pvp ventures ltd Auditors report

To the Members of PVP Ventures Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the standalone financial statements of PVP Ventures Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the Standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in Basis of Qualified Opinion section below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") specified under Section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, (the Rules") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its Profit, total comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Qualified Opinion

a) We draw attention to Note no. 43 of the Standalone financial statements which describes that the Company had not created any provision for expected credit loss in the prior years towards the guarantee provided w.r.t loan availed by one of the subsidiaries, i.e., PVP Capital Limited from a bank. The aforesaid guarantee has been invoked in the current year. This is contrary to the requirements of Indian Accounting Standard - 109 - Financial instruments prescribed under the Rules. This has led to overstatement of previous year profits, understatement of current year profits and overstatement of retained earnings as at 1 April 2021 and 1 April 2022. However, we are unable to quantify the amounts on account of non-availability of management estimate of provisioning and related approvals/documentation etc. In the absence of the same, the Management has not performed a restatement of the previous year financial statements as required under Ind AS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors".

b) We draw attention to Note no. 48 of the Standalone financial statements, which explains that the Company is in the process of assessing its compliances under the Regulations of Foreign Exchange Management Act, 1999 and in the process of filing the required documents/condonation or compounding applications as may be required with the designated authority in connection with certain transactions with foreign parties relating to issuance/transfer/change of terms of convertible debentures. As stated in the said note, the Management is confident of completing all the required formalities and obtaining the required approval/ratification from the designated authority and there would be no material impact on the financial statements. However pending completion of the formalities and the receipt of required approvals from the designated authority, we are unable to comment on the impact arising out of the same on the financial statements for the year ended 31 March 2023 including the consequential effects thereof.

c) We draw attention to Note no. 49 of the Standalone financial statements, which explains that the Company is in the process of assessing its compliances under the Act and the SEBI (Listing Obligation and Disclosure Requirements, Regulations) 2015 ("SEBI Regulations") and the corrective action required w.r.t. the exceptions/qualifications highlighted by the secretarial auditor in their report for the year ended 31 March 2022. The Company is in the process of filing the required documents / condonation /compounding / adjudication of penalty applications as may be required with the designated authority. As stated in the said note, the Management is confident of completing all the required formalities and obtaining the required approval/ratification from the designated authority and there would be no material impact on the financial statements. However pending completion of the formalities and the receipt of required approvals from the designated authority, we are unable to comment on the impact arising out of the same on the financial statements for the year ended 31 March 2023 including the consequential effects thereof.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibility for the Audit of the Standalone Financial Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence by us is sufficient and appropriate to provide a basis for our qualified opinion on the standalone financial statements.

Emphasis of Matter

a) We draw attention to Note no. 30 of the Standalone financial statements w.r.t. exceptional gain (net) amounting to Rs. 6,870.67 lakhs dealing with the Waiver of Principal & Interest on the NonConvertible Debentures / Convertible Debentures, corporate guarantee invoked towards obligation of subsidiary Company and provision for doubtful Advances to subsidiary.

Our opinion is not modified in respect of above matter.

b) We draw attention to Note no. 42(b) of the Standalone financial statements which deals with waiver / accounting of Interest on Convertible Debentures (CDs). While the interest upto the period ended 30 June 2022 has been waived off, the management believes with transfer of CDs from one holder to another on 4 November 2022 and execution of the relevant documents (Form SH-4) as required under the Act, all the rights and obligations of the Company cease to exist w.r.t previous debenture holder and hence has not accrued interest amounting to Rs. 252.26 lakhs for the period 1 July 2022 to 4 November 2022, based on the understanding / arrangement with the parties.

Our opinion is not modified in respect of above matter.

c) We draw attention to Note no. 35 of the Standalone financial statements on various appeals that have been filed w.r.t Income Tax matters and are pending adjudication with the appellate authorities. The Company has been advised that it has a good case to support its stand hence does not warrant any provision in this regard.

Our opinion is not modified in respect of above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matters described in the Basis for Qualified Opinion section of our report, we have determined the matters described below to be the key audit matters to be communicated in our Report.

Contingent Liabilities in relation to Tax Litigations and Other Statutory Litigations

Key Audit Matter		Auditors Response
Adoption of New Income Tax Regime and Significant transactions having Tax impact		Principal audit procedures performed:
With effect from financial year 2019-2020, the Income Tax Act, 1961 (the IT Act) provides an option of paying income taxes at a lower rate subject to complying with certain prescribed conditions. During the year ended 31 March 2023, the Company opted to pay tax under Section 115BAA of the IT Act (new tax regime). In accordance with the new tax regime, the Company is not entitled to carry forward Minimum Alternate Tax (MAT) credit recognized in accordance with Section 115JB of the IT Act and consequently reversed the MAT Credit recognised in the books as on 31 March 2022 as a part of deferred tax expense recognised in the Standalone Statement of Profit and Loss for the year ended 31 March 2023. This amount is considered to be significant. The determination of the point in time at which the Company would shift to the new tax regime involved significant judgement and estimation regarding forecasting future taxable profits and realisation of MAT credit entitlement (an item of deferred tax asset). Since the impact of remeasurement of deferred tax assets as stated above was sensitive to these judgements and estimates, it affects the amount of deferred tax assets that are reversed in the standalone statement of profit and loss of the current year. During the year ended 31 March 2023, Corporate Guarantee given by the Company to a Bank had been invoked for loans availed by one of the step-down subsidiaries i.e., PVP Capital Limited (PVPCL). In Key Audit Matter accordance with legal opinion obtained by the Management, the amount paid to the bank on behalf of PVPCL has been claimed as business expenditure by the Company under Section 37 of the IT Act. Given the significant level of judgement involved and the quantitative significance, we have determined this to be a key audit matter.		• Examined the implications of the proposed tax regime to be adopted on the provision for tax of the Company.
		• Reviewed the Management assessment w.r.t. cost benefit analysis under the new tax regime based on our knowledge of the business.
		• Understood and evaluated the design and tested operating effectiveness of Companys controls w.r.t. estimations, recognition of deferred tax assets, recoverability of MAT credit and review by senior management.
		• Obtained and reviewed the legal opinion obtained by the Company for claiming corporate guarantee as a business expenditure.
		• Evaluated the appropriateness and adequacy of related disclosures in the standalone financial statements.
		Auditors Response
Provision for Investments in Subsidiaries	Principal audit procedures performed:
	• Understood and evaluated the design and tested operating effectiveness of Companys controls to assess the carrying value of its investments in subsidiaries and expected credit losses
	• Evaluated the appropriateness of the approach selected by the management to determine the recoverable amount
	• Obtained the audited standalone financial statements of the subsidiaries for the year ended 31st March 2023 and evaluated their financial performance.
	• Reviewed the audit report of the subsidiaries provided by the Component auditors to assess material uncertainties w.r.t. going concern
	... • Evaluated the adequacy of the disclosures made in the Standalone Financial Statements
The Company has made equity investments in the subsidiaries as follows as at 31 March 2023: Particulars Amount (in Lakhs) Investments (a) 55,685.96 Loans (b) 61,707.49 Total (c = a + b) 117,393.45 Less: Provision (d) 95,365.75 Carrying Value (e = c - d) 22,027.70 The Company has also provided loans and advances to these subsidiaries which have been treated as deemed investments in the absence of any repayment schedule. This has been treated as an equity infusion by the Company to provide support to the subsidiary Companies. As at the year ended 31 March 2023, the net worth of most of the subsidiaries stand substantially eroded and the Auditor of most of the subsidiaries have highlighted uncertainty w.r.t. going concern of the respective subsidiaries which indicates potential impairment of investment in those subsidiaries along with loans and advances given to such subsidiaries. In the current financial year, the Company has provided for an amount of Rs. 9,862.09 lakhs (included as exceptional item in the Statement of Profit and Loss) (Refer Note no. 30 to Standalone Financial Statements). Evaluation of provisioning to be made against investment in subsidiaries is considered as a key audit matter as it requires significant management judgement and estimates in addition to consideration of economic and entity specific factors in determination of the recoverable value used in Key Audit Matter assessment such as projected cash flows, and might be affected by changes in economic conditions.	.
Accounting of Non-Convertible Debentures (NCDs)		Principal audit procedures performed:
The Company had issued 1215 listed NCDs in June 2017 in two tranches : - Tranche A - 386 Debentures - Tranche B - 829 Debentures During the year, the Company redeemed the Non- Convertible Debentures in its entirety after extensions and obtaining waiver. The Company has paid Rs. 11,778.5 lakhs towards principal payments of Tranche A & B as on 31 March 2023 and entered into a One Time Settlement with debenture holder for waiver of principal amounting to Rs. 371.5 lakhs (Tranche B) and interest accrued of Rs. 7,445.54 lakhs (Tranche A & B) which is classified as an exceptional item. Given the significance of the amount involved, we have determined this to be a key audit matter.		• Examined the Debenture Trust Deed to understand the terms and conditions of the issuance and redemption of NCDs.
		• Tested the design, implementation and operating effectiveness of the Companys key controls in relation to accounting of waiver of principal & Interest and repayment of principal.
		• Obtained and evaluated the supporting document received w.r.t the waiver of principal & interest.
		• Examined the documents obtained from the Debenture trustee and filed with the Stock Exchange for redemption of Debentures.
		• Evaluated the appropriateness and adequacy of accounting and related disclosures in the standalone financial statements.
Conversion of Convertible Debentures (CDs) and accounting of corresponding Interest		Principal audit procedures performed:
		• Examined the Subscription Agreement along with the Merger order to understand the terms and conditions of the issuance and conversion of CDs.
The Company had allotted 13,289 Convertible debentures (CDs) of Rs.1,00,000 each redeemable / convertible into equity shares at Rs. 204 each as per scheme of amalgamation dated 25 April 2008, sanctioned by Honorable High Court of Madras between SSI Limited and the Company. The interest outstanding on 30 June 2022, was Rs 3,807.74 lakhs against which waiver was obtained from the CD Holder by virtue of a One Time Settlement in August 2022. The Debenture Holder has exercised the option to convert the outstanding CDs (5,000 Nos of Rs. 1 Lakhs each) into equity shares of the Company vide letter dated 19 April 2023 which was subsequently approved in the board meeting held on 28 April 2023. Key Audit Matter Given the significance of the amount involved, we have determined this to be a key audit matter.
		• Tested the design, implementation and operating effectiveness of the Companys key controls in relation to accounting of waiver of interest and conversion request.
		• Obtained and examined the supporting document w.r.t the waiver of principal & interest and request for conversion of CD received.
		• Read the minutes of the meetings of the Board of Directors and verified the approval of board for conversion into equity shares. Auditors Response
		• Evaluated the appropriateness and adequacy of accounting and related disclosures in the standalone financial statements.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

• The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the management discussion and analysis, Boards Report including annexures to Boards Report and Report on Corporate Governance but does not include the standalone financial statements and our auditors report thereon. The Management Discussion and Analysis, Boards report including the Annexures to the Board Report and Corporate Governance are expected to be made available to us after the date of this auditors report.

• Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• When we read the information included in the Management Discussion and Analysis, Boards report including the Annexures to the Board Report and Corporate Governance, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 The Auditors responsibilities Relating to Other Information.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and the estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The comparative financial information of the Company for the year ended 31 March 2022 have been audited by the predecessor auditor. The report of the predecessor Auditor on the comparative financial information dated 25 May 2022 expressed a qualified opinion.

Our opinion is not modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order 2020 ("the Order") issued by the Central

Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" statement on

the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, based on our audit we report, that:

a) We have sought and except for the matter(s) described in the Basis for Qualified Opinion section above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) Except for the possible effects of the matter(s) described in the Basis for Qualified Opinion section above, in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualified Opinion section above, in our opinion, aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act

e) The matter described in the Basis for Qualified Opinion section above, in our opinion, may have an adverse effect on the functioning of the Company.

f) The Board had obtained an extension till 30 June 2022 from the debenture holder vide letter dated 24 May 2022 and believes that the same is with retrospective effect from the date of original scheduled date of repayment as highlighted in Note No. 42(a) & 42(b) to the Standalone financial statements due to which there is no delay as regards repayment of debenture and interest thereon and consequently disqualification under Section 164(2)(b) of the Act is not attracted. Further based on written representations received from the directors as on 31 March 2023 the Board has taken on record that none of the directors are disqualified.

In our opinion considering the defaults continuing for more than one year in redeeming the debentures and repayment of interest as per the original schedule of redemption / payment and no waiver/extension being available as on the respective due dates as per the repayment schedule, all the directors are disqualified from being appointed as a director in terms of Section 164(2) of the Act.

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section above.

h) With respect to the adequacy of the Internal financial control over financial reporting of the Company and operating effectiveness of such controls, refer to our separate report in "Annexure B" Our report expresses a Qualified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting for the reasons stated therein.

i) With respect to the other matters to be included in the Auditors report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, no remuneration was paid to the directors during the year.

j) With respect to the other matters to be included Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its Standalone Financial Statements - Refer Note no. 35 to the Standalone Financial Statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There are no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. a) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations provided under sub-clause (a) and (b) above, contain any material misstatement.

v. The Board has not declared any dividend during the year. Hence, reporting on whether the same is compliance with the provisions of section 123 of the Act does not arise.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 w.r.t. maintenance of audit trail is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable for the current financial year.

	For PSDY & Associates
	Chartered Accountants
	Firm Registration Number: 010625S
	YashvantG
	Partner
Place : Chennai	Membership Number: 209865
Date : 30 June 2023

Annexure - A to the Independent Auditors Report

Referred to in Clause 1 of "Report on Other Legal and Regulatory Requirements" section of the Independent Auditors Report of even date the members of "PVP Ventures Limited" on the Standalone Financial Statements as of and for the year ended 31 March 2023.

In terms of the information, explanation and representations sought by us and given by the Company and the books of accounts and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that in our opinion :-

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative

details and situation of Property, Plant and Equipment.

(B) The Company is maintaining proper records showing full particulars of intangible assets.

(b) Property, Plant and Equipment are verified physically by the management in accordance with a regular program once in every year. The interval is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company does not have any immovable property other than land held as inventory (see point no. (ii) below). Hence reporting under clause (c) of paragraph 3(i) of the Order does not arise.

(d) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use asset) or Intangible assets or both, during the year.

(e) No proceedings have been initiated during the year or are pending against the Company as at 31 March 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) (a) Having regard to nature of inventory i.e., Land, reconciliations with survey numbers of stock-inhand and certification of extent of land sold by competent persons, are at reasonable intervals and no discrepancies were noticed on physical verification.

(b) The Company has not been sanctioned any working capital limits from any bank or financial institution on the basis of security of current assets and hence reporting under clause (b) of para 3(ii) is not applicable.

(iii) (a) During the year the Company has made interest free loan without specifying any term or period of repayment to three of its wholly owned subsidiary Companies and treated the same as deemed investment as prescribed under Ind AS.

(A) The aggregate amount of loans given to subsidiaries during the year and as on 31 March 2023 is provided below:

Particulars	Loans (Rs. in Lakhs)
Aggregate amount provided during the year - Subsidiaries	127.03
Particulars	Loans (Rs. in Lakhs)
Balance outstanding as at balance sheet date - Subsidiaries	61,707.51

(B) The Company has not granted any loans or advances and has not furnished guarantees or provided security to any other party other than the subsidiaries. Hence reporting under this clause does not arise.

(b) The terms and conditions of loans granted by the Company to its Subsidiaries (loan amount granted Rs. 127.03 Lakhs and balance outstanding as at balance sheet date Rs. 61,707.51 Lakhs) are prejudicial to the Companys interest on account of the fact that the loans have been granted at an interest rate of 0% per annum which is significantly lower than the cost of funds to the Company and also lower than the prevailing yield of government security closest to the tenor of the loan. Further, loans granted to 3 of its wholly owned subsidiaries are unsecured.

(c) In respect of loans granted by the Company, the schedule of repayment is stipulated and regular except w.r.t. loans granted to 3 of its subsidiaries wherein the schedule of repayment of principal has not been stipulated and in the absence of such schedule, we are unable to comment on the regularity of the repayments of principal amounts. (Refer reporting under clause (iii)(f) below)

(d) In respect of advances in the nature of loans provided by the Company, there is no overdue amount remaining outstanding as at the balance sheet date except w.r.t. Loans granted to 3 of its subsidiaries wherein the schedule of repayment of principal has not been stipulated and in the absence of such schedule, we are unable to comment on the amount due. (Refer reporting under clause (iii)(f) below)

(e) None of the advances in the nature of loans granted by the Company have fallen due during the year except w.r.t. Unsecured Loans granted to 3 of its subsidiaries wherein the schedule of repayment of principal has not been stipulated and in the absence of such schedule, we are unable to comment on the amount due. (Refer reporting under clause (iii)(f) below)

(f) The Company has granted advances in the nature of loans without specifying any terms or period of repayment, details of which are given below:

For the year ended 31 March 2023

(Rs. in Lakhs)

Particulars	All Parties	Promoters	Related Parties
Aggregate of advances in nature of loans
- Repayable on demand (A)	-	-	-
- Agreement does not specify any terms or period of repayment (B)	127.03	-	127.03
Total (A + B)	127.03	-	127.03
% of loans to the total loans	100%	0%	100%

As on 31 March 2023

(Rs. in Lakhs)

Particulars	All Parties	Promoters	Related Parties
Aggregate of advances in nature of loans
- Repayable on demand (A)	-	-	-
- Agreement does not specify any terms or period of repayment (B)	39,864.02	-	39,864.02
Total (A + B)	39,864.02	-	39,864.02
% of loans to the total loans	64.60%	0%	64.60%

(iv) The Company has given interest free loans to the following parties which is not in accordance with the Section 186(7) of the Act.

Details of Loans granted during the year: (Rs. in Lakhs)

Sl. No. Particulars	Name of the Company	Amount granted during the year	Balance as at 31 March 2023
1 Loans given at rate of Interest Lower than prescribed	PVP Global Ventures Private Limited (PGPL)	125.78	38,336.16
2 Loans given at rate of Interest Lower than prescribed	PVP Media Ventures Private Limited (PMPL)	0.88	862.89
3 Loans given at rate of Interest Lower than prescribed	Safetrunk Services Private Limited	0.37	664.97
4 Loans given at rate of Interest Lower than prescribed	New Cyberabad City Projects Private Limited (NCCPL)		21,843.49
Total		127.03	61,707.51

The provisions of Sections 185 in respect of grant of loans, making investments and providing guarantees and securities is not applicable to the Company.

(v) The Company has not accepted any deposit or amounts which are deemed to be deposits during the year. There are no unclaimed deposits outstanding anytime during the year. Hence reporting under clause (v) of the Order is not applicable.

(vi) Maintenance of cost records specified by the Central Government under Sub-Section (1) of Section 148 of the Act is not applicable to the Company and hence reporting under this clause does not arise.

(vii) (a) The Company has generally been regular in depositing undisputed statutory dues w.r.t Tax deducted at source and Employees State Insurance. However there have been material delays in remittance of

Provident Fund, Goods and Services Tax, Advance tax, Urban Land Tax and other material statutory dues applicable to it to the appropriate authorities.

(b) The Company has not deposited the following undisputed statutory dues which were outstanding at the year- end for a period of more than six months from the date they became payable are as follows:

(Rs. in lakhs)

Name of the Statue	Nature of Dues	Amount (Rs. in Lakhs)	Period to which the amount relates
The Tamilnadu Urban Land Ceiling and Regulation Act, 1978	Urban Land Tax	35.93	June 2017 to June 2022
Goods and Service Tax Act, 2017	Goods and Service Tax	6.43	November 2021 to August 2022
Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund	0.59	April 2022 to August 2022
Income Tax Act, 1961	Advance Tax	596.76	April 2022 to September 2022
Income Tax Act, 1961	Income Tax*	216.76	Financial Year (FY) 16-17

*Amount payable after setting off the TDS receivable & MAT credit.

(c) Details of statutory dues referred to in sub-clause (a) which is not deposited on account of any dispute as on 31 March 2023 are given below: -

(Rs. in lakhs)

Nature of Statue	Nature of Dues	Tax Amount Disputed	Period to which Amount Relates	Forum where dispute is pending
The Income Tax Act, 1961	Penalty	1,276.59	FY 2007-08	Income Tax Appellate Tribunal
The Income Tax Act, 1961	Income Tax	13.24	FY 2008-09	Income Tax Appellate Tribunal
The Income Tax Act, 1961	Income Tax	493.43	FY 2012-13	Income Tax Appellate Tribunal

(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961, as income during the year.

(ix) (a) The Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year also Refer Note no. 42 of the Standalone Financial Statements.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) The Company has not taken any term loan during the year and there are no unutilised term loans at the beginning of the year and hence, reporting under clause (ix)(c) of the Order is not applicable.

(d) On an overall examination of the financial statements of the Company, the funds raised on short term basis during the year have not been used for long term purposes as at 31 March 2023.

(e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate Companies.

(x) (a) The Company has not issued any of its securities (including debt instruments) during the year and hence reporting under clause (x)(a) of the Order is not applicable.

(b) During the year the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause (x)(b) of the Order is not applicable to the Company.

(xi) (a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the Act has been filed in Form ADT- 4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(c) There were no whistle blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company. Therefore, the provisions of Clause (xii) of Paragraph 3 of the Order are not applicable.

(xiii) The Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) (a) The Company is required to have an internal audit system under Section 138 of the Act. However, the internal audit system is not commensurate with the size and the nature of its business.

(b) We have considered the internal audit reports of the Company issued till date for the period under audit.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of section 192 of the Act are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, the provisions of clause 3 (xvi) (a), (b) & (c) are not applicable to the Company.

(d) The group has more the one core investment Company as part of the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). There are two core investment Companies which are part of the group (PVP Global Ventures Private Limited and PVP Media Ventures Private Limited).

(xvii) The Company has not incurred cash losses during the financial year covered by our audit. The Company has incurred cash losses amounting to Rs. 317.06 Lakhs in the immediately preceding financial year.

(xviii) There has been resignation of the statutory auditors during the year and we have taken into consideration the issues, objections or concerns raised by the outgoing auditors.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) The Company is not required to incur Corporate Social Responsibility expenditure under Section 135 of the Act for the financial year ended 31 March 2023 and hence reporting under clause 3(xx) is not applicable.

	For PSDY & Associates
	Chartered Accountants
	Firm Registration Number: 010625S
	Yashvant G
	Partner
Place : Chennai	Membership Number: 209865
Date : 30 June 2023

Annexure B to the Independent Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

(Referred to in para 2(h) under Report on Other Legal and Regulatory Requirements section of our report of

even date)

Qualified Opinion

We have audited the internal financial controls over financial reporting of PVP Ventures Limited ("the Company") as of 31 March 2023 in conjunction with our audit of the Standalone Financial Statements of the

Company for the year ended on that date.

In our opinion to the best of our information and according to the explanations given to us, except for the possible effects of the material weaknesses described in Basis of Qualified opinion section below on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company for the year ended 31 March 2023 and these material weaknesses affect our opinion on the Standalone financial statements of the Company and we have issued a qualified opinion on the financial statements.

Basis of Qualified Opinion

The Company does not have an appropriate internal control system for ensuring Compliances with the Statutory Regulations such as Companies Act, 2013, Foreign Exchange Management Act, 1999, SEBI Regulations which could potentially result in the non-compliance with the above regulations and the consequent potential penalties arising from them.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial

reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys 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, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

	For PSDY & Associates
	Chartered Accountants
	Firm Registration Number: 010625S
	Yashvant G
	Partner
	Membership Number: 209865
Place : Chennai
Date : 30 June 2023