డైరెక్టర్ల నివేదిక Prizor Viztech Ltd.

Your Directors have the pleasure in presenting 09^th Annual Report of Prizor Viztech Limited (“the Company”) on the
Business and Operations of your Company together with the Audited Standalone and Consolidated Financial Statements
of the Company for the financial year ended 31st March, 2026.

FINANCIAL RESULTS:

The financial performance (standalone and consolidated) for the year ended 31st March, 2026 is summarized below:

FINANCIAL PERFORMANCE HIGHLIGHTS
Consolidated results

The Net Revenue from Operations for FY 2025-26 stood at Rs. 15,298.80 Lakhs, as against Rs. 7,109.37 Lakhs in FY
2024-25, registering a significant growth of 115.21%.

The Profit Before Tax (PBT) for FY 2025-26 stood at Rs. 2,820.93 Lakhs, as against Rs. 1,366.52 Lakhs in FY 2024-25,
representing a substantial growth of 106.40%.

The Profit After Tax (PAT) for FY 2025-26 stood at Rs. 2,094.28 Lakhs, as compared to Rs. 1,014.84 Lakhs in FY 2024¬
25, registering a strong growth of 106.36%.

Standalone results

The Net Revenue from Operations increased to Rs. 14,794.13 Lakhs during the current financial year from Rs. 7,109.37
Lakhs in the previous financial year, registering an increase of Rs. 7,684.76 Lakhs, representing a significant growth of
108.10%.

The Profit Before Tax (PBT) for the current financial year stood at Rs. 2,796.17 Lakhs, as against Rs. 1,367.03 Lakhs in
the previous financial year, reflecting an increase of Rs. 1,429.14 Lakhs and a substantial growth of 104.55%.

The Profit After Tax (PAT) for the current financial year stood at Rs. 2,075.76 Lakhs, as compared to Rs. 1,015.26 Lakhs
in the previous financial year, registering an increase of Rs. 1,060.50 Lakhs, representing a strong growth of 104.46%.

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

TRANSFER TO RESERVES

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

With a view to conserve the resources for future prospects of the Company, your directors regret to declare dividend for
the financial year 2025-26.

MAJOR EVENTS OCCURED DURING THE YEAR
Opening of Manufacturing Facility

Prizor Viztech Limited proudly inaugurated its first integrated manufacturing facility in Gandhinagar, Gujarat, with an
installed capacity of 50 lakh CCTV cameras annually in a single shift - equivalent to 4,16,000 units per month or 16,000
units per day.

This facility marks a strategic leap from assembly to full-scale manufacturing, featuring:

¦ SMT Line Machines for in-house PCB production

¦ Housing Mold Machines for plastic dome & bullet camera bodies

¦ Laser Branding Machines for precision engraving

¦ Server Room for P2P cloud & IP/NVR data storage infrastructure

With this, Prizor becomes a vertically integrated manufacturer, boosting self-reliance and innovation in India’s surveillance
sector.

BIS ER Certificate

The Company has been granted BIS-ER certification under the Compulsory Registration Scheme (CRS), bearing
Registration No. R-72015407, following successful evaluation at an STQC-certified laboratory. The certification is
mandatory for notified electronic and IT products intended to be marketed and sold in the Indian market and confirms that
the Company’s registered products comply with the applicable quality, safety and performance standards prescribed in
India.

The receipt of the BIS-ER certification enables the Company to market its registered products in India in accordance with
the applicable regulatory requirements. This certification further strengthens the Company’s regulatory compliance
framework, enhances customer confidence in the quality and reliability of its products, and reinforces its commitment to
adhering to the standards and objectives of the Government of India relating to product safety, quality assurance and
standardisation.

Preferential Issue

During the financial year under review, the Members of the Company, at their Extraordinary General Meeting held on
Saturday, November 01, 2025, approved the creation, issuance, offer and allotment, on a preferential basis, of up to
11,60,000 (Eleven Lakhs Sixty Thousand) Warrants (“Warrants”), each convertible into or exchangeable for one (1) fully
paid-up Equity Share of face value ?10/- (Rupees Ten only) each, at an issue price of ?291/- (Rupees Two Hundred Ninety-
One only) per Warrant (including a premium of ?281/- per Warrant), aggregating up to ^33,75,60,000/- (Rupees Thirty-
Three Crores Seventy-Five Lakhs Sixty Thousand only).

As on March 23, 2026, 1,05,000 warrants were converted into 1,05,000 equity shares of the Company having a face value
of Rs. 10/- each, which were allotted to the respective non-promoter allottees, in accordance with the applicable terms and
regulatory requirements.

INDUSTRY OVERVIEW

GLOBAL VIDEO SURVEILLANCE AND SECURITY MARKET

The global video surveillance market was valued at USD 84.12 billion in 2025 and is projected to reach approximately
USD 94.43 billion in 2026. The market continues to witness robust growth, driven by rapid technological advancements,
including the integration of artificial intelligence (AI), machine learning (ML), cloud computing and 5G connectivity,
alongside increasing security requirements across manufacturing facilities, industrial establishments, public infrastructure
and private premises.

Regionally, Asia Pacific accounted for the largest share of the global video surveillance market in 2025 and is expected to
remain the fastest-growing regional market through 2035. The region''s growth is underpinned by rapid urbanisation,
expanding smart city initiatives, increasing security awareness, rising surveillance adoption across residential and
commercial sectors, and its well-established electronics and manufacturing ecosystem.

REVIEW OF BUSINESS OPERATIONS

Our Company is engaged in the business of providing security and surveillance solutions by offering comprehensive range
of CCTV cameras which serves different verticals like retail, government, educational and infrastructure, among others.
Our Company is a registered vendor under a government initiative scheme called "Make in India" (GEM). Our products
are successfully distributed across 19 states in India, with a strong presence in key regions such as Maharashtra, Gujarat,
Tamil Nadu, Delhi, Andaman & Nicobar Islands, and Jammu & Kashmir.

Prizor is led by experienced promoters with 7 and 11 years in the industry, whose strategic guidance and deep expertise
drive our growth, market responsiveness, and strong customer relationships.

CHANGE IN THE NATURE OF BUSINESS AND REGISTERED OFFICE ADDRESS:

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

CAPITAL STRUCTURE:

The capital Structure of the Company as on March 31, 2026 is as follows:

Increase in Authorized Share Capital during FY 2025-2026.

The Authorized Share capital of the company was increased from Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakh
only) divided into 1,25,00,000 (One Crore Twenty-Five Lakh) Equity Shares of Rs, 10/- (Rupees Ten only) each to Rs.
15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of ?10/-
(Rupees Ten Only) each vide shareholders’ approval in the Extra-Ordinary General Meeting held on November 01, 2025.

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

¦ The company had issued up to 11,60,000 (Eleven Lakhs Sixty Thousand) convertible Warrants (“Warrants”), each
convertible into or exchangeable for 1 (one) fully paid-up Equity Share of face value of ?10/- (Rupees Ten only)
each of the Company, at an issue price of ?291/- vide shareholders’ approval in the Extra-Ordinary General Meeting
held on November 01, 2025 to the Promoter Group and Public Shareholders.

¦ On March 23, 2026, 1,05,000 warrants were converted into 1,05,000 equity shares of the Company having a face
value of Rs. 10/- each, which were allotted to the respective non-promoter allottees. Consequently the paid up
capital of the company was increased from 1,06,91,203 Shares of Rs. 10/- each aggregating to Rs. 10,69,12,030/-
to 1,07,96,203 Shares of Rs. 10/- each aggregating to Rs. 10,79,62,030/-.

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

Subsequent to the close of the financial year, the Company undertook certain strategic initiatives aimed at strengthening its
business operations and expanding its market presence.

On April 11, 2026, the Company opened a new office at Chittaranjan Avenue, Room No. 3, Flat No. 2, 1st Floor, 44,
Kolkata - 700012, with the objective of enhancing its regional presence and improving operational reach in Eastern India.

Further, on April 20, 2026, the Company expanded its product portfolio by launching Car Dash Camera, Video Door Phone,
Pocket Camera (BFSI Use), and Access Control System, which are expected to strengthen its market position and support
future growth.

On August 27, 2026, the company in its Board of Directors meeting have issue, offer and allot, up to 15,13,600 fully paid
up equity share of the Company of Face Value of ? 10/- (Rupees Ten Only) to Non-Promoter/ Public Shareholders on a
preferential basis (“Preferential Issue”) at an issue price of ? 876/- (Rupees Eight Hundred Seventy-Six only) (including
premium of ? 866/-) per Warrant aggregating upto ? 1,32,59,13,600/- (Rupees One Hundred Thirty-Two Crore Fifty-Nine
Lakh Thirteen Thousand Six Hundred Only).

These developments reflect the Company’s continued focus on expansion, innovation, and strengthening its business
operations.

CREDIT RATING

During the financial year under review, the Company had not obtained a credit rating.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company as on March 31, 2026 is as follows:

Retirement by rotation and subsequent re-appointment:

Ms. Mitali Gauswami, Managing Director of the Company, were liable to retire by rotation at the ensuing Annual General
Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re¬
enactments) thereof for the time being in force), and being eligible have offered herself for re-appointment.

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

Change in Board Composition

Changes During financial Year 2025-2026

During the period under review, there were no changes in the board composition.

Changes in Board Composition after end of financial Year.

Ms. Preety Priya Ghosh (DIN: 09811959) has tendered her resignation from the position of Independent Director of the
Company, with effect from May 11, 2026.

Ms. Falguni Prajapati is appointed as Additional Director in capacity of Independent Director of the company with effect
from August 27, 2026. Appropriate business for her regularization is being placed for the approval of the shareholders of
the Company at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the
Notice convening the ensuing AGM of the Company.

The Board of Directors n their meeting held on August 27, 2026, Approved Change in Designation of Mr. Dahyalal
Prajapati (DIN: 09592327) from Independent Director to Non-Executive Director.

Key Managerial Personnel

During the financial year under review, there were no changes in the Key Managerial Personnel (KMP) of the Company.
The composition of Key Managerial Personnel remained unchanged throughout the year in accordance with the provisions
of the Companies Act, 2013.

As per the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Key Managerial Personnel as on March 31, 2026 are as follows:

DECLARATION BY INDEPENDENT DIRECTORS:

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

At the meeting of the Board of Directors held on April 22, 2026, the Board of Directors of the Company has taken on record
the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the
veracity of the same. The Independent directors have complied with the code for independent director as prescribed in
schedule IV of the Companies Act, 2013 and code of conduct for the board of directors and senior management personnel
of the company.

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

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

MEETINGS OF BOARD OF DIRECTORS

The Board of directors duly met 11 (Eleven) times. The dates are as follows: 22.04.2025, 24.04.2025, 28.04.2025,
05.05.2025, 28.05.2025, 30.07.2025, 03.10.2025, 10.11.2025, 14.11.2025, 09.12.2025 and 23.03.2026.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

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

BOARD COMMITTEES

There are various committees constituted as stipulated under the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 namely Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, and Corporate Social Responsibility (CSR) Committee.

1. AUDIT COMMITTEE

The Company has formed the Audit Committee vide resolution as per the applicable provisions of the Section 177 of the
Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The constituted Audit
Committee comprises following members as on March 31, 2026.

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

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

The committee members met 05 times during the Financial Year 2025-26. The meetings were held on May 28, 2025,
October 03, 2025, November 13, 2025, December 09, 2025 and March 23, 2026.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed the Nomination and Remuneration Committee as per Section 178 and other applicable provisions
of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Nomination and
Remuneration Committee comprises the following members as on March 31, 2026:

*Ms. Preety Priya Ghosh Member of the committee resigned w.e.f. May 11, 2026.

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

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

The committee members met 02 times during the Financial Year 2025-26. The meetings were held on May 28, 2025 and
October 03, 2025.

3. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of
the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The constituted
Stakeholders Relationship Committee comprises the following members as on March 31, 2026:

*Ms. Preety Priya Ghosh Chairman of the committee resigned w.e.f. May 11, 2026.

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

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

The committee members met 01 times during the Financial Year 2025-26. The meetings were held on March 23, 2026.

4. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Our Company has formed the Corporate Social Responsibility (CSR) Committee as per Section 135 and other applicable
provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The
constituted Corporate Social Responsibility (CSR) Committee comprises the following members as on March 31, 2026:

*Ms. Preety Priya Ghosh Chairman of the committee resigned w.e.f. May 11, 2026.

The Company Secretary of our Company is acting as a Secretary to the Corporate Social Responsibility (CSR) Committee.

The roles and terms of reference of the committee are in compliance with the Section 135 of the Companies Act, 2013.
The committee members met 01 times during the Financial Year 2025-26. The meetings were held on April 22, 2025.

AUDIT COMMITTEE RECOMMENDATIONS:

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

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of
Companies Act, 2013 read with the Rules framed thereunder and the SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015.

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

The said policy is available on the Company’s website athttps://www.prizor.in/policies/nomination-and-remuneration-
policv.pdf.

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

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and in compliance with the
requirements of SEBI (LODR) Regulations, 2015, the Board has carried out the annual evaluation of the performance of
the Board as a whole, Individual Directors including Independent Directors, Non-Independent Directors, Chairperson and
the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the
Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its
Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution
and performance of specific duties, obligations and governance.

The exercise was also carried out to evaluate the performance of individual Directors including the Chairman of the Board,
who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding
the interest of the Company and its minority shareholders etc.

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

SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANY

Your Company had one subsidiary named Prizor AI tech India Limited (PAIL). During the year under review, consequent
to dilution of the Company''s shareholding in PAIL from 51% to 5%, PAIL ceased to be a subsidiary of the Company with
effect from March 30, 2026.

The details of holding/ subsidiary/ associate/ joint venture companies are given in Form No. AOC-1 in “Annexure - 2” of
this report.

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

Prizor Aitech India Limited

Prizor Aitech India Limited is engaged in the business of acquiring, owning, selling, exchanging or otherwise dealing in or
disposing of, letting on hire or lease, repairing and assembling all kinds of plant and machinery, equipment, computers,
peripherals, networking equipment, internet connectivity products, accessories, apparatus, spare parts, tools and
implements.

However, subsequent to dilution of shareholding during the year, the Company’s holding in Prizor Aitech India Limited
reduced to 5% as on March 30, 2026, and consequently, it ceased to be a subsidiary of the Company with effect from the
said date.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, Board of Directors
of the Company, hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting
standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March,
2026 and of the profit and loss of the Company for the financial year ended 31^st March, 2026;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) they have prepared annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively; and

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

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including
adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

During the year no reportable material weakness in the design or operation were observed.

FRAUDS REPORTED BY THE AUDITOR

The auditor of the Company has not reported any fraud to the Audit Committee or Board or to the Central Government
under Section 143(12) of the Companies Act, 2013.

PUBLIC DEPOSITS

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

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, Details of Unsecured Loans taken from Directors of the Company are given in the Notes to
the Financial Statements forming part of Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the
Notes to the Financial Statements forming part of Annual Report.

RELATED PARTY TRANSACTIONS

During the FY 2025-26, Company has entered into some transactions with related parties as defined under Section 2(76)
of the Companies Act, 2013, which were in the ordinary course of business and at arms’ length basis. Further, the
transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the
SEBI (LODR) Regulations, 2015.

The details of the related party transactions as required under applicable accounting standard are set out in Notes to the
financial statements.

The Company has formulated a policy on related party transactions, the same is available on Company’s website at

https://www.prizor.in/policies/policv-on-materialitv-of-related-partv-transactions-and-on-dealing-with-related-partv-

transactions.pdf.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the provisions relating to Corporate Social Responsibility became applicable to the
Company during the Financial Year 2025-26, as the Company''s net profit exceeded the prescribed threshold limit.

The brief outline of the Corporate Social Responsibility (“CSR”) policy of the Company and the initiatives undertaken by
the Company on CSR activities during the Financial Year under review are set out as “Annexure - [4]” and forms a part
of this Annual Report. The CSR Policy may be accessed on the Company’s website at:
https://www.prizor.in/investors/policies.

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

The information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014.

Conservation of Energy

In its endeavour towards conservation of energy your Company ensure optimal use of energy, avoid wastages and conserve
energy as far as possible.

Technology Absorption

The Company has not carried out any research and development activities.

Foreign Exchange Earnings and Outgo

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

RISK MANAGEMENT POLICY

The Company has a robust Risk Management policy. The Company through Board and Audit Committee oversees the Risk
Management process including risk identification, impact assessment, effective implementation of the mitigation plans and
risk reporting. Risk Management forms an integral part of the Company’s planning process.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the
business and functions are systematically addressed through mitigating actions on continuing basis. There are no risks,
which in the opinion of the Board threaten the existence of the Company.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism/ Whistle Blower Policy which is in compliance with the provisions of
Section 177(9) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR)

Regulations, 2015. The policy enables stakeholders, including individual employees, directors and their representative
bodies, to freely communicate their concerns about illegal or unethical practices, instances of unethical behaviour, actual
or suspected fraud or violation of the company’s code of conduct. The Policy provides adequate safeguards against
victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate or
exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously
investigated by the Chairman.

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

The Whistle Blower Policy has been disclosed on the Company’s website under the web link
https://www.prizor.in/policies/whistle-blower-policy.pdfand circulated to all the Directors / employees.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body
impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors’ Report and Financial Statements
which forms part of this Annual Report.

AUDITORS:

STATUTORY AUDITOR

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

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further
comments. The Auditors’ Report dated April 22, 2026 is unmodified and does not contain any qualification, reservation or
adverse remark. No fraud has been reported by the Auditors to the Audit Committee or the Board.

SECRETARIAL AUDITOR

The Board has appointed M/s Insiya Nalawala and Associates, Practicing Company Secretaries to undertake the Secretarial
Audit of the Company for the financial year 2025-2026 pursuant to the provisions of Section 204 of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR)
Regulations, 2015 as amended.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report in the prescribed Form No. MR - 3 for the Financial Year 2025-26 is annexed herewith as
“Annexure - 5” to this Report. The Secretarial Auditor has not reported any qualification, reservation or adverse remark
or disclaimer in her report dated August 27, 2026.

INTERNAL AUDIT & CONTROLS

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

COST RECORDS AND COST AUDIT

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

COMPLIANCE WITH SECRETARIAL STANDARD

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

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against the company under the IBC.

IMPLEMENTATION OF CORPORATE ACTION

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

ANNUAL RETURN

Annual Return i.e. Form MGT-7 can be accessed on the Company’s website at: www.prizor.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

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

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

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

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

An Internal Complaints Committee has been set up to Redress complaints related to sexual harassment. During the Financial
year 2025-26, the company has not received any complaint of sexual harassment at workplace.

Further, there was no complaint pending at the beginning of the year or at the end of the year. Company have
complied with the provisions of the Sexual Harassment of Women at Workplace Act, 2013 to ensures a safe
workplace for all employees.

MATERNITY BENEFIT ACT, 1961

During the Financial Year 2025-2026, the company is in compliance with the provisions of Maternity Benefit Act, 1961

WEBSITE

As per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has
maintained a functional website namely “www.prizor.in” containing basic information about the Company. The website of
the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated
officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all
stakeholders of the Company.

APPRECIATION

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

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

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

Date: August 27, 2026 Mitali Gauswami Dasharathbharthi Gauswami

Place: Ahmedabad DIN: 07712190 DIN: 07712175

Chairman and Managing Director Whole-time director and CFO

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

FINANCIAL RESULTS:

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

PERFORMANCE HIGHLIGHTS:Consolidated results

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

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

Standalone results

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

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

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

REVIEW OF BUSINESS OPERATIONS & FUTURE OUTLOOK:

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

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

TRANSFER TO RESERVES:

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

DIVIDEND:

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

CHANGE IN THE NATURE OF BUSINESS AND REGISTERED OFFICE ADDRESS:

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

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

WEB LINK OF ANNUAL RETURN, IF ANY:

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

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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

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

Prizor Aitech India Limited

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

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

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

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

CAPITAL STRUCTURE:

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

Increase in Authorized Share Capital

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

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

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

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

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

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

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

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

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

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

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

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

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

MEETINGS OF BOARD OF DIRECTORS:

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:• Retirement by rotation and subsequent re-appointment

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

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

• Change in Board Composition

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

• Key Managerial Personnel

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

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

BOARD COMMITTEES:

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

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

1. AUDIT COMMITTEE

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

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

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

2. NOMINATION AND REMUNERATION COMMITTEE

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

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

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

3. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

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

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

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

AUDIT COMMITTEE RECOMMENDATIONS:

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

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

• Nomination and Remuneration Policy :

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

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

• Corporate Social Responsibility (''CSR'') Policy:

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

• Risk Assessment & Management Policy:

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

• Related Party Transactions Policy:

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

• Policy on Determination of Materiality of Event or Information :

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

• Preservation of Documents Policy:

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

• Code of Conduct for Prevention of Insider Trading:

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

• Dividend Distribution Policy :

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the FY 2024-25, Company has entered into some transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms’ length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015. All transactions with related parties were entered with prior approval of the Audit Committee.

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

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

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

AUDITORS:

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

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

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

SECRETARIAL AUDITOR:

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

SECRETARIAL AUDIT REPORT:

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

COST RECORDS AND COST AUDIT:

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

INTERNAL AUDIT & CONTROLS:

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

COMPLIANCE WITH SECRETARIAL STANDARD:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CORPORATE GOVERNANCE REPORT:

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

IMPLEMENTATION OF CORPORATE ACTION:

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

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

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

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

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

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

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

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

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

VIGIL MECHANISM:

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

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

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

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

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

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

(a) Conservation of energy

(b) Technology absorption:

PUBLIC DEPOSITS

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

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

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

WEBSITE

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

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

APPRECIATION:

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

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