Priya Limited reported a net profit of ₹434.50 lakh for the year ended March 31, 2026, a turnaround driven by the recognition of exceptional items amounting to ₹803.39 lakh. Despite the annual profit, the company recorded a loss of ₹90.25 lakh for the quarter ended March 31, 2026. The company, which has ceased business operations due to blocked bank accounts, reported nil revenue from operations for both the quarter and the year.

The Board of Directors approved the audited financial results on May 28, 2026. The results were reviewed by the Audit Committee and are subject to an adverse opinion from the statutory auditors, M/s. JM & Associates. The auditors highlighted that the company's accounts have been declared as Non-Performing Assets (NPA) and that total liabilities exceed total assets by ₹4,463.55 lakh, resulting in a negative net worth.

Financial Performance

The exceptional items recognized during the year represent a notional gain arising from the auction of office premises conducted by banks. The company stated that it did not make any tax provision for this auction, relying on legal judgments that capital gains tax is not applicable when assets are appropriated towards security. However, the auditors noted that the precise impact on profitability and net worth cannot be reliably assessed.

Auditor's Observations and Governance

The statutory auditors issued an adverse opinion, citing material uncertainties regarding the company's financial position. They pointed out that the company has not provided relevant bank statements or confirmations for NPA accounts, making it impossible to verify the accuracy of interest provisions amounting to ₹357.05 lakh and outstanding interest liabilities of ₹2,763.82 lakh. Additionally, the auditors noted that the company has not approached regulatory bodies for approval to write off trade receivables amounting to ₹3,953.81 lakh.

In governance developments, the Board re-designated Mrs. Hema Thakur as an Independent Non-Executive Women Director effective May 28, 2026. The Board also reconstituted the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. The company remains classified as a willful defaulter by Indian Bank, Bank of Maharashtra, and Union Bank of India, a status the management has contested.

Independent Director Hema Thakur resigned from Priya Limited effective May 25, 2026, citing declining health and old age. The resignation, submitted under Regulation 30(6) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, was accepted by the Board on the same date. This change impacts the company's board composition and committee structure.

The company confirmed that there are no other material reasons for the resignation beyond those stated in the resignation letter dated May 25, 2026. The disclosure was made in compliance with Para A of Part A Schedule III of the Listing Regulations and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015.

Thakur requested that the company file the requisite return with the Registrar of Companies in Mumbai, Maharashtra. She expressed gratitude to her colleagues on the Board for their support during her tenure. The resignation is effective from the close of business hours on May 25, 2026.