177 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated May 18, 2024. The Nomination and Remuneration Committee comprises the following members:

Name of the Director	Designation	Nature of Directorship
Mr. Brahma Ghosh Raval	Chairman	Independent Director
Mr. Dahyalal Prajapati	Member	Independent Director
Ms. Preety Priya Ghosh	Member	Non-Executive Director

The Company Secretary of our Company acts as a Secretary to the Nomination and Remuneration Committee.

The roles and terms of reference of the committee are in compliance with the Section 178 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated May 18, 2024. The constituted Stakeholders Relationship Committee comprises the following members:

Name of the Director	Designation	Nature of Directorship
Ms. Preety Priya Ghosh	Chairman	Independent Director
Mr. Brahma Ghosh Raval	Member	Independent Director
Ms. Mitali Dasharathbharthi Gauswami	Member	Chairman and Managing Director

The Company Secretary of our Company is acting as a Secretary to the Stakeholders Relationship Committee.

The roles and terms of reference of the committee are in compliance with the Section 178 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee were approved by the Board of Directors. COMPANY POLICIES:

The Board of Directors of your Company, for the facilitating the companys Initial Public Offering (IPO) process has adopted the various policies as on 18^th May 2025, as per the applicable Acts, Rules and Regulations and Standards of better governance and administration of your Company. Overview of the key policies, as approved by the Board of Directors is as follows:

• Nomination and Remuneration Policy :

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013.

The Nomination and Remuneration Committee have formulated the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) thereof for the time being in force).

• Corporate Social Responsibility (CSR) Policy:

This Policy sets out the role of the CSR Committee of the Board of Directors, which includes identification of the areas where the CSR activities will be performed, evaluation of CSR activities, review the CSR spending vis-a-vis the activities implemented and monitoring the process of CSR projects/ programs of the Company.

• Risk Assessment & Management Policy:

This Policy provides the framework for identification of risks of the Company, risk assessment and prioritization, loss prevention measures and other risk management measures for the Company.

• Related Party Transactions Policy:

This Policy regulates the entry into transactions between the Company and its related parties and the required corporate approvals as per the laws and regulations applicable to the Company from time to time.

• Policy on Determination of Materiality of Event or Information :

This Policy lays down the criteria for determining the materiality of an event or information of the Company for purposes of making required disclosures to the stock exchanges pursuant to the SEBI Listing Regulations.

• Preservation of Documents Policy:

This Policy establishes general guidelines for retaining, preserving and archiving important documents and information. The Archival Policy forms part of the Records Management Policy.

• Code of Conduct for Prevention of Insider Trading:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has framed a Code of Conduct on prohibition of insider trading.

• Dividend Distribution Policy :

This Policy sets the parameters & describes the internal and external factors which are considered by the Board of Directors for the purpose of declaration of dividend.

The aforesaid Policies and other Remaining Policies adopted by the board are available in the Investors Section on the website of the Company at www.prizor.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not fulfill the criteria of Corporate Social Responsibility hence Company is not required to make disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 during the year.

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual evaluation of the performance of the Board as a whole, Individual Directors including Independent Directors, NonIndependent Directors, Chairperson and the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution and performance of specific duties, obligations and governance. The exercise was also carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Key Managerial Personnel. The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has made an investment during the financial year 2024-25 and the particulars of loans, guarantees, or investment made under Section 186 of the Company Act, 2013 is given in Notes 13 of financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the FY 2024-25, Company has entered into some transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms

length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015. All transactions with related parties were entered with prior approval of the Audit Committee.

The details of the related party transactions as required under AS - 18 are set out in Notes to the financial statements.

The Company has formulated a policy on related party transactions, the policy on materiality of Related Party Transactions and dealing with same is available on Companys website at https://www.prizor.in/wp- content/uploads/2025/05/POLICY-ON-MATERIALITY-OF RELATED-PARTY-TRAN SACTION S- AND-ON-DEALING-WITH-RELATED-PARTY TRANSACTIONS.pdf .

The detail disclosure of these transactions in Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure - 3”to this Report.

AUDITORS:

M/s. M B Jajodia & Associates, Chartered Accountants, having (FRN: 139647W) were appointed as Statutory Auditors of the Company at the AGM held on April 30, 2024 for a term of five consecutive years.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report dated 28th May, 2025 is unmodified and does not contain any qualification, reservation or adverse remark.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

SECRETARIAL AUDITOR:

The Board has appointed M/s Insiya Nalawala and Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024-2025 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report in the prescribed Form No. MR - 3 for the Financial Year 2024-25 is annexed herewith as “Annexure - 4” to this Report. The Secretarial Auditor has not reported any qualification, reservation or adverse remark or disclaimer in his report.

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

INTERNAL AUDIT & CONTROLS:

The Company has appointed M/s. Ankit Gadiya & Associates, Chartered Accountant (FRN: 161171W), external firm as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has complied with Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India on Board meetings and General Meetings respectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per requirements of SEBI (LODR) Regulations, 2015, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, segment wise and product wise performance, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT:

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under relevant heading.

IMPLEMENTATION OF CORPORATE ACTION:

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR:

Your Company neither made any application nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Your Company has not obtained any one-time settlement of loan from the Banks or Financial Institutions.

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

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and Redressal of complaints of sexual harassment at workplace.

The policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for the matters connected and incidental thereto, with the objective of providing safe working environment, where employees feel secure.

An Internal Complaints Committee has been set up to Redress complaints related to sexual harassment. During the Financial year 2024-25, the company has not received any complaint of sexual harassment at workplace. Further, there was no complaint pending at the beginning of the year or at the end of the year.

VIGIL MECHANISM:

Your Company has established a Vigil Mechanism/ Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy enables stakeholders, including individual employees, directors and their representative bodies, to freely communicate their concerns about illegal or unethical practices, instances of unethical behavior, actual or suspected fraud or violation of the companys code of conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director, employee or any other personnel has been denied access to the Chairman of the Audit Committee and that no complaint was received during the year.

The Whistle Blower Policy has been disclosed on the Companys website under the web link https://www.prizor.in/wp-content/uploads/2025/05/WHISTLE-BLOWER-POLICY.pdf and circulated to all the Directors / employees.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The information pertaining to the conservation of energy, technology absorption, Foreign exchange Earnings, and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as follows:

(a) Conservation of energy

(i)	the steps are taken or impact the conservation of energy	The Company has taken all the possible measures to conserve energy and utilize available alternate sources of energy.
(ii)	the steps were taken by the company for utilizing alternate sources of energy
(iii)	the capital investment in energy conservation equipment	NIL

(b) Technology absorption:

(i)	the efforts made toward technology absorption	NIL
(ii)	the benefits derived like product improvement, cost reduction, product development, or import substitution	NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
	(a) the details of the technology imported	NIL
	(b)the year of import;	NIL
	(c) whether the technology has been fully absorbed	NIL
	(d)if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
(iv)	the expenditure incurred on Research and Development	NIL

(c) Foreign exchange earnings and Outgo

During the year company has incurred foreign exchange earnings and outgo as below.

(In Thousands)

Earnings	INR - 2,493.60
Outgo	INR - 11,117.59

PUBLIC DEPOSITS

During the year under review, Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.

DETAILS IN RESPECT OF THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companys internal control systems are commensurate with the Companys size and nature of the business of the Company with regard to manufacturing enabling it to safeguard assets, and prevent and detect frauds as well as other irregularities. All the transactions are properly authorized recorded and reported to the management. The Management is responsible for Companys internal financial control over financial reporting and the financial reporting process. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statement.

WEBSITE

As per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has maintained a functional website namely “www.prizor.in” containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern,

Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company.

APPRECIATION:

The Directors wish to place on record their appreciation to the banks to their continued cooperation and support. The Board of Directors also takes the opportunity to acknowledge the dedicated efforts of consultants and all others that have helped the management to run the operations of the company.

Your Board of Directors also takes this opportunity to convey their gratitude and sincere thanks for the cooperation & assistance received from the shareholders. The Board appreciates your confidence and continued support and looks forward for the same in future as well.

For and on behalf of the Board of Directors, For, Prizor Viztech Limited

	Mitali D. Gauswami	Dasharathbharthi G. Gauswami
	DIN: 07712190	DIN: 07712175
	Managing Director	Whole-time director and CFO
Date: May 28, 2025
Place: Ahmedabad