The Directors' present this Fortieth Annual Report of Privi Speciality Chemicals Limited together with the Audited Financial Statements of the Company for the year ended March 31,2025.

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

OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS (CONSOLIDATED):

During the year under review, the consolidated revenue from operations and other income was ' 2,12,183.65 Lakhs (Previous year ' 1,77,853.43 Lakhs). The Company achieved consolidated profit before tax of ' 25,452.28 Lakhs (Previous year ' 12,990.93 Lakhs) and profit after tax & Other Compressive Income of ' 18,460.73 Lakhs (Previous year ' 9,584.24 Lakhs). The EPS on Consolidated financial statements for the year ended March 31,2025, was ' 47.87 (Previous year ' 24.43) on a diluted basis.

CAPITAL STRUCTURE:

The paid-up Equity Share Capital as on March 31,2025, was ' 39,06,27,060 and Authorised Capital was of ' 55,00,00,000. During the year, there was no change in the Capital structure i.e., Authorised, Issued and Paid-up Equity Share Capital of the Company. The Company has only one class of shares.

EMPLOYEE STOCK OPTION SCHEME:

In order to motivate, incentivise and reward loyalty of employees, recognise past performance, attract and retain talent, thereby drive future growth, the Company

implemented its first Employee Stock Option Scheme 2024 (ESOP 2024). The ESOP scheme was approved by the members through Postal Ballot dated January 09, 2025. The Scheme ESOP 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.

As approved by the Members, the scheme has also been extended to the employees of group Companies including Subsidiary(ies) or Associate Company(ies). The members 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 under ESOP 2024.

In the year 2024-25, 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 03, 2025, have recommended a Final Dividend of ' 5.00/- (i.e.50%) per equity share for the 2024-25. A proposal seeking shareholders’ approval for declaration and payment of the said final dividend for 2024-25 is forming part of the Notice of 40th Annual General Meeting. If approved by the shareholders, the Final Dividend will be paid to those shareholders whose names appear in the Register of Members as on Book Closure Date on and before August 30, 2025.

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.

Our Company’s Dividend Distribution Policy aims to strike a thoughtful balance between rewarding shareholders and sustaining long-term financial health. Dividend declarations are guided by a thorough assessment of our financial performance, liquidity position, future growth strategies, and applicable regulatory obligations. The Board regularly reviews factors such as profitability, retained earnings, and market dynamics before proposing any dividend. We remain fully compliant with the regulatory framework while focusing

on maximising shareholder value. This disciplined and strategic approach reflects our commitment to consistent value creation and prudent capital management.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI 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://www. 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 Friday, July 25, 2025, to Friday, August 01, 2025 (both days inclusive) and the Company has fixed Thursday, July 24, 2024, as the "Record Date" for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2025.

SUBSIDIARY COMPANIES:

Your Company has three Subsidiaries out of which two are wholly owned subsidiaries namely Privi Biotechnologies Private Limited and Privi Speciality USA Corporation. Prigiv Specialties Private Limited is a subsidiary wherein your Company controls 51% of total voting power and also controls the Composition of Board of Directors.

The Consolidated Financial Statements presented by the Company includes the financial results of its subsidiary companies. Further, as provided in Section 136 of the Act, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached to the Financial Statements of the Company. The Company will make available free of cost the Audited Financial Statements of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

As provided in Section 129[3] of the Act and Rules made thereunder, a statement containing the salient features of the financial statements of its subsidiaries in the format AOC 1 is attached to the financial statements as Annexure - 1.

TRANSFER TO RESERVES:

The Board of Directors decided to retain the entire number

of Profits post distribution of Dividend for the Financial Year

2024-25 in the Retained Earnings.

MAJOR EVENTS OCCURRED DURING THE YEAR UNDERREVIEW:

a) Trishul Award

For achieving the highest export performance, the Company has been awarded the prestigious "Trishul Award" by honourable Union Minister of State for Ministry of Chemicals and Fertilisers & Ministry of Health and Family Welfare, Government of India Ms. Anupriya Patel and CHEMEXCIL. This award recognises the industry’s top exporter in large sector category, signifying exceptional export excellence and representing the highest accolade conferred by CHEMEXCIL.

b) Commencement of Commercial Production by Joint Venture Company, Prigiv Specialties Private Limited

The Joint Venture Company, Prigiv Specialties Private Limited have commenced its operations at its greenfield facility in the Mahad, Maharashtra. This greenfield facility is a state-of-the-art manufacturing unit, custom-built to produce small volume fragrance ingredients of medium to high complexity exclusively for Givaudan. The total capital expenditure incurred for this project is approximately ' 178 Crores, funded through equity contributions from both partners and loan financing from Givaudan. Privi holds a 51% equity stake in the joint venture with Givaudan holding the remaining 49%. The JV initially targets to manufacture a broad portfolio of value-added products with a progressive ramp up in activities over the next two to three years The Commercialisation of operations further solidifies the partnership between the two companies, who have had a long-standing relationship.

The joint venture’s infrastructure has also been expanded with an additional 5-acre area, adjacent to the existing 4-acre site, laying the foundation for significant future growth.

c) Improved CDP Score

We are delighted to report an enhancement of our CDP score indicating enhanced transparency, accountability and action towards environmental sustainability. Climate Change: Improved from B- to B Water Security held at A-Forest sustained at B

These enhanced and consistent scores reflect our commitment to transparent reporting and effective environmental action. Though we celebrate this achievement, we continue to push forward on our sustainability agenda and further align with science-based targets and international best practices.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

At your company, sustainability isn’t just a practice-it’s a deeply rooted belief and culture. From sustainable manufacturing and product safety to economic analysis, socially responsible sourcing, and a community-focused supply chain, your approach embraces every facet of sustainable development.

In alignment with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-and as guided by SEBI Circulars dated May 05, 2021, May 10, 2021, and July 12, 2023-the top 1000 listed companies by market capitalisation are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report. Your company proudly upholds this mandate, further reinforcing its commitment to transparent, responsible, and sustainability-driven business practices.

The BRSR initiatives taken from an Environmental, Social and Governance perspective in the prescribed format is available as a Separate Section of this Report and is also available on the Company’s website: www.privi.com.

DEPOSITS FROM PUBLIC:

The Company has not accepted any Deposits from public and as such no amount on account of Principle 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 March 10, 2025, 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 IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which the dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to the amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided in the General Shareholders Information Section of this Annual Report.

DETAILS OF NODAL OFFICER:

According to rule 7(2A), each company shall nominate a Nodal Officer, who shall either be a Director or Chief Financial Officer or Company Secretary of the Company. The Company had appointed Ms. Ashwini Saumil Shah, Company Secretary and Compliance Officer of the Company as a Nodal Officer as per the abovesaid rule.

TECHNICAL ACHIEVEMENT:

The Company keeps on exploring the possibility of technical improvement and process optimisation for better yields / product mix / energy efficiency.

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 Companies Act, 2013. 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. The Policy is available on the Company’s website at http:// www.privi.com/investor-relations/corporate-governance/ company-policies.

BOARD EVALUATION:

The Evaluation of Board, its Committees, Individual Directors (Independent and Non-Independent Directors), Executive Director and Chairman & Managing Director was carried out as per the process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee. The evaluation report criteria for Independent Directors include participation and contribution by a director in Board / Committee Meetings, commitment, expertise, integrity, maintenance of confidentiality and independent behavior. The feedback on evaluation of the Board and its Committees was discussed at the meeting of the Independent Directors and coordinated by the Chairperson of the Nomination & Remuneration Committee. The Independent Directors met on March 03, 2025, with respect to the above process.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 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:

(i) that in the preparation of the financial statements for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 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 viz. March 31, 2025, 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, Mr. Naresh Madhu Tejwani (DIN: 008474) and Mrs. Priyamvada Ashesh Bhumkar (DIN: 00726138) were appointed as Additional Directors in the capacity of Independent Directors w.e.f. October 25, 2024. The Shareholders approved their appointment through postal ballot on January 09, 2025.

Mr. D. T. Khilnani and Mrs. Anuradha Thakur, Independent Directors of the Company, resigned with effect from March 31,2025. Mr. Khilnani expressed his inability to continue as an Independent Director of the Company due to age and health reasons. Mrs. Thakur’s first term as an Independent Director concluded on March 31, 2025, and she opted to retire from all her professional engagements due to age-related considerations. Consequently, she did not seek reappointment for a second term.

As on date of this report there are a total of 6 (Six) Directors on the Board out of which 2 (Two) are executive directors and 4 (Four) are Non-Executive Independent Directors.

The Board epitomizes a blend of professionalism, knowledge, and experience, contributing significantly to the strategic direction of the Company. The Independent Directors appointed during the year symbolise professional integrity and are known for their extensive expertise and experience.

In line with Section 152 of the Companies Act, the Companies (Management & Administration) Rules, 2014, and the Articles of Association of the Company, Mr. Bhaktavatsala Doppalapudi Rao (DIN 00356218), an Executive Director, is due to retire by rotation at the upcoming Annual General Meeting.

Mr. Bhaktavatsala Doppalapudi Rao, being eligible, has offered himself for reappointment. The Board of Directors recommends his reappointment, acknowledging his invaluable contributions to the board and the Company at large.

KEY MANAGEMENT PERSONNEL (KMP):

In terms of Provisions of Section 251 and Section 203 of the Act, the following are the KMP’s of the Company as on March 31,2025:

1. Mr. Narayan S. Iyer - Chief Financial Officer

2. Ms. Ashwini Saumil Shah - Company Secretary & Compliance Officer

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

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 2.

The Statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. However, in accordance with Section 136 of the Act and the stated rules, the annual report and financial statements dispatched to shareholders and other stakeholders do not include this specific employee statement. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid Statement. The said statement is open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary 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 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. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at https:// www.privi.com/Downloads/Policies-PSCL/PSCL-Policy-on-Related-Party-Transactions-V-1-2.pdf

All related party transactions entered during 2024-25 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. An omnibus approval is obtained for 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 were 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 2024-25 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 CONTROL AND ITS ADEQUACY:

Adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place and have been operating effectively. The Directors have laid down policies and procedures which are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company 's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Apart from this your Company has also engaged a full-fledged professional Internal Audit firm to test and check the Internal Controls of all systems and suggest corrective and remedial measures.

The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals. The Statutory Auditors have also issued a report on the review of Internal Financial

Controls (ICFR) and have stated that the Internal Controls over Financial Reporting are adequate and operating effectively.

GOVERNANCE AND COMPLIANCE:

The Secretarial and Legal functions of the Company ensure maintenance of good governance at all levels. They assist the Company by being compliant in all areas including legislative expertise, corporate structuring, regulatory changes and governance. Compliances across various locations are monitored through a Legal Risk Management System.

RISK MANAGEMENT POLICY:

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 https://www.privi.com/Downloads/Policies-PSCLZPSCL-Risk-Management-Policy--V-1-1.pdf

The Policy provides a framework for identification, evaluation, management, continuous monitoring of risks and implementation of mitigation strategies. The risk management strategy is integrated with the overall business strategies of the organisation and its mission statement to ensure that its risk management capabilities aid in establishing competitive advantage and allow management to develop reasonable assurance regarding the achievement of the Company’s 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.

A sub-committee consisting of the Head of the Department / Senior Leadership Team of the Company has been formed which meets monthly. A systematic review of risks identified is subject to a series of focused meetings of the empowered Sub-Committee. Each sub-committee member ensures the effectiveness of the risk monitoring process across his work area and the sub-committee makes assessments of long term, strategic, macro risks and implementation of mitigation strategies across business units.

REPORTING FRAUD:

During the year, 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 details of which need to be mentioned in this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a dedicated section of this report. This analysis is integral to understanding the context of our financial results and the strategic initiatives undertaken by the Company during FY2024-25.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy which has been approved by the Board. The other details of the CSR activities as required under Section 135 of the Act are given in the CSR Report as Annexure 2 to this Report.

VIGIL MECHANISM AND WHISTLEBLOWER POLICY:

As required under the Act and Listing Regulations, the Company has devised an effective Whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies, to communicate their concerns about illegal or unethical practices freely. The Company has adopted a Vigil Mechanism and Whistleblower Policy ('the Policy’) for stakeholders to report concerns about any unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. Protected disclosures can be made by a whistleblower through several channels. The Policy provides for adequate safeguards against victimisation of employees. No personnel of the Company have been denied access to the Chairman of the Audit Committee. The Policy also facilitates all employees of the Company report any instance of leakage of unpublished price sensitive information.

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

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

2013:

The Company has adopted 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 made thereunder. The Company has

also constituted Internal Complaints Committee (ICC) for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act.

No complaints were pending at the beginning of the financial year. No complaint was made/pending as at the end of the financial year.

To build awareness in this area, the Company has been conducting awareness sessions during induction of new employees and periodically for permanent employees, third-party employees and contract workmen through online modules and webinars.

MEETINGS OF THE BOARD:

During the Financial Year 2024-25, 6 (Six) meetings of the Board of Directors took place. The time gap between two meetings was less than 120 days.

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 main document.

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. 35 to the Standalone Financial Statements.

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 fiscal year in question to 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:

Throughout 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:

A Report on Corporate Governance along with a certificate from a Practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated in Regulation 34 of Listing Regulations, 2015 as also the Management Discussion and Analysis Report are annexed to this Report.

AUDITORSI. STATUTORY AUDITORS AND THEIR REPORT:

The auditors M/s. BSR & Co. LLP Chartered Accountants, were appointed as Statutory Auditors at the 35th Annual General Meeting (AGM) held on November 02, 2020, for a term of five years, from the conclusion of 35th AGM till the conclusion of 40th AGM to be held for the year 2024-25.

The Board of Directors have, pursuant to the recommendation of the Audit Committee, recommended the re-appointment of M/s. BSR & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company for the further term of five years from the conclusion of 40th AGM till the conclusion of 45th AGM to be held for Financial Year 2029-30. They have furnished an eligibility certificate as well as 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.

The Board has duly reviewed the Statutory Auditor’s Report for the Financial Year ended on March 31,2025, and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board in their Report as provided under Section 134 of the Act.

II. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

As required by Section 204 of the Act, read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015, the Board has recommended the appointment of M/s. Rathi & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the period of five years starting from Financial Year 2025-26. M/s. Rathi & Associates is a peer reviewed firm and

they have furnished an eligibility certificate and peer review certificate.

The Report of the Secretarial Audit for the financial year ended on March 31,2025, is annexed to this Report and does not have any observations/comments.

III. COST AUDITORS:

As per 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, it has made and maintained such cost accounts and records.

The Board of Directors have, pursuant to the recommendation of the Audit Committee, appointed M/s Kishore Bhatia & Associates, Cost Accountants as the Cost Auditors of the Company for the Financial Year 2024-25. 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.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountant forms part of the Notice of the 40th AGM.

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 I. IMPACT ON ENERGY CONSERVATION IN THE FINANCIAL YEAR 2024-25:

• Total installed captive power plant is 1425 MW (500 MW & 925 MW). We generated 4332 MWH power from steam Turbine in 2024-25.

• VFDs are provided on the vacuum Pumps, Cooling Tower Pumps, Fans and Reactor agitators for optimising the power consumption. We have

installed VFDs for CT fans in the first stage in 2024-25. The total cost saving due to energy conservation is ' 50.67 Lakhs.

• Replaced the regular and CFL lighting with energy efficient LED lighting across all plants. Now we use LED lighting throughout the plant.

• By recycling Treated effluent water (ZLD ~ 400450 KLD), specific consumption of water has been brought down significantly to almost NIL in some of the plants.

• Rainwater harvesting is done and the same is used for process applications and gardening (3603 KL recycled).

• Solar Power (400 KWH) installed & total power generated by Roof top solar plant is 478.95 MW during 2024-25.

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

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

• 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.

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

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

II. ENERGY CONSERVATION PLANNING FOR 2024-25/CAPITAL INVESTMENT:

• Solar power from Open access for Unit-I 1.35 MW & Unit-III 2.35 MW & for Unit-7 1.4MW will start from 2025-2026. Legal approval is under

progress. Investment of ' 265 Lakhs is made & this will take the renewable energy share in total electricity consumption to 50%.

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

• Steam conservation approx. 11500 Kg/hr by heat recovery using TVR technology (3500 Kg/hr from DHMOL column & 8000 Kg/hr from CST).

• During Steam conservation Cooling tower

requirement will reduce i.e 630 TR x 2 numbers.

• Cooling tower saving by replacing fan with

aerodynamics designed blade (MOC-FRP) for nearly 20 cooling towers.

• 7 Nos of Italvac vacuum pump to replace steam ejector this reduces steam consumption & effluent generation by 600 kg/hr.

• Power (Electricity) saving by optimisation of Brine plant, Air compressor plant & chilling plant.

• New improved Rainwater harvesting system

installation across the units will be completed in 2025-2026.

• Evaluating the option of Mechanical vapor

Recompression evaporation (MVRE) system, this will reduce the consumption of steam.

• 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:

• New products from Amberfleur intermediate such Silveramber and Ambersilk developed. Now in pilot.

• New products development such as Privilide (Habanolide), Privitolide (Exaltolide), Muskolide (Helvetolide)

• Batch Process to Continuous process in DHMOL.

• Batch Process to Continuous process in PCM.

• MPO by Resin process Green Technology

development at pilot scale

• Process improvement of Delta Damascone

process

• To introduce Aphermate, Menthofuran, L-Camphor Sulphonic acid, Privional (Helional), Pricyclal (Cyclal C) as new products.

B: TECHNOLOGY ABSORPTION

During the FY 2024-25, 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 2024-25 Company undertook below expenditure on Research and Development:

es, the Annual Return in Form MGT-7 shall be available on Company’s Website at https:// www.privi. com/investor-relations/reports/annual-return.

OTHER DISCLOSURES:

a. There were no changes in the nature of the business during the year under review.

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

c. The Company did not enter into any one-time settlements with banks or financial institutions regarding any loans, demonstrating prudent financial management and stable creditor relations.

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 us in applauding the employees at all levels for their dedication, hard work and support at all times.

Annual Return:

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Companies Act and the applicable