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DIRECTORS' REPORT

Privi Speciality Chemicals Ltd.

GO
Market Cap. ( ₹ in Cr. ) 14039.53 P/BV 9.39 Book Value ( ₹ ) 382.79
52 Week High/Low ( ₹ ) 3785/2340 FV/ML 10/1 P/E(X) 42.86
Book Closure 31/07/2026 EPS ( ₹ ) 83.85 Div Yield (%) 0.28
Year End :2026-03 

The Directors' present this 41st (Forty-First) Annual Report of Privi Speciality Chemicals Limited together with the Audited
Financial Statements of the Company for the financial year ended March 31,2026.

The annexed Financial Statements comply in all material aspects with the Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 ("the Act”), the Companies (Indian Accounting Standards) Rules, 2015, as amended
from time to time and other relevant provisions of the Act.

FINANCIAL RESULTS

Particulars

Standalone for the year ended on

Consolidated for the year ended on

March 31,2026

March 31,2025

March 31,2026

March 31, 2025

Revenue from Operations

2,45,553.47

2,03,834.26

2,56,368.55

2,10,119.09

Other Income

1,688.39

1,790.47

1,923.55

2,064.56

Total Income

2,47,241.86

2,05,624.73

2,58,292.10

2,12,183.65

Profit before Exceptional Item, Interest & Depreciation
& Taxation

67,603.37

46,434.16

66,545.40

47,415.94

Less: Interest

6,683.82

8,379.31

8,195.35

8,788.33

Profit before Exceptional Item & Depreciation &
Taxation

60,919.55

38,054.85

58,350.05

38,627.61

Less: Depreciation

13,020.93

12,667.94

14,379.85

13,175.33

Profit before Exceptional Item and Taxation

47,898.62

25,386.91

43,970.20

25,452.28

Add: Exceptional Item

-

-

-

-

Profit before Tax for the year

47,898.62

25,386.91

43,970.20

25,452.28

Less: Provision for Taxation

a) Current Tax

12,381.28

6,563.27

12,382.93

6,857.89

b) Deferred Tax

(226.85)

(106.61)

(84.83)

119.36

c) Tax adjustments for earlier years (Net)

-

-

-

-

Tax Expense

12,154.43

6,456.66

12,298.10

6,977.25

Profit after Tax for the year

35,744.19

18,930.25

31,672.10

18,475.03

Add: Other Comprehensive Income

(146.17)

(77.61)

99.82

(14.30)

Total Comprehensive Income for the Year

35,598.02

18,852.64

31,771.92

18,460.73

Earnings Per Share (EPS) of J 10/- each

91.50

48.46

81.08

47.30

OPERATIONS AND THE STATE OF COMPANY'S
AFFAIRS:

Consolidated:

During the year under review, the consolidated revenue
from operations and other income was H 2,58,292.10
Lakhs (Previous year H 2,12,183.65 Lakhs). The Company
achieved consolidated profit before tax of H 43,970.20 Lakhs
(Previous year H 25,452.28 Lakhs) and profit after tax &
Other Compressive Income of H 31,771.92 Lakhs (Previous
year H 18,460.73 Lakhs). The EPS on Consolidated financial
statements for the year ended March 31, 2026, was H 81.08
(Previous year H 47.30) on a diluted basis.

Standalone:

During the year under review, the revenue from operations
and other income was H 2,47,241.86 Lakhs (Previous
year H 2,05,624.73 Lakhs). The Company achieved profit
before tax of H 47,898.62 Lakhs (Previous year H 25,386.91
Lakhs) and profit after tax & Other Compressive Income of
H 35,598.02 Lakhs (Previous year H 18,852.64 Lakhs). The
EPS on standalone financial statements for the year ended

March 31, 2026, was H 91.50 (Previous year H 48.46) on
a diluted basis.

Operational Outlook

With the planned capacity expansion of existing products
and the introduction of new specialty products, the Company
has established a clear strategic roadmap and remains firmly
on track to achieve its vision of achieving INR 5,000 crore in
revenue and EBITDA of over INR 1,000 crore over the next 3
to 4 years, representing an approximate 2x growth trajectory.
This strong foundation was laid by the Company's visionary
Chairman, Mr. Mahesh P Babani, whose leadership continues
to guide the organization towards sustainable growth and
value creation. The Company is on a firm growth path and
has outlined several expansion projects in order to achieve
its 5k:1k vision.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year
under review and the Company continues to operate only in
one segment i.e. Aroma Chemical Manufacturing.

PRIVI SPECIALITY CHEMICALS LIMITED
EMPLOYEE STOCK OPTION SCHEME 2024:

The Company has implemented its First Employee Stock Option
Scheme 2024 ('ESOS 2024'). The ESOP scheme was approved
by the shareholders through Postal Ballot dated January 09,
2025. The Scheme ESOS 2024 shall be administered by Privi
Employee Welfare Trust under supervision of Nomination and
Remuneration Committee who shall act as a Compensation
Committee as required under Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB & SE Regulations”).

As approved by the shareholders, the scheme has also been
extended to the employees of group Companies including
Subsidiary(ies) or Associate Company(ies). The shareholders
have approved a grant of options which after conversion to
Equity Shares, shall not exceed 2% of Paid-up Equity Share
Capital of the Company totaling to 7,81,250 (Seven Lakh
Eighty-One Thousand Two Hundred Fifty) under ESOS 2024.

ESOS 2024 is in compliance with the SEBI SBEB & SE
Regulations. The certificate from the Secretarial Auditor
in accordance with Regulation 13 of the SEBI SBEB & SE
Regulations is annexed to this report 'as annexure 5.'

The relevant disclosures pursuant to Regulation 14 of SEBI
SBEB & SE Regulations, for the financial year ended on March
31, 2026, regarding details of ESOS 2024 is available on
the website of the Company at:
https://privi.com/investor-
relations/privi-employee-stock-option-scheme-2024.

Further, during the financial year 2025-26, no options
were granted to any of the employees and accordingly, the
disclosures pursuant to Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014 are not applicable.

DIVIDEND

The Board of Directors at its meeting held on May 11, 2026,
have recommended a Final Dividend of H 10/- (i.e. 100 %)
per equity share for the financial year 2025-26. A proposal
seeking shareholders' approval for declaration and payment
of the said final dividend for 2025-26 is forming part of the
Notice of 41st (Forty-First) Annual General Meeting ("AGM”).
The Dividend, If approved by the shareholders at the ensuing
AGM, will be paid to those shareholders whose names appear
in the Register of Members maintained by the Registrar to an
Issue and Share Transfer Agent/Beneficial Owners maintained
by the depositories as on Book Closure Date i.e. July 31,2026.

In view of the changes made under the Income Tax Act, 1961,
by the Finance Act, 2020, the dividend paid or distributed by
the Company shall be taxable in the hands of shareholders
w.e.f. April 01,2020.

The Company shall, accordingly, make the payment of Final
Dividend after deduction of tax at source. The dividend
payout is in accordance with the Company's Dividend
Distribution Policy.

The Company's Dividend Distribution Policy is designed
to maintain a judicious balance between rewarding
shareholders and preserving long-term financial stability.
Dividend declarations are determined after a comprehensive
evaluation of the Company's financial performance, liquidity
position, future growth plans, and applicable regulatory
requirements. The Board considers key factors such as
profitability, availability of retained earnings, and prevailing
market conditions before recommending any dividend.
The Company remains fully compliant with the applicable
regulatory framework while striving to enhance shareholder
value. This disciplined and strategic approach underscores
the Company's commitment to sustainable value creation
and prudent capital allocation.

DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations), the Board of Directors of the Company
has adopted a Dividend Distribution Policy ('Policy') which
endeavor for fairness, consistency and sustainability while
distributing profits to the shareholders. The Policy is available
on the Company's website at -
https://privi.com/Downloads/
Policies-PSCL/PSCL-Dividend-Distribution-Policy.pdf

BOOK CLOSURE AND RECORD DATE:

The Register of Members and Share Transfer Books of the
Company will be closed from Saturday, August 01, 2026,
to Friday, August 07, 2026 (both days inclusive) and the
Company has fixed Friday, July 31, 2026, as the "Record
Date” for the purpose of determining the entitlement of
shareholders to receive final dividend for the financial year
ended March 31,2026.

SHARE CAPITAL:

During the year under review, there was no change in the
authorised, issued, subscribed and paid-up share capital of
the Company. As on March 31, 2026, the issued, subscribed
and paid-up share capital of the Company is H 39,06,27,060/-
(Rupees Thirty-Nine Crores Six Lakhs Twenty-Seven Thousand
and Sixty only) consisting of 3,90,62,706 equity shares of face
value of Rs. 10/- (Rupee Ten only) each.

JOINT VENTURES, ASSOCIATES AND SUBSIDIARY
COMPANIES:

Your Company has 3 (Three) Subsidiaries out of which 2 (Two)
are wholly owned subsidiaries namely Privi Biotechnologies
Private Limited and Privi Speciality USA Corporation. Further,
Prigiv Specialties Private Limited is a Subsidiary (Joint Venture)
wherein your Company controls 51% of total voting power and
also controls the Composition of Board of Directors.

Radiance MH Sunrise Ten Private Limited, is an Associate
Company during the year under review. Further, during the
said period, no Company ceased to be the Subsidiary or
Associate or Joint Venture of the Company.

During the year under review, the Board of Directors of Prigiv
Specialties Private Limited approved an equity infusion of ?50
Crore from both Joint Venture partners, in the ratio of 49:51, in
accordance with the Joint Venture Agreement dated July 29,
2021 and subsequent amendments thereto entered into from
time to time. Accordingly, the Company continues to hold 51%
stake in Prigiv Specialties Private Limited.

The Company shall provide, upon request and free of cost,
the audited financial statements of its subsidiary companies
along with the relevant detailed information to any member
interested in obtaining the same. These financial statements
will also be available for inspection at the registered office
of the Company as well as at the registered offices of
the respective subsidiary companies. In accordance with
the provisions of Section 129(3) of the Act, read with the
Rules made thereunder, a statement providing details of
performance and salient features of the financial statement
of Subsidiary, Joint Venture and Associate Companies, in
Form AOC-1, is provided as Annexure - 1 to the audited
financial statement and therefore not repeated in this Report
to avoid duplication.

The Company has been supplementing its incremental
energy requirements by sourcing power from renewable
sources. Accordingly, the Company has acquired 26% stake
in Radiances MH Sunrise Ten Private Limited (Associate
Company) for supply of electricity generated through Solar
Power Plant. As the arrangement is purely commercial in
nature and the Company does not have management control
over the entity, hence not considered for consolidation.

The audited financial statements including the consolidated
financial statement of the Company and all other documents
required to be attached thereto are available on the Company's
website and can be accessed at:
https://privi.com/investor-
relations/reports/financial-statements-pscl.

The Consolidated Financial Statements of the Company
include the financial results of its subsidiary companies. In
accordance with the provisions of Section 136 of the Act, the
standalone financial statements and related documents of
the subsidiary companies are not annexed to the Financial
Statements of the Company and the same are available on
Company's website and can be accessed at:
https://privi.com/
investor-relations/reports/financial-statements-subsidiaries.

In terms of Regulation 16(1)(c) of the Listing Regulations
read with the 'Policy on Material Subsidiary' adopted by
the Company, the Company does not have any material
subsidiary for the year ended March 31, 2026. The Company
has a policy for determining 'material subsidiaries' in terms
of Regulation 16 of SEBI Listing Regulations and the same is
available on the Company's website and can be accessed at:
https://privi.com/investor-relations/corporate-governance/
company-policies
.

TRANSFER TO RESERVES:

Out of the profits available for the Financial Year 2025-26, the
Board of Directors has recommended payment of dividend

aggregating to H 39.06 crores to the shareholders. The balance
amount of profits is proposed to be retained in the business
and transferred to the Reserves of the Company to strengthen
its financial position and support future growth initiatives.

MAJOR EVENTS OCCURRED DURING THE YEAR
UNDER REVIEW AND AFTER THE CLOSURE OF
YEAR BUT BEFORE SIGNING OF THIS REPORT:

1. Withdrawal of the proposed fund raising by way of
issue of securities through Qualified Institutional
Placement as approved by the shareholders of the
Company:

The shareholders of the Company, through Postal
Ballot on August 12, 2024, approved raising of further
capital by way of one or more public and/or private
offerings, Qualified Institutions Placement ("QIP”) and/
or preferential allotment basis or any combination
thereof, in one or more tranches of an aggregate
amount not exceeding H 1,000 Crores (Rupees One
Thousand Crores Only), for the purposes of capex and
investment in the related party entity. The said approval
was valid for a period of 1 (One) year from the date
of shareholders' approval. However, the said fund¬
raising activity was kept on hold by the management
of the Company due to prevailing volatility in the Capital
markets. Subsequently, considering the improved
financial performance and availability of adequate
internal cash accruals, the Board of Director, at its
meeting held on June 14, 2025, approved the withdrawal
of the aforesaid fund-raising proposal.

2. Equity Infusion of J 50 Crores in Prigiv Specialties
Private Limited, Joint Venture Company in the ration
of 51:49:

The Board of Directors, at its meeting held on February
09, 2026, approved the infusion of additional equity share
capital aggregating to H 50 crores into Prigiv Specialties
Private Limited by the Company and its joint venture
partner, Givaudan SA, in their existing shareholding ratio
of 51:49. Pursuant to the said approval, the Company
has contributed H 25.50 crores, representing 51% of
the total proposed infusion, while Givaudan SA has
contributed H 24.50 crores, representing 49% thereof.
The aforesaid investment by the Company is within the
limits prescribed under Section 186 of the Act.

3. Scheme of Amalgamation of Privi Fine Sciences
Private Limited (Transferor Company 1), Privi
Biotechnologies Private Limited (Transferor
Company 2) with Privi Speciality Chemicals
Limited (Transferee Company) and their respective
Shareholders:

Based on the recommendation of the Audit
Committee, the Board of Directors, at its meeting
held on December 19, 2025, approved the Scheme of
Amalgamation of Privi Fine Sciences Private Limited
(Transferor Company 1) and Privi Biotechnologies
Private Limited (Transferor Company 2) with Privi

Speciality Chemicals Limited (Transferee Company),
subject to the approval of the shareholders and other
requisite regulatory authorities.

The rationale for the Scheme, inter alia, includes
acquisition of a company possessing unique technology
for conversion of bio-waste into high-value chemical
substitutes, access to available land for setting up
a manufacturing facility, and leveraging the growth
trajectory of Transferor Company 1, which has strong
customer and product synergies with the Company.

Further, Transferor Company 2, being a wholly owned
subsidiary of the Company, is actively engaged in
research and development across various chemistries
and products for the Company, and the proposed
amalgamation is expected to result in operational
efficiencies, consolidation of R&D capabilities, and
overall business synergies.

Upon the Scheme becoming finally effective, in
consideration of the transfer of and vesting of the
undertaking of the Transferor Companies, in the
Transferee Company in terms of the Scheme ,based on
the Valuation Report dated December 19, 2025 issued
by RBSA Valuation Advisors LLP, an Independent
Registered Valuer Entity (IBBI Registration No. IBBI/
RV-E/05/2019/110), the Transferee Company shall,
subject to the provisions of the Scheme and without
any further application, act, or deed, issue and allot
1 (One) New Equity Shares of H 10/- (Rupees Ten
only) each, credited as fully paid up in the Capital
of the Transferee Company, to the members of the
Transferor Company 1, whose names appear in
the Register of members of Transferor Company
1 on the Record Date to be fixed by the Board of
Directors of the Transferee Company for every 135
(One Hundred Thirty Five) Equity Shares of the face
value of H 10/- (Rupees Ten only) each fully paid-up
or credited as paid-up and held by the said members
or their heirs, executors, administrators or their legal
representatives as the case may be, in the Transferor
Company ("Share Exchange Ratio”). The entire share
capital of the Transferor Company 2 is held by the
Transferee Company and the same shall without
any further application act or instrument or deed,
be deemed to have been automatically cancelled.
Therefore, the Transferee Company shall not be
required to issue shares or pay any consideration to
the Transferor Company 2 or to their shareholders.

Further, after the closure of the year and before the
signing of this report, the Company has received No¬
Objection letters from the National Stock Exchange of
India Limited ("NSE”) and BSE Limited ("BSE”) on May 05,
2026, and May 06, 2026. The final petition is currently
pending sanction before the Hon'ble National Company
Law Tribunal (NCLT) Bench. Pending final regulatory
approvals, no accounting adjustments have been
introduced into the current financial statements.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

At the Company, sustainability is not merely a practice
but a deeply embedded philosophy and integral part of
its culture. From sustainable manufacturing and product
safety to economic stewardship, responsible sourcing, and a
community-oriented supply chain, the Company's approach
encompasses all dimensions of sustainable development.

In compliance with Regulation 34(2)(f) of the Listing
Regulations, read with relevant SEBI Circulars, the top 1,000
listed companies by market capitalisation are required to
include a Business Responsibility and Sustainability Report
("BRSR”) as part of their Annual Report. The Company is
pleased to comply with this requirement, reinforcing its
commitment to transparency, accountability, and sustainable
business practices. The BRSR for the year ended March 31,
2026, forms part of this Annual Report as required under
Regulation 34(2) of the Listing Regulations.

The initiatives undertaken from an Environmental, Social,
and Governance (ESG) perspective, in the prescribed BRSR
format, form part of a separate section of this Report and are
also available on the Company's website at
https://privi.com/
sustainability/sustainability-report.

DEPOSITS FROM PUBLIC:

During the year under review, the Company has not accepted
any Deposits from public which are covered under Chapter
V of the Act and as such no amount on account of principal
or interest on Deposit from public was outstanding as on the
date of the Balance Sheet.

CREDIT RATING:

The Company's credit rating was reaffirmed during the year
under review. CRISIL Ratings Limited, vide its letter dated April
21,2026, have reaffirmed the rating as follows:

1. For Long-term Bank facilities: CRISIL AA- / Stable
(Revised from A /Positive)

2. For Short term Bank facilities: CRISIL A1 /
(Revised from A1)

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

In accordance with the applicable provisions of the Act read
with Investor Education and Protection Fund (Accounting
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), all
unclaimed dividends are required to be transferred by the
Company to the Investor Education and Protection Fund
("IEPF”) upon completion of 7 (Seven) years.

Further, pursuant to the IEPF Rules, shares in respect of which
dividends have not been claimed by shareholders for 7 (Seven)
consecutive years or more are required to be transferred to the
demat account of the IEPF Authority. Details of the amount
of dividend transferred to the IEPF and the corresponding

shares on which dividends remained unclaimed for 7 (Seven)
consecutive years are provided in the General Shareholders'
Information section of this Annual Report

During the year under review, the amount of H 1,31,946,
being unclaimed dividend for the financial year 2016-17,
was transferred to the IEPF. The Company is in the process
of transferring the unclaimed dividend and corresponding
shares relating to the financial year 2017-18 to the IEPF, in
accordance with the applicable provisions.

DETAILS OF NODAL OFFICER:

Pursuant to Rule 7(2A) of the IEPF Rules, every company
is required to appoint a Nodal Officer, who shall be either a
Director, Chief Financial Officer or Company Secretary of
the Company. In compliance with the said requirement,
Ms. Ashwini Saumil Shah, Company Secretary and
Compliance Officer of the Company, has been appointed as
the Nodal Officer by the Board of Directors.

TECHNICAL ACHIEVEMENT:

Process technology and its development form the core
strength of Privi and have been fundamental to the Company's
consistent and sustainable growth.

The development process functions in two broad areas: a)
Understanding chemistry behind various processes and
its application, and b) application of Chemical Engineering
principles to translate such process knowledge into
commercial applications.

In the area of chemistry, the Company has successfully
developed alternative manufacturing routes for existing
molecules by utilizing side stream products. Notably, the
Company has developed high-value specialty molecules
from such side streams, thereby enhancing profitability in
a sustainable manner. The uniqueness of these by-product
streams, particularly their extraction from waste, provides a
distinct competitive advantage to the Company. A significant
portion of the improvement in the Company's EBITDA margins
can be attributed to the effective application of advanced
chemistry in its operations.

In the area of chemical engineering, the Company continues
to focus on process optimisation, including advancements
in separation processes and reaction engineering. The
Company has successfully converted several batch
processes into continuous processes, resulting in improved
product consistency, reduced utility costs, lower manpower
requirements, and optimisation of equipment usage. Further,
the application of advanced chemical engineering techniques
has enabled the transition from conventional catalyst-based
processes to more efficient resin-based processes in certain
operations. These initiatives have contributed to improved
operating margins and are expected to generate additional
revenues from the existing asset base over the long term.

The Company's registered office and its Manufacturing Units
located at Mahad and Jhagadia have been assessed and

certified as meeting requirements of ISO/IEC 27001:2022 on
March 21,2025.

COMPANY'S POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR ETC.:

The Board of Directors has established comprehensive criteria
for the appointment of Directors and their remuneration.
These criteria encompass qualifications, positive attributes
and the independence of Directors, as mandated under
Sub-section (3) of Section 178 of the Act. This policy not
only aims to attract and retain top talent but also ensures
that remuneration practices are aligned with the Company's
objectives and shareholder interests.

The salient features of the said policy covering the policy
on appointments and remuneration and other matters have
been provided in the Corporate Governance Report which
forms a part of this annual report. The Policy is available on
the Company's website at
http:// www.privi.com/investor-
relations/corporate-governance/ company-policies.

BOARD EVALUATION:

The performance evaluation of the Board of Directors, its
Committees, Individual Directors (including Independent
and Non-Independent Directors), Executive Director and
the Chairman & Managing Director was carried out in
accordance with the process and criteria approved by the
Board, based on the recommendations of the Nomination and
Remuneration Committee.

The evaluation criteria for Independent Directors, inter alia,
included their participation and contribution in Board and
Committee meetings, commitment, expertise, integrity,
maintenance of confidentiality, and demonstration of
independent judgment.

The feedback arising from the evaluation of the Board and
its Committees was discussed by the Independent Directors,
which was coordinated by the Chairman of the Nomination
and Remuneration Committee. The Independent Directors
met on June 14, 2025, August 01, 2025, December 19,
2025 and March 24, 2026, to deliberate on the aforesaid
evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) of the Act
and to the best of their knowledge and belief and according
to the information and explanations provided to them, your
Directors hereby make the following statements:

1. that in the preparation of the financial statements for the
year ended March 31, 2026, the applicable accounting
standards read with requirements set out under
Schedule III of the Act, have been followed and there are
no material departures from the same;

ii. that the Directors 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 on March 31,2026, and of
the profit of the Company for that period;

iii. that the Directors have 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;

iv. that the Directors have prepared the annual accounts on
a 'Going Concern' basis;

v. that the Directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively; and

vi. that the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

DIRECTORS:

During the year under review, there was no change in the
composition of the Board of Directors. As on date, the Board
comprises of 6 (Six) Directors, including 2 (Two) Whole-Time
Directors designated as Chairman & Managing Director and
Executive Director respectively and the remaining 4 (Four)
Directors are Non-Executive Independent Directors.

Independent Directors

All the Independent Directors have submitted declarations
confirming their independence in accordance with the
provisions of the Act and Listing Regulations and have also
registered themselves in the Independent Directors' databank
maintained by the Ministry of Corporate Affairs India.

The Company has in place a structured familiarisation
programme for Independent Directors to enable them to
understand the Company's business, industry, operations and
regulatory environment. The details of such programmes are
available on the Company's website.

The Board embodies a strong blend of professionalism,
knowledge, and experience, contributing meaningfully to the
Company's strategic direction. The Independent Directors are
distinguished by their integrity and bring valuable expertise
and experience, as required under laws.

In the opinion of the Board, all the Independent Directors
possess the integrity, expertise and experience including
the proficiency required to be Independent Directors of the
Company, meet the criteria of independence as specified in
the Act and the Listing Regulations and are independent of
the management and have also complied with the Code for
Independent Directors as prescribed in Schedule IV of the Act.

During the year under review, except for payment of sitting fees,
the Independent Directors were not paid any commission.

Re-appointment of Director retiring by rotation:

In accordance with the provisions of Section 152 of the Act,
the Companies (Management & Administration) Rules, 2014
and the Articles of Association of the Company, Mr. Mahesh
Purshottam Babani (DIN 00051162), Chairman & Managing
Director, is due to retire by rotation at the ensuing AGM.

Mr. Mahesh Purshottam Babani, being eligible, has
offered himself for re-appointment. The Board of Directors
recommends his re-appointment, acknowledging his
invaluable contributions to the Board and the Company at large.

Appointment and re-appointment of Directors to the
Board:

The Board of Directors at its meeting held on May 11, 2026,
approved the re-appointment of Mr. Bhaktavatsala Rao
Doppalapudi (DIN: 00356218) as an Executive Director ("Whole¬
time Director”) for a period of 3 (three) years commencing
from August 13, 2026 up-to August 12, 2029 (both days
inclusive) on the terms and conditions as mentioned in the
Notice convening the 41st (Forty First) AGM of the Company.

The disclosure as required under Regulation 36 of the Listing
Regulations read with Secretarial Standard - 2 on General
Meetings relating to the aforesaid re-appointment of Directors
is given in the Notice of AGM.

KEY MANAGEMENT PERSONNEL ("KMP’’):

In terms of the provisions of Section 2(51) and Section 203
of the Act, the following are the KMP's of the Company as on
March 31,2026:

Sr’ Name
No.

Designation

1 Mr. Mahesh Purshottam

Chairman & Managing

Babani

Director

2 Mr. Bhaktavatsala Rao

Whole-time Director

Doppalapudi

3 Mr. Narayan S. Iyer

Chief Financial Officer

4 Ms. Ashwini Saumil Shah

Company Secretary &
Compliance Officer

STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent
Directors confirming that they meet the criteria of
independence as prescribed under Section 149 of the Act and
Regulation 16(1)(b) of the Listing Regulations, as amended,
and that they are not disqualified from continuing as Directors.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with Rule

5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this report
as Annexure -3.

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report.
However, in terms of Section 136 of the Act, the Annual Report
and Financial Statements circulated to the shareholders do
not include the said statement. The statement is available for
inspection by shareholders upon request. Any shareholder
interested in obtaining a copy may write to: Ms. Ashwini
Saumil Shah Company Secretary & Compliance Officer at
investors@privi.co.in.

LISTING:

The Company's securities are listed with BSE Limited and
National Stock Exchange of India Limited. The Company has
paid the listing fees for 2025-26 & 2026-27 on the paid-up
equity share capital.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party
Transactions in line with the requirements of the Act and
Listing Regulations, as amended from time to time. During the
year under review, the policy on Related Party Transactions
was amended. The amended policy as approved by the Board
is uploaded on the Company's website at
https://privi.com/
Downloads/Policies-PSCL/PSCL-Policy-on-Related-Party-
Transactions-V-1-3.pdf

All related party transactions entered during 2025-26 were
on arm's length basis, in the ordinary course of business and
were in compliance with the applicable provisions of the Act
and the Listing Regulations. During the year under review, an
omnibus approval was granted by the Audit Committee for
entering into related party transactions which are of repetitive
nature and entered in the ordinary course of business and on
arm's length basis. A statement giving details of all related
party transactions pursuant to omnibus approval so granted
is placed before the Audit Committee on a quarterly basis
for its review.

The Company has not entered into contracts or arrangements
with related parties in terms of Section 188(1) of the Act and
there was no material related party transactions entered into
by the Company with Promoters, Directors, KMPs or other
designated persons which may have a potential conflict
with the interest of the Company at large. Accordingly, the
disclosure of related party transactions as required under
Section 134(3)(h) of the Act in Form No. AOC-2 is not
applicable to the Company for 2025-26 and hence does not
form part of this Report.

Pursuant to Regulation 23 of the Listing Regulations, the
Company submits details of related party transactions
on a consolidated basis to the stock exchanges as per the
specified format on a half-yearly basis.

The details of Related Party Transactions are provided in the
accompanying Financial Statements.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS
ADEQUACY:

The Company has established adequate internal financial
controls with reference to financial statements, in line with
the requirements of the Act. Such controls are commensurate
with the size, scale, and complexity of its operations and
are designed to ensure the orderly and efficient conduct
of its business.

The Company's internal control framework provides
reasonable assurance regarding the reliability of financial
reporting, preparation of financial statements in accordance
with applicable Indian Accounting Standards (Ind AS),
safeguarding of assets, prevention and detection of frauds
and errors, accuracy and completeness of accounting records,
and compliance with applicable laws and regulations.

The internal control systems are supported by robust
policies, standard operating procedures, and an established
governance mechanism. The Company has appointed an
independent professional Internal Audit firm to carry out
periodic audits covering all key areas of operations and
financial controls. The Internal Auditors submit their reports
to the Audit Committee, highlighting observations and
recommending corrective actions, which are duly reviewed
and implemented.

The Audit Committee, in accordance with the provisions of
the Act and the Listing Regulations, periodically reviews the
adequacy and effectiveness of the internal financial control
systems. The Committee also interacts with the Internal
Auditors and Statutory Auditors to evaluate the control
environment and monitor the implementation of audit
recommendations.

Based on the evaluation carried out, the Audit Committee is
satisfied that the Company's internal financial controls are
adequate and operating effectively during the year under
review. The Statutory Auditors have also issued a report
on Internal Financial Controls over Financial Reporting
(IFCR), confirming that such controls are adequate and
operating effectively.

However, the Company acknowledges that internal control
systems, have an inherent limitation. Accordingly, the Company
continues to strengthen its internal control framework through
ongoing monitoring, review and improvement initiatives.

GOVERNANCE AND COMPLIANCE:

The Company remains committed to maintaining the highest
standards of corporate governance and compliance with
applicable laws, rules and regulations. The governance
framework of the Company is built on principles of
transparency, accountability, integrity and ethical conduct,
which guide all its business decisions and operations.

The Secretarial and Legal functions of the Company play
a critical role in upholding and strengthening governance
practices across all levels of the organization. These functions
support the Company in ensuring compliance with applicable
laws and regulations, providing legislative and regulatory
expertise, facilitating corporate structuring and proactively
addressing regulatory changes. Compliance across various
locations is effectively monitored through a robust Legal Risk
Management System, which enables timely identification,
tracking and mitigation of legal and regulatory risks, thereby
ensuring a strong and consistent compliance framework
throughout the organization.

RISK MANAGEMENT:

The Company has put in place the Risk Management Plan as
detailed in the Risk Management Policy which is approved by
the Board of Directors and adopted by the Company. The Risk
Management Policy is uploaded on the Company's website at
chrome -
https://privi.com/Downloads/Policies-PSCL/PSCL-
Risk-Management-Policy-V-1-2.pdf

The Company's Risk Management Policy provides a structured
framework for identification, evaluation, management,
continuous monitoring of risks and implementation of
mitigation strategies. The risk management approach is
aligned with the overall business strategy and mission of the
Company, enabling it to build a competitive advantage and
provide reasonable assurance regarding the achievement of
its objectives.

The Risk Management Committee (RMC) oversees the risk
management process in the Company. The RMC is chaired
by an Independent Director who is also a member of the
Audit Committee.

To further strengthen the process, a Sub-Committee
comprising Heads of Departments and members of the Senior
Leadership Team has been constituted. The Sub-Committee
meets periodically to review identified risks through structured
and focused discussions. Each member is responsible for
monitoring risks within their respective areas of operation and
ensuring the effectiveness of mitigation measures. The Sub¬
Committee also evaluates long-term, strategic and macro¬
level risks and facilitates the implementation of mitigation
strategies across various business units.

REPORTING OF FRAUD:

During the year under review, the Statutory Auditors, Cost
Auditors, Internal Auditors, Tax Auditors and Secretarial
Auditors have not reported any instances of fraud committed
in the Company by its officers and employees under Section
143(12) of the Act, the details of which need to be mentioned
in this Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

In accordance with Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis (MD&A) Report

forms an integral part of the Annual Report and is presented
in a separate section of this annual report. The MD&A Report
provides a detailed overview of the industry structure and
developments, opportunities and threats, segment-wise
or product-wise performance, outlook, risks and concerns,
internal control systems and financial performance of the
Company during the financial year 2025-26. It also highlights
the key strategic initiatives undertaken by the Company and
their impact on business performance.

This section enables stakeholders to better understand
the Company's operational and financial position, as well
as the management's perspective on future growth and
sustainability.

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY:

As required under the Act and the Listing Regulations, the
Company has established an effective Vigil Mechanism
and Whistleblower Policy to enable stakeholders, including
Directors, employees and their representative bodies to report
concerns regarding illegal or unethical practices, actual or
suspected fraud or violations of the Company's code of
conduct. The Policy provides multiple channels for making
protected disclosures and ensures adequate safeguards
against victimisation. It also provides for direct access to the
Chairman of the Audit Committee. Further, the Policy enables
employees to report any instances of leakage or suspected
leakage of Unpublished Price Sensitive Information (UPSI).

The functioning and effectiveness of the Vigil Mechanism are
periodically reviewed by the Audit Committee. The Committee
also reviews the status of complaints, if any, received under
this mechanism on a quarterly basis. During the financial
year 2025-26, no complaints were received and it is affirmed
that no Director or employee was denied access to the Audit
Committee under this policy.

Vigil Mechanism and Whistle Blower Policy are available on
the Company's Website at
https://privi.com/Downloads/
Policies-PSCL/PSCL-Vigil-Mechanism-Policy-V-1-2.pdf.

CODE OF CONDUCT:

The Company had adopted Code of Conduct ("Code”) for its
Directors and Senior Management personnel and employees.
The Code of Conduct is available on the Company's Website
at:
https://privi.com/Downloads/Policies-PSCL/PSCL-Code-
of-Conduct-V-1-1.pdf.

All Board Members and Senior Management Personnel have
affirmed compliance with the Code. A declaration signed by
Managing Director forms part of this Annual Report.

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

The Company is committed to providing a safe, secure
and respectful work environment for all its employees. In

compliance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act”), the Company has in place
a Policy on prevention, prohibition and redressal of sexual
harassment at workplace and have constituted an Internal
Complaints Committee (ICC) to address complaints received
in this regard. The Company conducts awareness programs
and sensitization sessions to promote a gender-sensitive
workplace and to ensure that all employees are informed
about their rights and responsibilities under the Policy.

During the year under review, the Company has complied
with provisions relating to the constitution of the ICC under
POSH Act and the Rules framed thereunder. The necessary
disclosure in terms of requirements of Rule 8 of the Companies
(Accounts) Rules, 2014, in this regard is given below:

Sr.

Name

No. of

No.

Complaints

1.

Number of complaints of sexual
harassment received in the year

Nil

2.

Number of complaints disposed of
during the year

Nil

3.

Number of cases pending for more
than 90 (Ninety) days

Nil

COMPLIANCE RELATED TO MATERNITY BENEFITS
ACT, 1961:

During the year under review, the Company is in compliance
with the provisions relating to the Maternity Benefits Act,
1961, as amended. Eligible female employees were provided
with paid maternity leave, as well as additional benefits such
as flexible working arrangements and health support in line
with statutory requirements. The Company is committed to
ensure the welfare and rights of its women employees by
implementing necessary measures and maintaining adequate
policies and internal procedures. These initiatives aim to
promote a safe, inclusive and supportive work environment,
in accordance with the provisions of the Maternity Benefit Act
and other applicable laws.

No complaints or grievances were reported under
the provisions of the Maternity Benefit Act during the
year under review.

MEETINGS OF THE BOARD:

During the Financial Year 2025-26, 7 (Seven) meetings of the
Board of Directors took place. The time gap between 2 (two)
meetings did not exceed 120 days. During the year, certain
resolutions were also passed by circulation, as permitted
under Section 175 of the Act.

COMMITTEES OF THE BOARD

Your Company has duly constituted the following Committees
as required under the Act read with applicable Rules made
thereunder and the Listing Regulations.

AUDIT COMMITTEE:

As on March 31, 2026, the Audit Committee comprises of
Independent Directors namely Mr. Naresh Madhu Tejwani,
Non-Executive-Independent Director (Chairman), Mr. Anurag
Surana, Non-Executive-Independent Director, Mr. Hemang
Manhar Gandhi, Non-Executive-Independent Director
and Mrs. Priyamvada Ashesh Bhumkar, Non-Executive
Independent Director as its members.

All the recommendations made by the Audit Committee were
accepted by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE:

As on March 31, 2026, the Nomination and Remuneration
Committee comprises of Independent Directors namely
Mr. Naresh Madhu Tejwani, Non-Executive-Independent
Director (Chairman), Mr. Anurag Surana, Non-Executive-
Independent Director and Mr. Hemang Manhar Gandhi Non¬
Executive Independent Director as its members.

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

As on March 31, 2026, the Stakeholder's Relationship
Committee comprises of Directors namely Mr. Hemang
Manhar Gandhi, Non-Executive-Independent Director
(Chairman), Mr. Naresh Madhu Tejwani, Non-Executive-
Independent Director, Mrs. Priyamvada Ashesh Bhumkar,
Non-Executive Independent Director and Mr. Doppalapudi Rao
Bhaktavatsala, Executive Director as its members.

RISK MANAGEMENT COMMITTEE:

As on March 31, 2026, the Risk Management Committee
comprises of Directors namely Mr. Anurag Surana, Non¬
Executive-Independent Director (Chairman), Mr. Doppalapudi
Rao Bhaktavatsala, Executive Director, Mr. Mahesh Purshottam
Babani, Executive Director, Mr. Hemang Manhar Gandhi, Non¬
Executive-Independent Director, Mr. Naresh Madhu Tejwani,
Non-Executive-Independent Director and Mrs. Priyamvada
Ashesh Bhumkar, Non-Executive-Independent Director.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee of
the Board has formulated and recommended a CSR Policy
in accordance with the provisions of Section 135 of the Act,
which has been duly approved by the Board.

As on March 31, 2026, the CSR Committee comprises
of Directors namely Mr. Anurag Surana, Non-Executive-
Independent Director (Chairman), Mr. Naresh Madhu Tejwani,
Non-Executive-Independent Director, Mr. Doppalapudi Rao
Bhaktavatsala, Executive Director and Mrs. Priyamvada
Ashesh Bhumkar, Non-Executive-Independent Director
as its members.

The CSR initiatives of the Company are aligned with the
activities which are prescribed under the Act and are focused
on creating a positive impact on society and the environment.

The CSR Committee oversees the implementation and
monitoring of such initiatives to ensure effective utilization of
resources and achievement of desired outcomes.

The CSR Policy of the Company can be accessed on the
Company's website at the
https://privi.com/Downloads/
Policies-PSCL/PSCL-Corporate-Social-Responsibility-Policy-
Ver 1 1-updated.pdf.

The Annual Report on CSR containing details of CSR Policy,
composition of CSR Committee, activities undertaken during
the year, including expenditure and project-wise information
and web link, is Annexed to this Report as Annexure - 2.

A comprehensive disclosure regarding the Board, its
committees, their composition, and terms of reference, along
with the number of board and committee meetings held and
the attendance of directors at each meeting, is meticulously
detailed in the Report on Corporate Governance. This report is
an integral part of the annual report.

REMUNERATION POLICY:

The Remuneration Policy of the Company is available on the
Company's website
https://privi.com/Downloads/Policies-
PSCL/PSCL-Nomination-and-Remuneration-Policy.pdf.

The remuneration paid to Directors is as per the terms laid
down in the Remuneration Policy of the Company.

FAMILIARISATION PROGRAMME:

The Company has put in place a familiarization program for
all its Directors including Independent Directors and the same
is available on its website.

PARTICULARS OF LOANS GUARANTEES AND
INVESTMENTS:

Particulars of loans, guarantees and investments made
by the Company as required under Section 186 (4) of the
Act are contained in Note No. 5 to the Standalone Financial
Statements for the financial year ended March 31,2026.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

As detailed in the financial statements, there have been no
material changes or commitments that would affect the financial
position of the Company from the end of the financial year till the
date of this report, except as disclosed therein. This statement
attests to the stability and continuity of our financial operations.

MATERIAL ORDERS OF JUDICIAL BODIES /
REGULATORS:

During the year under review, there have been no significant
or material orders passed by any regulators, courts or

tribunals that could impact the going concern status or future
operations of the Company.

CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 read with Schedule V
of the Listing Regulations, a detailed Report on Corporate
Governance forms an integral part of the Annual Report and
is presented in a separate section in this annual report.

The Report outlines the Company's governance framework,
including the composition of the Board and its Committees,
governance practices, and compliance with applicable
regulatory requirements. A certificate from a Practicing
Company Secretary confirming compliance with the
conditions of Corporate Governance, as stipulated under
the Listing Regulations, is annexed to the said Report. The
requisite certificate for no disqualifications for Directors
received from the Practicing Company Secretary is also
attached to the Report on Corporate Governance.

AUDITORS

i. STATUTORY AUDITORS AND THEIR REPORT:

The auditors, M/s. B S R & Co. LLP Chartered Accountants,
were appointed as Statutory Auditors at the Forty (40)
Annual General Meeting (AGM) held on August 01,2025,
for a term of 5 (five) years from the conclusion of the
40th (Fortieth) AGM till the conclusion of the 45th Forty
Fifth AGM to be held for the financial year 2029-30.

The Auditors have furnished a declaration confirming
their independence as well as their arm's length
relationship with the Company and that they have not
taken up any prohibited non-audit assignments for
the Company. They have also confirmed that they are
not disqualified from continuing as Statutory Auditors
of the Company.

The Board has duly reviewed the Statutory Auditor's
Report for the Financial Year ended on March 31,
2026, and confirm that the report does not contain any
qualification(s), reservation(s), adverse remark(s) or
disclaimer(s).

The notes on the financial statement (Standalone and
Consolidated) referred to in the Auditors' Report are self¬
explanatory and do not call for any further comments.

ii. SECRETARIAL AUDITORS AND SECRETARIAL
AUDIT REPORT:

As required under Section 204 of the Act read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and pursuant to
Regulation 24A of Listing Regulations, M/s. Rathi &
Associates, Practicing Company Secretaries, were
appointed as the Secretarial Auditors of the Company
for a term of five consecutive years from the Financial
Year 2025-26 to the Financial Year 2029-30. The firm is
peer reviewed and has furnished the requisite eligibility
and peer review certificates. They have confirmed that

they are not disqualified from continuing as Secretarial
Auditors of the Company.

The Secretarial Audit Report issued by M/s. Rathi &
Associates, Practicing Company Secretaries for the
financial year ended on March 31, 2026, in Form MR-3
is annexed to this Report as Annexure III and does not
contain any qualification(s), reservation(s), adverse
remark(s) or disclaimer(s).

iii. COST AUDITORS:

Pursuant to Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014,
the Company is required to prepare, maintain as well
as have the audit of its cost records conducted by a
Cost Accountant and accordingly, the cost accounts
and records are maintained and the Board of Directors
have, pursuant to the recommendation of the Audit
Committee, appointed M/s Kishore Bhatia & Associates,
(Firm Registration Number 00294 & ICMA M. No. 8241),
Cost Accountants as the Cost Auditors of the Company
for the Financial Year 2026-27. Pursuant to the provisions
of Section 148 of the Act read with the Companies (Audit
and Auditors) Rules 2014, the members are requested to
ratify the remuneration payable to M/s. Kishore Bhatia &
Associates at the AGM of the Company.

M/s. Kishore Bhatia & Associates have furnished a
Certificate confirming that their appointment is in
conformity with the applicable provisions of the Act
and the Rules framed thereunder and that they are not
disqualified from being appointed as the Cost Auditors
of the Company for the Financial Year 2026-27.

The remuneration payable to the Cost Auditors for the
Financial Year 2026-27 is required to be placed before
the shareholders in ensuing AGM for their ratification.
Accordingly, a resolution seeking shareholder's
ratification for the remuneration payable to M/s. Kishore
Bhatia & Associates, Cost Accountant forms part of the
Notice of the 41st (Forty First) AGM.

On receipt of Cost Audit Report pertaining to the
financial year 2025-26, the Company shall file the same
within the prescribed timeline as per the Companies
(Cost Accounting Records) Rules, 2011 prescribed
under Section 148 (6) of the Act, and Rule 6(6) of the
Companies (Cost Records and Audit) Rules, 2014.

iv. INTERNAL AUDITORS:

The Company has re-appointed M/s Aneja Associates,
Internal Auditor, Chartered Accountants, (Firm
Registration Number:100404W & Membership Number
030202), as Internal Auditors of the Company pursuant
to provisions of Section 138 of the Act.

The significant audit findings and recommendations
made by the Internal Auditors are presented to the
Audit Committee. The Audit Committee reviews these
findings and monitors the implementation of corrective
actions by the management. Based on the reports

and recommendations of the Internal Audit function,
the Company undertakes timely remedial measures
and strengthens internal controls in the relevant
operational areas.

CONFIRMATION OF COMPLIANCE OF
SECRETARIAL STANDARDS:

During the year under review, the Company has complied
with the applicable Secretarial Standards i.e. SS-1 and SS-2,
relating to "Meetings of the Board of Directors” and "General
Meetings”, respectively, issued by the Institute of Company
Secretaries of India (ICSI).

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUT GO:

A. CONSERVATION OF ENERGY

1. IMPACT ON ENERGY CONSERVATION IN THE

FINANCIAL YEAR 2025-26:

• Total installed captive power plant is 1425
MW (500 MW & 925 MW). The Company
generated 7374.90 MWH power from steam
Turbine in 2025-26.

• VFDs are provided on the vacuum Pumps,
Cooling Tower Pumps, Fans replacing with
aerodynamics designed blades (MOC-
Epoxy FRP) for nearly 20 cooling towers and
Reactor agitators for optimizing the power
consumption. We have installed VFDs for CT
fans in the first stage in 2024-25 and 2nd stage
in 2025-2026. Power Saving achieved 757
MW (from Sept 2025 to March 2026) with the
capex investment of H 136 Lakhs.

• Power (Electricity) saving by optimization
of Brine plant & chilling plant compressors,
Monthly Power Saving achieved 76.5MW in
five months. This will be a recurring benefit.

• Rainwater harvesting systems are installed
across the units. Annual Water Saving
achieved 12654 KL and the same is used for
process applications.

• By recycling Treated effluent water (ZLD ~
163843 KL), specific consumption of water
has been significantly reduced.

• Solar Power (400 KWH) 100 KWH installed &
total power generated by Roof top solar plant
is 509.1MWH during 2025-26.

• Replaced three old air compressors with
single energy efficient air compressors.
Monthly Power Saving achieved 36MW with
the capex investment of H 65 Lac. This will
result in recurring benefit.

demonstrating prudent financial management and
stable creditor relations.

c) Details relating to deposits covered under
Chapter V of the Act.

d) Neither the Managing Director nor the Whole-time
Directors of the Company receive any salary or
commission from any of the subsidiaries of the Company.

e) Issue of sweat equity shares to the employees or
Directors of the Company.

f) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• Dihydromyrcenol process yield improved,
hence there is reduction in raw material
consumption, utility consumption, water
consumption, effluent & number of batches of
reaction and distillation reduced.

• Several speciality chemicals across all units at
Mahad and Jhagadia process yields improved,
due to which there is reduction in raw material
consumption, utility consumption, water
consumption, effluent and number of batches
of reaction and distillation reduced.

ii. ENERGY CONSERVATION PLANNING FOR 2026-27

CAPITAL INVESTMENT:

• Solar power from Open access for Unit-I 1.35
MW & Unit-III 2.35 MW and for Unit-7 1.4MW
will start from 2026-2027. Legal approval is
under progress. Investment of H 265 Lakhs is
made and this will take the renewable energy
share in total electricity consumption to 35%.

• Planning to reduce RO reject to 40% by
installing ultra high-pressure RO. This will help
to reduce steam consumption & improve the
recycling of water.

• Planning of replacement of conventional
DM Plant with Advanced technology RO EDI
wherein intake of MIDC water and reduction of
effluent generation.

• Steam Conservation by doing the reengineering
of steam generation, distribution, consumption
and condensate recycling system. Proposed
to achieve the steam saving of 7 TPH.

• New area Rainwater harvesting system
installation across the units will be
planned in 2025-2026.

• Value added products from the side stream
of various production processes with
purification & treatment.

• Green Technology development at pilot scale
from intermediates of various Products.

iii. New Process Developments:

• More than 15 new products of speciality
aroma chemicals used in fine fragrances
as per the 5K Vision of the Company. New
products are under progress at R &D level and
which has shown significant success. The
Company shall convert the success of these
research activities undertaken by taking it into
development process in due course of time.

• More than 9 products are at the Development
Process at the Pilot plant stages following
the success in the Research. The Company

has outlined such products in its Phase 2 and
Phase 3 of Capex Expansion Plans and have
also started the Commercial Plant work based
on the success achieved at the Pilot stage
of development of the products. In-house
process developed for Alpha Pinene epoxide
to Alpha Campholenic Aldehyde by continuous
process at Kg scale of R&D.

• Continuous process for DHMOL is under
development for further yield improvement,
utility reduction.

• Improvements in few musk based products
by utilising the byproduct formed back to
the raw material.

B. TECHNOLOGY ABSORPTION

During the Financial Year 2025-26, the Company
advanced its research and development (R&D) initiatives,
emphasising sustainable practices and innovative
technologies. The Company's R&D strategy focused
on continuous batch processes, the development of
green technologies from intermediate products, and the
creation of value-added products from side streams.

During 2025-26 Company undertook below expenditure
on Research and Development:

Sr.

Particulars

Amount (in

No.

Lakhs)

A

Capital

206.76

B

Revenue

351.87

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars

Amount
(in Lakhs)

Foreign Exchange Earnings

1,48,774.43

Foreign Exchange Outgo

79,912.73

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Section 134(3)
(a) of the Act and the applicable Rules, the Annual Return of
the Company as on March 31,2026 in e-Form MGT-7 shall be
available on Company's Website at
https:// www.privi. com/
investor-relations/reports/annual-return.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there were no
transactions on these matters during the year under review:

a) There were no applications made or proceedings pending
under the Insolvency and Bankruptcy Code, 2016.

b) The Company did not enter into any one-time settlement
with banks or financial institutions regarding any loans,

ACKNOWLEDGEMENTS:

Your Directors' value the consistent support and
encouragement given by Customers, Suppliers, Bankers,
Business Associates and Government Agencies to the
Company. The Board of Directors also join in applauding the
employees at all levels for their dedication, hard work and
support at all times.

For and on behalf of the Board of Directors

Mahesh P Babani

Chairman & Managing Director
DIN: 0051162

Place: Navi Mumbai
Date: May 11, 2026

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