pvp ventures ltd Directors report

Dear Shareholders,

Your Directors have the pleasure of presenting the 32^nd Annual Report of PVP Ventures Limited along with the Audited Standalone and Consolidated Financial Statements for the year ended 31 March 2023.

1. Financial highlights for the year ended 31 March 2023

The summarized Financial Results are as under: [Rs. In Lakhs]

Particulars	Standalone		Consolidated
	Year Ended 31 March 2023	Year Ended 31 March 2022	Year Ended 31 March 2023	Year Ended 31 March 2022
Summary of Statement of Profit and Loss:
Total Income	16,013.98	3,286.71	17,608.06	4,951.86
Less: Total Operating and other administrative expenses	2,071.3	796.07	4,267.65	4,152.15
Profit/(Loss) before Finance cost and Depreciation	13,942.68	2,490.64	12,980.41	799.71
Less: Finance Cost	762.26	2,817.69	1,008.80	6,815.35
Profit/(Loss) before Depreciation	13,180.42	(327.05)	11,971.61	(6,015.64)
Less: Depreciation and Amortisation	84.75	56.56	112.06	86.63
Profit/(Loss) before Exceptional Items	13,095.67	(383.61)	11,859.55	(6,102.27)
Less: Exceptional Items	6,870.67	49,850.66	(14,396.93)	3,420.08
Profit/(Loss) before Tax	6,225.00	(50,234.27)	26,256.48	(9,522.35)
Less: Tax including Deferred Tax	2,428.20	-	2,478.76	0.20
Profit/(Loss) after Tax	3,796.80	(50,234.27)	23,777.72	(9,522.55)
Other Comprehensive Income/(Loss)	7.96	2.15	7.79	10.00
Total Comprehensive income/(Loss)	3,804.76	(50,232.12)	23,785.51	(9,512.55)
Earnings per Share (In Rs.)	1.55	(20.50)	9.75	(3.90)
Summary of Movement of Retained Earnings :
Balance brought forward from last year	(94,074.64)	(43,842.52)	(118,945.04)	(113,003.66)
Add: Profit/(Loss) after Tax	3,796.80	(50,234.27)	14,368.99	(5,947.43)
Other Comprehensive Income	7.96	2.15	7.87	6.04
Balance Carried to Balance Sheet	(90,269.88)	(94,074.64)	(104,568.18)	(118,945.04)

2. Performance of the Company

During the financial year 2022-23, the turnover of the company has increased both on a standalone and consolidated basis when compared to the previous year leading to increase in profits on standalone and consolidated basis. On 30 June 2022, the Company has entered into a definitive agreement with Casagrand Builders Private Limited to develop residential community on portion of its land parcel situated at Perambur, Chennai on a joint development basis and have also executed a definitive sale agreement to sell a portion of its land parcel. The joint development agreement with M/s Rainbow foundation has started yielding cash flows though revenue recognition has not yet happened based on applicable Indian accounting standards.

During the year under review, the Company achieved a Consolidated Revenue of Rs.17,608.06 lakhs and Consolidated profit after tax of Rs. 23,777.72 lakhs.

The following are the other key transactions during the year

[Rs. in Lakhs]

Particulars	Amount in Standalone (Gain) / Loss	Amount in Consolidation (Gain) / Loss	Reference
Waiver of Interest on NCDs (Tranche A & B)	(7,445.54)	(7,445.54)	a
Waiver of Principal on NCDs (Tranche B)	(371.50)	(371.50)	a
Waiver of Interest on CDs	(3,807.74)	(3,807.74)	b
One time settlement of loan of wholly owned step down subsidiary
- Principal paid/ (waived)	8,600.00	(500.00)	c
- Interest paid/ (waived)	33.36	(14,046.18)	c
Provision for Doubtful advances	9,862.09	11,792.03	d
Total	6,870.67	(14,396.93)

a) The Company had obtained waiver of interest on Non-convertible debentures (NCD) amounting to Rs.7,445.54 Lakhs cumulatively for Tranche A & B and principal outstanding in respect of NCD - Tranche B amounting to Rs. 371.50 lakhs totalling to Rs. 7,817.04 lakhs.

b) The Company had obtained waiver of interest on Convertible Debentures (CD) amounting to Rs. 3,807.74 Lakhs cumulatively across various dates.

c) The Company had given a financial guarantee to one of its step-down subsidiaries, PVP Capital Limited ("PCL"). PCL had entered into a onetime settlement ("OTS") with Canara Bank for a settlement amount of Rs. 95 Crores on 15 March 2022. PVPCL had paid Rs. 9 crores upfront and the balance of Rs. 86 crores along with penalty of Rs. 33.36 lakhs were paid by the Company on 30 June 2022, consequent to the invocation of guarantee by the lender.

d) The Company has created a provision amounting to Rs. 9,862.09 Lakhs for investments made in PVP Global Ventures Private Limited.

3. State of Affairs of the Subsidiaries

> PVP Global Ventures Private Limited had provided advances to a related party under Companies Act, 2013, M/s Dakshin Realties Private Limited amounting to Rs. 10,366.39 lakhs for scouting of land for the proposed power projects prior to December 2018. The long duration of outstanding of these advance and other factors like low probability of availability of a big chunk of land indicate the existence of uncertainty on the eventual realizability of these advances and hence the we have provided for these outstanding advances at group level.

> The existing loans given by PVP Capital Limited have become defunct and provisions have been created for Rs. 14,274.44 lakhs out of 16,520 lakhs (86%) of the total Loans & Advances. The balance outstanding amount majorly represents the loan advanced to PHML, the holding Company of PVP Capital Limited. PVP Capital Limited has a book debt of Rs. 14,393.13 lakhs (PY - Rs. 14,593.13 lakhs) given to various film producers. Due to significant delay in completing the films, the customers did not service the interest and loan repayment. Consequently, the group has made a cumulative provision of Rs. 14,262.35 Lakhs (PY - Rs. 13,889.46 lakhs) for the expected credit loss for loans given for film finance. Though we believe that no adjustment to the carrying value is required as it is confident of recovery from the borrowers.

4. Dividend

In view of the losses that occurred in prior years and in order to conserve the resources of the Company, for future Business operations, the Board of Directors did not recommend any dividend for the financial year ended 31 March 2023.

5. Transfer of Profit to Reserves

The Company has not proposed to transfer any of its profits to reserves.

6. Material changes and commitments affecting financial position between the end of the financial year and the date of the report

During the period between the year ended 31 March 2023 and the date of this report, the Company received a request from the debenture holder exercising the option to convert 5000; 14.5% Convertible Debentures into equity shares of the Company at a price of Rs. 204 per share. As a result of conversion, the debenture holder is entitled to 2,450,980 equity shares of the Company.

The conversion into equity shares was later approved by the Board in its meeting held on 28 April 2023 which has also been approved by National Stock Exchange of India (NSE) and BSE Limited (BSE) for listing.

There are no other material changes that have occurred, or any commitments made between the financial year ended 31 March 2023, and date of this report, which would affect the financial position of the Company.

7. Significant or Material Orders Passed by Regulators / Courts

There were no significant or material orders relating to the company passed by any regulator / court during the reporting period impacting the going concern status and companys operations in future.

8. Board of directors and its committees

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of the Managing Director who is a promoter of the Company. Along with him on the Board are four non-executive directors including three independent directors and one woman non-independent director. The Composition of the Board of Directors is in compliance with regulation 17(1)(b) of SEBI (Listing and Other Disclosure Requirements) Regulations 2015 (SEBI Regulations) and Section 149 of the Companies Act, 2013 (the Act).

The Company has received necessary declarations from the Independent Directors under Section 149(7) of the Act stating that they meet the criteria of independence as specified in Section 149(6) of the Act and as per the SEBI Regulations.

All the three Independent Directors are registered with the data bank as per Fifth Amendment to the Companies (Appointment and Qualification of Directors) Rules, 2019.

The Registration Details are as below:

Name of the Director	Registration Number
1. Narayanaswamy Seshadri Kumar	IDDB-DI-202002-015150
2. Sohrab Chinoy Kersasp	IDDB-DI-202002-001746
3. Nandakumar Subburaman	IDDB-DI-202005-012059
4. Subramanian Parameswaran	IDDB-DI-202307-050041

Board Composition:

The Board is well balanced with a composition of three Non- Independent Directors (including one Women director) and three Independent Directors.

Thus, the composition of the Board is in line with the terms of Section 149 of the Act and Regulations 17(1) (b) of the SEBI Regulations.

Category	Name of Directors
Managing Director	Mr. Prasad V. Potluri
Whole Time Director	Mr. Arjun Ananth
	(Appointed w.e.f 4 July 2023)
Non - Independent Directors	Ms. Poonamallee Jayavelu Bhavani
Independent Directors	Mr. Narayanaswamy Seshadri Kumar
	(Resigned w.e.f 31 May 2023)
	Mr. Subramanian Parameswaran
	(Re-designated as Independent Director w.e.f 05 June 2023)
	Mr. Sohrab Chinoy Kersasp
	Mr. Nandakumar Subburaman

B. Meetings

The number of Board Meetings held during the year along with the dates of the meetings: During the Financial Year 2022 - 2023, the Board of PVP Ventures Limited met 6 times as under:

Date of meetings of the Sl No Board	Quarter	No. of Directors on the date of meeting	Total No. of Directors attended
1. 25 May 2022	First	6	6
2. 4 July 2022	Second	6	6
3. 12 August 2022	Second	6	6
4. 6 September 2022	Second	6	5
5. 11 November 2022	Third	6	6
6. 13 February 2023	Fourth	6	6

The meetings of the Board were held periodically, with an interval of not more than one hundred and twenty days between two consecutive meetings, as prescribed under Section 173(1) of the Act.

C. Re - Appointment of Directors Retiring by Rotation

In terms of Section 152 of the Act, Ms. Poonamallee Jayavelu Bhavani (DIN-08294839) is liable to retire by rotation and being eligible, offers herself for re-appointment. The Board of Directors has recommended the re-appointment of Ms. Poonamallee Jayavelu Bhavani (DIN-08294839) retiring by rotation.

D. Committees of the Board

The constitution and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Investment Committee are also aligned with the requirements of Regulations 18 to 22 of SEBI Regulations and the relevant provision of the Act as may be applicable.

A detailed note on the Committees is given in the Corporate Governance Report forming part of the Annual Report.

E. Performance Evaluation

Section 134 of the Act states that a formal evaluation needs to be made by the Board, of its performance and that of its committees and the individual Directors. Schedule IV of the Act and Regulation 17(10) of SEBI Regulations state that the performance evaluation of each Independent Director shall be done by the entire Board of Directors excluding the Director being evaluated.

Pursuant to the provisions of Section 134(3)(p) of the Act and the relevant SEBI Regulations, the Board has carried out an evaluation of its performance, the Directors individually as well as its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Annual Report.

F. Directors Responsibility Statement

As required under Section 134(5) of the Act, the Board of Directors hereby confirms, that -

(a) In the preparation of the Annual Accounts for the financial year ended 31 March 2023, the applicable Accounting Standards and Schedule III of the Act have been followed and there are no material departures.

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 the financial year 2022-23.

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the annual accounts on a going-concern basis.

(e) They have laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are 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.

G. Changes in Directors and Key Managerial Personnel

During the year, the following personnel have left the Company :

Name of the Personnel	Designation	Cessation Date
1. Mr. Karthikeyan Shanmugam	Chief Financial Officer	15 December 2022
2. Ms. S Rukmani	Company Secretary	18 August 2022

During the year, the following appointments have taken place :

Name of the Personnel	Designation	Appointment Date
1. Mr. Sabesan Ramani	Chief Financial Officer	13 February 2023
2. Ms. Derrin Ann George	Company Secretary	13 February 2023

Subsequent to the year end and before this date of the report, the following appointments have taken place :

Name of the Personnel	Designation	Appointment Date
1. Mr. Arjun Ananth	Whole Time Director & Chief Executive Officer	4 July 2023
2. Mr. M Kumar	Company Secretary	23 May 2023

Subsequent to the year end and before this date of the report, the following changes have occurred in the Composition of the Board of Directors of the Company:

Name of the Director	Reason for Change
1. Mr. Narayanaswamy Seshadri Kumar	Resigned w.e.f 31 May 2023
2. Mr. Arjun Ananth	Appointed as Whole Time Director w.e.f 4 July 2023
3. Mr. Subramanian Parameswaran	Re-designated as Independent Director w.e.f 5 June 2023

H. Subsidiaries, Joint Ventures, Associate Companies

As on 31 March 2023, the Company had 4 wholly owned subsidiary companies, 2 subsidiary Companies and 5 step down subsidiaries. During the year under review, no company became / ceased to be a subsidiary / associate / joint venture of the Company. Also, the Company did not become a part of any joint venture during the year.

Pursuant to the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of your Companys subsidiaries in Form No. AOC-1 which is appended as in Annexure - B to this Report.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, and the SEBI Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of your Companys subsidiaries have been placed on the website of your Company viz. www.pvpglobal.com.

Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is available on the website of the Company i.e., www.pvpglobal.com.

I. Declaration by Independent Directors

The Company has received necessary declarations from Mr. Narayanaswamy Seshadri Kumar, Mr. Sohrab Chinoy Kersasp, Mr. Nandakumar Subburaman, Mr. Subramanian Parameswaran - Independent Directors, under Section 149 (7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act and regulation 25 of the SEBI Regulations and their Declarations have been taken on record by the board.

J. Details in respect of Frauds

The Companys auditors report does not have any statement on suspected fraud in the companys operations and hence explanation by the Directors under Section 134(3)(ca) of the Act is not applicable.

K. Fixed Deposits

During the year under review, the Company did not raise funds, by way of fixed deposits, from the public.

L. Details of contracts or arrangements with related parties

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature. For all the transactions entered pursuant to the omnibus approval so granted, a statement giving details of all such transactions is placed before the Audit Committee for their approvals on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is posted on the Companys website www.pvpglobal.com. The details of contracts or arrangements with related parties entered during the year are given in a separate report which is appended as in Annexure-C of this report.

M. Development and implementation of a Risk Management Policy

The main objective of Risk Management is risk reduction and the business and optimizing the risk management strategies. The Company has a risk management policy in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may jeopardize the existence of the Company.

N. Technology absorption, Conservation of energy and Research and development

The particulars, as prescribed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are not applicable to your company during the year under review.

O. Corporate Social Responsibility

The Company has duly constituted a Corporate Social Responsibility Committee as required under Section 135(1) of the Act and the relevant rules made thereunder and the Board has approved a policy on Corporate Social Responsibility which is available in the website of the Company at http://www.pvpglobal.com/other-statutory-information.

However, since the Company has incurred losses during the previous year, the CSR spend under Section 135 of the Act is not applicable to the Company for the period under review.

P. Cost Records

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act, is not required by your Company and accordingly such accounts and records are not made and maintained.

AUDIT RELATED MATTERS

A. Statutory Auditors

M/s Sundaram and Srinivasan, Chartered Accountants (Registration No.004207S) previous Auditor have resigned during the year vide letter dated 10 August 2022 resulting in a casual vacancy.

Section 139 of the Companies Act, 2013 provides for the appointment of Statutory Auditors for a period of five years and hence M/s PSDY & Associates, Chartered Accountants (Registration No.016025S), Chennai were appointed as the Statutory Auditors of the Company in the thirty first Annual General Meeting of the Company held on 30 September 2022 for a period till the conclusion of the Thirty Sixth Annual General Meeting.

Accordingly, M/s. PSDY & Associates will continue as Statutory Auditors of the Company till the financial year 2026-27.

I. Qualification made by statutory auditors and corresponding response by the board:

The Auditors Report for the financial year 2022-23 on the standalone and consolidated financial statements contains qualifications which have been detailed below:

Standalone:

Qualification	Boards Response
1. We (Statutory auditors for the purpose of this section) draw attention to Note no. 42(d) of the Standalone financial statements which describes that the Company had not created any provision for expected credit loss towards the guarantee provided w.r.t loan availed by one of the step-down 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 years 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 assessment of provisioning and related approvals/documentation etc. In the absence of the same, the Management has not performed a restatement of the previous year results as required under Ind AS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors".	The Management was in the process of evaluating / assessing the need to incur the said liability i.e. liability on invocation of the Corporate Guarantee and hence no provision was created. However, upon incurring the actual liability and making the payment in the current year, the same has been recorded appropriately in the books as a result the balances as on 31 March 2023 has been set right.
2. We draw attention to Note no. 46 of the Standalone financial statements, which explains that the Company is in the process of assessing its compliances under the 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. (This has also been highlighted in the Consolidated Audit Report)	The Management is in the process of assessing its compliances under the Foreign Exchange Management Act, 1999 (FEMA) and in the process of filing the required documents/condonation 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. The Management will complete all the required formalities / obtain the required approval/ratification from the designated authority and if required, shall apply for necessary compounding under applicable provisions of RBI FEMA Regulations.
3. We draw attention to Note no. 47 of the Standalone Financial Statements, which explains that the Company is in the process of assessing its compliances under the Companies Act, 2013 and SEBI Regulations, as amended, including 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. 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. (This has also been highlighted in the Consolidated Audit Report)	The Management is in the process of assessing its compliances under the Act and the SEBI Regulations. The Management is in the process of filing the required documents / condonation /compounding / adjudication of penalty applications as may be required with the designated authority.
4. According to the information and explanations given to us and based on our audit, the following weaknesses have been identified in the operating effectiveness of the groups internal financial control over financial reporting with reference to the Standalone financial statements as at 31 March 2023: 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. (This has also been highlighted in the Consolidated Audit Report)	The Management is in the process of assessing its compliances under the Foreign Exchange Management Act, 1999 (FEMA) and in the process of filing the required documents/condonation 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. The Management will complete all the required formalities / obtain the required approval/ratification from the designated authority and if required, shall apply for necessary compounding under applicable provisions of RBI FEMA Regulations. The Company is assessing to engage a subject matter specialist to take care of the respective compliances.
5. 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. (This has also been highlighted in the Consolidated Audit Report)	As per the legal advice, management is of the view that even though the repayment has not been made within the period contemplated, the delay has been ratified by the debenture holder with retrospective effect by virtue of which the management contents this would not come under the ambit of default as defined under Section 164(2)(b) of the Act.
6. a. 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.	a. The interest free loans has been provided to the subsidiaries for the overall benefit of the group. b. The Company has engaged an external audit firm for Internal Audit and is in process of developing Internal Audit system to commensurate with the size of the entity
b. The Company has given interest free loans to the parties which is not in accordance with the Section 186(7) of the Act.
c. In respect of advances in the nature of loans provided by the Company to its subsidiaries, 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.
d. The Company has given interest free loans which is not in accordance with the Section 186(7) of the Act.
e. The Company is required to have an internal audit system under Section 138 of the Act, it does not have an adequate internal audit system commensurate with the size and the nature of its business.
(These have also been highlighted in the Consolidated Audit Report)
1. We draw attention to Note no. 43 to the Consolidated Financial Statements, in relation to inventory of Picturehouse Media Limited ("PHML") i.e., films production expenses grouped under inventory amounting to Rs. 2,949.92 Lakhs, consists of advances granted to artists and coproducers. As represented by the Management the film production is under progress with respect to production of 2 movies costing Rs. 70.09 lakhs. In respect of the balance inventory of Rs. 2,879.83 lakhs the Board of the Subsidiary is confident of recovering the amount from the production houses. In the absence of documentary evidence as well as the confirmation of balance from the parties relating to the status of the inventory amounting to Rs. 2,879.83 lakhs, the Component Auditors are unable to agree with the views of the Board of Directors of PHML and hence are of the opinion that realization of inventories is doubtful. Accordingly, we are unable to comment on the impact arising out of the same on the Consolidated Financial Statements for the year ended 31 March 2023 including the consequential effects thereof.		The Film under production expenses grouped as Inventory mainly comprising of payments to artists and co-producers the Company is evaluating options for optimal utilization of these payments in productions and release of films. The Management does not for see any erosion in the carrying value.

B. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and Rules and Regulation 24A of the SEBI Regulations and other applicable provisions, framed thereunder, as amended, your Company has appointed Mr. R Chandrasekhar, Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report forms part of the Annual Report which is appended as in Annexure- F of the Boards Report.

I. Secretarial Auditors Qualifications :

a) The Company did not intimate the Memorandum of Understanding (MOU) executed on 27.06.2022 with Casagranda Builders to develop residential community on portion of Company land at Perambur within 24 hours as required under Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However the same was

intimated to the stock exchanges on 30.06.2022.

b) The Company did not intimate resignation of Statutory Auditors dated 10.08.2022 as per Regulation 30 read with Part A of Schedule- III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the stock exchanges within 24 hours from the receipt of such information. However, the same was intimated on 12.08.2022.

c) The Company shall not process the transfer of securities unless they are held in the dematerialised form with a depository as per Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Company has approved transfer of 5000 Fully Convertible Debentures of face value Rs. 1,00,000/- each in physical form.

d) The requisite quorum for Audit Committee Meeting as per Regulation 18(2)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is minimum of two Independent directors. However, for Audit Committee Meeting held on 06.09.2022 only one independent director had attended the meeting and requisite quorum was not present.

e) The Company shall intimate the Stock Exchange about the record date fixed for making payment of interest/ redemption amount for its Non- Convertible Debentures atleast 7 working days in advance (excluding the date of intimation and the record date) as per Regulation 60(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not intimated to the Stock Exchange during the review period except for the intimation dated 07.05.2022 which was given for less than 7 working days.

f) The Company shall review the credit rating obtained atleast once a year with respect to its nonconvertible debentures as per Regulation 55 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not reviewed during the review period.

g) The Company shall intimate to the Stock Exchange at least 2 (Two) working days in advance, excluding the date of the intimation and the date of the meeting of the Board of Directors, about the Board meeting in which the proposal is considered to make an alteration in the date of interest/ redemption payment of its Non-Convertible Debentures as per Regulation 50(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not intimated to the Stock Exchange.

h) The Company shall submit a half-yearly certificate regarding maintenance of hundred percent security cover or higher security cover as per the terms of Debenture Trust Deed, from the statutory auditor along with the financial results as per Regulation 56 (1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not submitted with the Stock Exchange.

i) The Company shall submit a certificate to the Stock Exchange within 1 (One) working day of payment of interest/ principal of the Non Convertible Debentures becoming due regarding status of payment as per Regulation 57(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not submitted to the Stock Exchange during the review period with respect to:

• Payment for the Tranche A (386) debentures due on 31.03.2022

• Payment for the Tranche B (829) debentures due on 30.04.2022 and 31.07.2022.

j) The Company shall submit a certificate confirming the payment of interest/ principal amount which were due in that quarter; and the details of unpaid interest/ principal amount with respect to its Non-Convertible Debentures within 7 (Seven) working days from the end of the quarter to the Stock Exchange as per Regulation 57(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not submitted for the quarter ended 30.06.2022 and 30.09.2022.

k) The Company shall intimate to the Stock Exchange about the expected default in timely payment of interests or redemption amount or both in respect of Non-Convertible Debentures as per Regulation 51(2) read with Schedule III Part B Para A Clause 1 and 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same was not intimated to the Stock Exchange.

l) As per the SOP notice received from BSE, the company has not submitted certificate confirming the payment of interest/ principal obligations, details of all unpaid interest / principal obligations as per Regulation 57(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarters ended September, 2022 and December, 2022.

m) As per the SOP notice received from BSE, the Company has not submitted the details of interest/principal payment obligations as per Regulation 57(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the review period 1st January, 2023 to 31st March, 2023 and September, 2022.

n) As per the SOP notice received from BSE, the Company has not submitted information related to payment obligation as per Regulation 57(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the month ended October, 2022.

o) As per the SOP notice received from BSE, the Company has not disclosed the extent and nature of security created and maintained with respect to its secured listed Non-Convertible Debentures in the financial statements as per Regulation 54(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended September, 2022.

p) As per the SOP notice received from BSE, the Company has not submitted the information related to payment obligation as per Regulation 57(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the month ended January, 2023.

q) The company has made interest free loan to three of its subsidiaries companies and hence not in compliance with the provisions of Section 186 of the Act.

II. Managements Response to the above qualifications :

a) The delays and omissions mentioned in Sl No, a, b, e, f to p were inadvertent and the company has taken adequate steps to ensure such delays/omissions do not occur in the future.

b) With respect to point c, the Fully Convertible Debentures were transferred in physical mode to a new investor, who in turn converted the FCD to equity shares, which are in dematerialised mode.

c) With respect to point d, the Audit Committee of the Company has three members, comprising two independent directors and the Managing Director. Notice for the meeting on 06.09.2022 was duly given to all the committee members. Due to unavoidable reasons, one of the independent directors could not attend the meeting. As two members were present; in terms of Section 174(2) of the Companies Act 2013, an independent director took the chair and conducted the proceedings. As the casual vacancy in the office of auditors under Section 139(8)(i) was to be taken up before the due date for the appointment, the said meeting could not be adjourned for want of quorum as per Reg 18(2)(b) of SEBI (LODR) Regulations. All the resolutions passed in the said meeting were duly confirmed in the subsequent meeting with the presence of quorum as required under the ibid SEBI Regulations.

d) With respect to point q, in terms of subsection 11(a) of Section 186 read with Schedule VI of the Companies Act 2013, the Company is into infrastructure activities, and as such the Company believes that it can support the operational expenses of its owned subsidiaries that are in severe cash crunch.

C. Internal Financial Controls

Your Company has well-placed, proper and adequate Internal Financial Control (IFC) system and is still improving on the same which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. This is commensurate with the nature of business and the size and complexity of the companys operations.

The real estate industry is passing through a challenging phase and the Company is no exception. The top management of the Company, to utilize the available resources efficiently has decided to engage itself more with the operations of the Company. The Company is further enhancing / strengthening the internal financial reporting with respect to significant business control, risk management processes etc. The Companys internal controls are further supplemented by internal audits, management review and documented policies, procedures & guidelines.

The company has systems, policies and process in place, pertaining to Internal Controls over the investments and advances in its subsidiaries. The Company is also extending the financial and strategic support to recover the investments and advances made to subsidiaries considering the market value of the assets and expected cash flows.

D. Internal Auditor

The Board appointed, Phanindra & Associates, Chartered Accountants as the internal auditor for the Financial Year 2022-2023 based on the recommendation of the Audit Committee.

BOARD COMMITTEE COMPOSITION

The Board has constituted the following committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Investment Committee.

A. AUDIT COMMITTEE

Pursuant to Regulation 18 of SEBI Regulations and the provision of Section 177(8) read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules 2014, the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee of the Board consists of two "Independent Directors" and One "Non - Independent Director" as members having adequate financial and accounting knowledge. The composition, procedures, powers, and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors in terms of Section 177(4) of the Act and in terms of Regulation 18 of the SEBI Regulations. It also oversees the vigil mechanism and is obliged to take suitable action against the Directors or employees concerned, when necessary. A detailed note on the Audit Committee is given in the Corporate Governance Report forming part of the Annual Report.

B. NOMINATION AND REMUNERATION COMMITTEE

According to Section 178 of the Companies Act, 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations, 2015, the Company has set up a Nomination and Remuneration Committee which has formulated the criteria for determining the qualifications, positive attributes, and independence of a Director and ensures that:

1) The level and composition of remuneration are reasonable and sufficient to attract, retain and motivate Directors having the quality required to run the Company successfully.

2) The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3) Remuneration to Directors, key managerial personnel, and senior management involves a balance between fixed and variable pay, reflecting short-term and long-term performance, objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy of your Company is set out and available on your company website www.pvpglobal.com. A detailed note on the Nomination and Remuneration Committee is given in the Corporate Governance Report forming part of the Annual Report.

The Companys policy on Directors appointment and remuneration, including criteria for determining qualification, positive attributes and independence of a director and other matters provided under sub-Section (3) of Section 178, is posted on our companys website in the following link https://pvpglobal.com/other-statutory-information/ and forms part of this Report appended as in Annexure E pursuant to the first proviso of Section 178 of the Act.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

A detailed note on the Stake Holders Relationship Committee is given in the Corporate Governance Report forming part of the Annual Report.

D. CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

The Board has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013. The Company is committed to operate in a socially responsible manner in terms of protecting the environment and conserving water resources and energy.

E. INVESTMENT COMMITTEE

This Committee has been constituted by the Board for the purpose of making investment decision. OTHER MATTERS

A. Particulars of loans, guarantees, or investments u/s 186 of the Act.

The Company has given following loans during the year:

(Rs. inLakhs)

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	38,336.15
2 Loans given at rate of Interest Lower than prescribed	PVP Media Ventures Private Limited (PMPL)	0.88	862.88
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		21,843.49
Total		127.03	61,707.49

B. Debentures

During the year under review, the Company has redeemed Non-Convertible Debentures (NCDs) (Tranche A & B) in its entirety. The Company entered into a One Time Settlement with the debenture holder for waiver of principal amounting Rs. 371.5 lakhs (Tranche B) and interest accrued amounting Rs. Rs. 7.445.54 lakhs (Tranche A & B).

Movement of principle component of NCDs during the year

Particulars	Principal outstanding as at 1 April 2022	Principal Repaid	Principal written back	Principal outstanding as at 31 March 2023
Tranche A	2,483.50	2,483.50	-	-
Tranche B	8,290.00	7,918.50	371.50	-
Total	10,773.50	10,402.00	371.50	-

Movement of interest component of NCDs during the year:

Particulars	Interest outstanding as at 1 April 2022	Interest accrued	Interest waived	Interest outstanding as at 31 March 2023
Tranche A	1,491.82	111.45	1,603.27	-
Tranche B	5,470.24	372.03	5,842.27	-
Total	6,962.06	483.48	7,445.54	-

Subsequent to the year end, the Company received a request for conversion of 5,000; 14.5% Convertible Debentures (CDs) from the current debenture holder i.e, Vikasa India EIF I Fund - Incube Global Opportunities vide letter dated 19 April 2023 which was later approved by the Board in the meeting held on 28 April 2023. The Company has also obtained a waiver for the interest accrued on FCDs upto 31 March 2023.

The debenture holder is entitled to 2,450,980 equity shares at a price of Rs. 204 each of the Company and the CD outstanding amount i.e. 5,000 lakhs is presented as other equity for the year ended 31 March 2023 considering the same as an adjusting subsequent event duly considering the relevant Ind AS.

As at the date of this report, the Company has no outstanding debentures.

C. Bonus Shares

During the year under review, the Company has not issued any bonus shares.

D. Borrowings

The Company has outstanding borrowings including loan from subsidiary companies, other related parties and others for the financial year ended 31 March 2023.

The outstanding balance of borrowings from different parties as at 31 March 2023 are as follows:

(Rs. In lakhs

Particulars	Relationship	Balance as at 31 March 2023
Loan from Subsidiary - PVP Corporate Parks Private Limited	Subsidiary	1,008.58
BVR Malls Private Limited	Related party	1,486.79
Dakshin Realties Private Limited	Related party	1,183.46
MSA Ventures Limited	NA	46.00
Vehicle Loan from Bank	NA	4.20
Total		3,728.93

E. Deposits

The Company has not accepted any deposits in terms of Chapter V of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as of the balance sheet date.

F. Transfer to Investor Education and Protection Fund

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

G. Credit Ratings

The Company has received the following credit ratings as at 31 March 2023:

Rating Agency	Rating	Debt Instrument
Brickwork Ratings	BWR D (Issuer Not Co-operating)	Non-Convertible Debentures

H. Code of Corporate Governance

In compliance with the requirement of regulations 24 to 27 of SEBI Regulations a detailed report on Corporate Governance is annexed to this report as along with a Certificate from practicing Company Secretary for affirming compliance with the said Code which is appended as in Annexure - E.

I. Code of conduct for Directors and Senior Management:

The Board of Directors had adopted a code of conduct for the Board Members and employees of the company. This Code helps the Company to maintain the standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any misconduct and promoting ethical conduct at the Board level and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices, and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

J. Management Discussion and Analysis Report

In accordance with the requirement of the SEBI Regulations, the Management Discussion and Analysis Report is presented in a separate Section of the Annual Report, which is appended as Annexure - A.

K. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a Sexual Harassment Policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Compliant Committee (ICC) has been set up to redress the complaints received in connection with sexual harassment in any form.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

a. Number of complaints filed during the financial year - NIL.

b. Number of complaints disposed of during the financial year - NIL.

c. Number of complaints pending as of the end of the financial year - NIL.

L. Vigil Mechanism

The Company has established a vigil mechanism, also called the Whistle Blower Policy, which has been adopted by the Board, applicable to Directors and employees, to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. It provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in

appropriate or exceptional cases. Confidentiality of the Whistle Blower shall be maintained to the greatest extent possible.

Details of the vigil mechanism are available on our Companys website www.pvpglobal.com.

M. Annual Return - MGT - 7

As per the provisions of Section 134(3)(a) of the Act, the Annual Return of the Company for the FY 22-23 will be placed in our website at https://www.pvpglobal.com/annual-return/ post the Annual General Meeting upon filing the same with the Registrar of Companies.

The Annual Return of the Company for the FY 21-22 is placed in the Companys website at https://www.pvpglobal.com/annual-return/

N. Green initiatives

Pursuant to the Ministry of Corporate Affairs (MCA) circulars dated 8 April 2020, 13 April 2020 and 5 May 2020 the Company is providing the facility of remote e-voting to its members in respect of the business to be transacted at the AGM. Electronic copies of the Annual Report 2022-23 and Notice of the Thirty Second (32^nd) Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website https://www.pvpglobal.com/annual- reports/.

Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Regulations(as amended), and the in line with the Circulars issued by the Ministry of Corporate Affairs, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system and voting at the venue on the date of the AGM will be provided by NSDL.

O. Statement on Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

P. Human Resources

Employee relation continue to be cordial and harmonious at all levels and in all the division of the Company.

The number of Direct employees as of 31 March 2023, was 24. The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - D to the Boards Report.

Acknowledgement

The Directors thank the Shareholders, Suppliers, Bankers, Financial Institutions and all other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their co-operation. The Directors wish to record their sincere appreciation of the significant contribution made by the PVP mates at all levels to its successful operations.

	By the Order of Board of Directors
	For PVP Ventures Limited
	Prasad V. Potluri
	Chairman & Managing Director
Place : Chennai	DIN - 00179175
Date : 2 August 2023