PVP Ventures Ltd Auditor Reports

To

The Members of PVP Ventures Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of PVP Ventures Limited (hereinafter referred to as "the Company"), which comprise the Balance Sheet as at 31 March 2024, 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, 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") prescribed 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 2024, and its profit, total comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements 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 Statements 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

a) We draw attention to Note No. 51 & 52 of the Standalone Financial Statements w.r.t the interest free secured loan provided to New Cyberabad City Projects Private Limited ("NCCPL"), erstwhile subsidiary and currently a related party of the Company and the related accounting. An amount of Rs. 21,843.49 Lakhs is outstanding from the said party as at 31 March 2024. The Management is confident of recovering the loan within the extended tenor duly factoring in the future business plans of the related party, despite the challenges associated w.r.t recoverability of the loan, enforceability and market value of security as highlighted in the said note. Accordingly, the Management believes that there is no necessity to create an allowance for expected credit loss.

The provisions of Section 186(1) & 188 of the Act have been complied with to the extent applicable.

Based on internal assessment/ professional opinion received in this regard, the Company believes that the other provisions of Section 186 of the Act in respect to loans, making investments, providing guarantees and securities are not applicable to the Company as it is involved on the business of providing infrastructural facilities.

Further, the Company has complied with provisions of Section 185 of the Act in respect of loans to entities in which director is interested.

Our opinion is not modified in respect of above matter.

b) We draw attention to Note No. 48 of the Standalone Financial Statements, which is related to the sale of Companys erstwhile subsidiary NCCPL to Picturehouse Media Limited ("PHML"), related party of the Company, for an amount of Rs. 3,256.44 Lakhs out of which an amount of Rs. 2,880 Lakhs is due to be received from PHML as at 31 March 2024 stipulated to be recovered within a maximum period of 10 years. As stated in the said note, the Management is confident of receiving the amount within the stipulated/agreed period and there is no necessity to create an allowance for expected credit loss despite the related party having negative Net worth, continuing losses and no significant business activity being carried out by the said related party.

Our opinion is not modified in respect of above matter.

c) We draw attention to Note No. 50 of the Standalone Financial Statements, w.r.t acquisition of Humain Healthtech Private Limited ("HHT") from PV Potluri Ventures Private Limited ("PV Potluri"), related party of the Company for an amount of Rs. 2,249.60 Lakhs. As stated in the said note considering the future business projections, estimated cash flows of the subsidiary and the support intended to be provided by the Company, the Management believes that no impairment is required to be provided against the aforesaid investment.

Our opinion is not modified in respect of above matter.

d) We draw attention to Note No. 35 of the Standalone Financial Statements w.r.t exceptional gain (net) amounting to Rs. 3,650.28 Lakhs for the year ended 31 March 2024 accounted pursuant to the divestment of subsidiaries.

Our opinion is not modified in respect of above matter.

e) We draw attention to Note No. 44.3 of the Standalone Financial Statements w.r.t the balance lying in escrow account pending fulfillment of the conditions stipulated in Joint development agreement. As stated in the said note, Management believes that same is required to be accounted upon fulfillment of conditions stipulated in the Joint development agreement.

Our opinion is not modified in respect of above matter.

f) We draw attention to Note No. 40.1(ii) of the Standalone Financial Statements w.r.t non-remittance of Income Tax liability for the financial year 2022-23 on account of challenges related to working capital and the corresponding interest cost accounted in the year ended 31 March 2024. However, the Management believes that the payment of outstanding tax liability along with the interest will be made upon receipt of advances from other joint developers/ receipt of interest free security deposit from a joint developer.

Our opinion is not modified in respect of above matter.

g) We draw attention to Note No. 39 of the Standalone Financial Statements w.r.t Income Tax appeals which have been filed w.r.t various tax matters and are pending adjudication with the appellate authorities. Based on professional advice, the Company believes that it has a good case to support its stand and no provision is required to be created 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. We have determined the matters described below to be the key audit matters to be communicated in our Report.

Key Audit Matter		Auditors Response
Acquisition of Subsidiary		Principal audit procedures performed included the following:
The Company has entered into a Share Purchase Agreement ("SPA") dated 06 October 2023 with PV Potluri Ventures Private Limited ("PV Potluri") and Humain Healthtech Private Limited ("HHT") for purchase of 100% of shares of HHT from PV Potluri, a related party for consideration which shall be discharged partly in cash and partly in shares of the Company. The consideration payable are as follows:		• Obtained an understanding of the terms and conditions of the Share Purchase Agreement and mode of the consideration transferred.
Particulars	Amount (Rs. in Lakhs)	• Obtained the Board Resolution passed at the Board Meeting approving the acquisition of HHT from PV Potluri.
Total Valuation (A)	4,004.58	• Obtained Valuation Report provided by an independent registered valuer for determining the valuation of business of HHT and the valuers assessment associated with the determination of valuation of business of HHT and performed the following procedures:
Less: Debt outstanding towards related party - PV Potluri (B)	1,754.98	? Conducted meetings and discussions with key Management to identify factors, if any, that should be taken into account in the analysis.
Total Consideration payable for Acquisition of HHT (C=A-B) (Investment)	2,249.60
Consideration payable in Cash (D)	691.80	? Assessed the reasonableness of the valuation methodology considered by external valuer, appointed by the Management.
Consideration paid by issue of Equity Shares of the Company (E=C-D)	1,557.80	? Evaluated the valuers assumptions used in determining the valuation of business of HHT.
As at the year ended 31 March 2024, the operations of HHT continue to face challenges such as significant reduction of actual sales and profit after tax, suspension of operations at one of its centers, etc.		• Performed comparison between the projected numbers for the year ended 31 March 2024 in the valuation report obtained at the time of acquisition and actual numbers of HHT for year ended 31 March 2024 to assess the reasonability of the estimate used for the valuation.
However, being the first year of acquisition and based on future business projections, estimated cash flows from HHT, synergy benefit and support intended to be provided by the Company, no provision has been created for impairment of investment in HHT for the year ended 31 March 2024.		• Assessed the reasonableness of the Management estimates and judgements used for preparation of future projections/ cash flow, business plans of HHT based on situations prevailing as at 31 March 2024.
Given the significant level of judgement involved and the quantitative significance, we have determined this to be a key audit matter.		• Evaluated the appropriateness and adequacy of related disclosures in the Standalone Financial Statements.
Recoverability of Loan advanced to New Cyberabad City Projects Private Limited		Principal audit procedures performed included the following:
The Company had invested in 24,832; 22% Secured Redeemable Non-Convertible Debentures ("NCD") of Rs. 100,000 each issued by NCCPL, erstwhile subsidiary and currently a related party of the Company.		• Obtained and reviewed the Debenture Subscription Agreement to understand the terms and conditions of the NCD issuance, and the subsequent loan agreement detailing the conversion of the NCDs into a secured loan.
On 16 March 2015 the said investment of Rs. 24,832 lakhs in debentures was converted to an interest free secured loan. The loan was secured against the land and land development rights available with NCCPL which was originally repayable on 31 March 2017. Subsequently, the repayment period was extended by 10 years to 31 March 2027. A further extension of 1 year until 31 March 2028 was granted vide supplementary agreement dated 07 February 2024. The outstanding loan amount as on 31 March 2024 is Rs. 21,843.49 Lakhs.		• Examined the charge documents filed and deposit of title deeds for the land given as security.
There are various challenges associated with the enforceability and market value of security resulting in challenges in recoverability of the loan advanced.		• Conducted discussions with the Management w.r.t NCCPLs plans to monetise the land bank by means of development of residential/ commercial properties and performed the physical verification of land/ properties in the vicinity.
Considering NCCPLs business plans to monetise the land banks by developing residential/ commercial properties, availability of market value of proxy land in the vicinity of the land over which development rights are available with NCCPL, the Management believes that the amounts are fully recoverable and there is no necessity to create an allowance for expected credit loss.		• Assessed the reasonableness of Managements estimates in determining the recoverable amount of the land by comparing the market value of a nearby land serving as a proxy to the land with development rights held by NCCPL.
		• Obtained and reviewed the professional opinion obtained by the Company for non-applicability of provisions of Section 186 of the Act.
		• Obtained and reviewed Management Note on the ongoing legal cases with Securities and Exchange Board of India ("SEBI") and Enforcement Directorate ("ED") w.r.t current status, recent developments etc. in relation to the land over which development rights are available with NCCPL as security for the loan advanced by the Company.
		• Assessed the reasonableness of the Management estimates and judgements used for determination of discount rate, tenor of loan for the purpose of accounting as per Ind AS - 109.
		• Evaluated the appropriateness and adequacy of related disclosures in the Standalone Financial Statements.
Recoverability of Sale Consideration from Picture House Media Limited		Principal audit procedures performed included the following:
The Company has entered into a SPA dated 06 October 2023 with PHML, erstwhile subsidiary and currently a related party for the Company, for sale of its 100% stake i.e. 81% held by it in its subsidiary NCCPL for consideration payable in cash determined based on the valuation report under Rule 11UA of the Income Tax Rules, 1962 obtained from an independent registered valuer. The total consideration received / receivable from PHML for sale of NCCPL has been summarised below:		• Obtained an understanding of the terms and conditions of the Share Purchase Agreement and mode of the consideration transferred.
Particulars	Amount (Rs. in Lakhs)	• Obtained the Board Resolution passed at the Board Meeting approving the sale of NCCPL to PHML.
Total Consideration for sale of NCCPL	3,256.44	• Obtained Valuation Report provided by an independent registered valuer for determining the valuation of business of NCCPL and the valuers assessment associated with the determination of valuation of business of NCCPL and performed the following procedures:
Consideration received upto 31 March 2024	376.44	? Conducted meetings and discussions with key Management to identify factors, if any, that should be taken into account in the analysis.
Consideration receivable from PHML	2,880.00
PHML along with its subsidiaries (PVP Cinema Private Limited and PVP Capital Limited) have a negative net worth, incurring continuing losses and other related factors indicating the existence of material uncertainty that will cast significant doubt on PHMLs ability to continue as a going concern.		? Assessed the reasonableness of the valuation methodology considered by external valuer, appointed by the Management.
However, considering NCCPLs business plans to monetise the land banks by developing residential/ commercial properties, availability of market value of proxy land in the vicinity of the land over which development rights are available with NCCPL, estimated future cash flows which will be repatriated to PHML (Company of NCCPL). Based on this, the Management believes that it will be able to recover the sale consideration from PHML within the tenor of 10 years.		? Evaluated the valuers assumptions used in determining the valuation of business of NCCPL.
The Company has carried the consideration receivable at amortized cost as at 31 March 2024 in accordance with the requirements of Ind AS-109 - Financial Instruments.		• Conducted discussions with the Management w.r.t NCCPLs plans to monetise the land bank by means of development of residential/ commercial properties
Given the significant level of judgement involved and the quantitative significance, we have determined this to be a key audit matter.		• Assessed the reasonableness of the Management estimates and judgements used for preparation of future projections/ cash flows of NCCPL from the planned developments as well as used for determination of discount rate, tenor for the purpose of accounting as per Ind AS - 109.
		• Evaluated the appropriateness and adequacy of 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

Report on 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 Ind AS and accounting principles generally accepted in India 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 and Board of Directors are 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 the Board of Directors 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 Standalone 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 financial 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 Standalone 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 Standalone 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 Standalone Financial Statements, including the disclosures, and whether the Standalone 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, individuality 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; and (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 Standalone 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.

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, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of account as required by law relating to preparation of the aforesaid Standalone Financial Statements have been kept by the Company so far as appears from our examination of those books except for not complying with the requirement of maintenance of audit trail as stated in 2(i)(vi) below.

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) In our opinion, aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of written representations received from the directors as on 31 March 2024, taken on record by the Board of Directors, except for the following, none of the directors are disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

Sl No	Name of the Director	Category of Directorship
1.	Prasad V. Potluri	Managing Director
2.	P J Bhavani	Non-Executive Woman Director
3.	Subramanian Parameswaran	Independent Director

f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in Paragraph (b) above.

g) 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 unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

h) 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, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

i) 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 2024 on its financial position in its Standalone Financial Statements (Refer Note 39 to the Standalone Financial Statements);

ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts;

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 (i) and (ii) of Rule 11(e), as provided under (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 in compliance with the provisions of section 123 of the Act does not arise.

vi. Based on our examination , the Company uses Tally Prime as its primary accounting software. However, the Company has not implemented the Audit trail feature (Edit log facility) in the accounting software. Hence, neither was the audit trail feature of the said software enabled nor was it operating during the year for all relevant transactions recorded in the software. Accordingly, the requirement of examining whether there were any instances of the audit trail feature being tampered with and the requirement of preservation of the same by the Company as per the statutory requirements for record retention, does not arise.

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 to the members of "the Company" on the Standalone Financial Statements as of and for the year ended 31 March 2024.

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 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 2024 for 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 by competent persons to the extent of land sold 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 granted interest free loan without specifying any term or period of repayment to three of its subsidiary Companies (including two erstwhile subsidiaries as at 31 March 2024) 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 2024 is provided below:

Particulars	Loans (Rs. In Lakhs)
Aggregate amount provided during the year
- Subsidiaries*	17.01
Balance outstanding as at balance sheet date
- Subsidiaries#	666.02

* This includes loans amounting to Rs. 14.99 Lakhs and Rs. 0.96 Lakhs granted during the year to PVP Global Ventures Private Limited and PVP Media Ventures Private Limited respectively which have ceased to become subsidiaries w.e.f 30 September 2023. (Refer Note 5.2 to Standalone Financial Statements)

# This only includes loans granted to subsidiary as at 31 March 2024 i.e., Safetrunk Services Private Limited. The loans granted to erstwhile subsidiaries have been classified as loans to related parties and the same has been disclosed below (Refer reporting under subclause (B) below)

(Refer Note 5.2 and 6 to Standalone Financial Statements)

(B) The aggregate amount of loans given to parties other than subsidiaries during the year and as on 31 March 2024 is provided below:

Particulars	Loans (Rs. In Lakhs)
Aggregate amount provided during the year
- Related Parties (Other than subsidiaries)	-
Balance outstanding as at balance sheet date
- Related Parties (Other than subsidiaries)	60,958.21

(b) The terms and conditions of loans granted by the Company to 2 of its erstwhile subsidiaries and currently related parties and 1 subsidiary (loan amount granted Rs. 17.01 Lakhs and balance outstanding as at balance sheet date Rs. 39,780.73 Lakhs) are prejudicial to the Companys interest for the loans granted as below:

The terms and conditions of loans granted by the Company to 2 of its erstwhile subsidiaries and currently related parties and 1 subsidiary (loan amount granted Rs. 17.01 Lakhs and balance outstanding as at balance sheet date Rs. 39,780.73 Lakhs) are prejudicial to the Companys interest for the loans granted as below:

The loans granted in prior years to Safetrunk Services Private Limited (Subsidiary), PVP Global Ventures Private Limited (erstwhile subsidiary, now a related party) and PVP Media Ventures Private Limited(erstwhile subsidiary, now a related party) ,amounting to Rs. 39,864.01 Lakhs as on 31 March 2023, were unsecured and were fully provided for. Despite the same, the Company has further provided loans amounting to Rs. 17.01 Lakhs to these parties during the year against which corresponding provision has also been created for an equivalent amount during the year ended 31 March 2024. (Refer Note 5.2 to the Standalone Financial Statements)

(c) In respect of loans granted by the Company, the schedule of repayment is stipulated except w.r.t. loans granted to one of its subsidiaries and two of its erstwhile subsidiaries (currently related parties) 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 one of its subsidiaries/ two of its erstwhile subsidiaries (currently related parties) 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 one of its subsidiaries/ two of its erstwhile subsidiaries (currently related parties) 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 2024

(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)	17.01	-	17.01
Total (A + B)	17.01	-	17.01
% of loans to the total loans granted during the year	100%	-	100%

As on 31 March 2024

(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)	39,780.03	-	39,780.03
Total (A + B)	39,780.03	-	39,780.03
% of loans to the total loans granted during the year	64.55%	-	64.55%

(iv) The provisions of Section 186(1) of the Act have been complied with to the extent applicable. The other provisions of Section 186 of the Act in respect to loans, making investments, providing guarantees and securities are not applicable to the Company as it is involved on the business of providing infrastructural facilities.

Further, the Company has complied with provisions of Section 185 of the Act in respect of loans to entities in which director is interested.

(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 Provident Fund and Employees State Insurance. However there have been material delays in remittance of Tax Deducted at Source, Goods and Services Tax, Income Tax (including 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	Period to which the amount relates
The Tamilnadu Urban Land Ceiling and Regulation Act, 1978	Urban Land Tax	39.72	June 2017 to September 2023
Income Tax Act, 1961	Income Tax*	313.73	Financial Year (FY) 16-17
Income Tax Act, 1961	Income Tax	1,325.24	FY 22-23
Income Tax Act, 1961	Interest on Income Tax for FY 22-23	146.44	April 2023 to September 2023
Income Tax Act, 1961	Interest on TDS	3.00	FY 15-16
Income Tax Act, 1961	Interest on TDS	104.00	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 2024 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	1,276.58	FY 2007-08	Income Tax Appellate Tribunal High Court of Madras Commissioner of Income Tax - National Faceless Appeal Centre
The Income Tax Act, 1961	Income Tax	13.24	FY 2008-09
The Income Tax Act, 1961	Income Tax	493.43	FY 2012-13

(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.

(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 availed a vehicle loan facility during the year and funds have been utilized for purposes for which they were raised.

(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 2024.

(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 issued shares on a preferential basis on account of the following:

Sl No	Nature of Securities	Type of Allotment	No. of Shares Issued	Amount Involved (Rs. In Lakhs)	Purpose	Note Reference to Standalone Financial Statements
1.	Equity Shares	Preferential Allotment	2,450,980	5,000.00	Conversion of Convertible Debentures	17.1 & 45(b)
2.	Equity Shares	Preferential Allotment	12,900,000	1,557.80	Acquisition of HHT	17.1 & 50

The Company has complied with all the provisions of Section 42 and 62 of the Act w.r.t allotment of shares on preferential basis.

(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. (Refer Note No. 43 to the Standalone Financial Statements)

(xiv) (a) Though the Company has an internal audit system as required under Section 138 of the Act, the same needs to be further strengthened to ensure periodical coverage of the entire year and all business cycles, to make it commensurate to the size and 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 entered into non-cash transactions with persons connected with the directors by way of issue of shares of the Company on account of acquisition of HHT. In respect of the above, the Company has obtained the approval of shareholders by way of postal ballot concluded on 30 September 2023. Pursuant to approval of shareholders, 12,900,000 shares were allotted to the aforesaid connected person on a preferential basis vide circular resolution dated 06 October 2023. (Refer Note No.17.1 and 50 to Standalone Financial Statements)

(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 Company does not have any Core Investment Company as a part of the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). Hence, the provisions of clause 3 (xvi) (d) are not applicable to the Company.

(xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.

(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 required to incur Corporate Social Responsibility expenditure under Section 135 of the Act for the financial year ended 31 March 2024 which has not been provided for in the Financial Statements. The Company has not transferred the amount remaining unspent in respect of other than ongoing projects, to a Fund specified in Schedule VII to the Act till the date of our report. However, the time period for such transfer i.e. six months of the expiry of the financial year as permitted under Section 135(5) of the Act, has not elapsed till the date of our report.

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 Clause 2(g) of "Report on Other Legal and Regulatory Requirements" section of the Independent Auditors Report of even date to the members of "the Company" on the Standalone Financial Statements as of and for the year ended 31 March 2024.

Opinion

We have audited the internal financial controls over financial reporting of PVP Ventures Limited ("the Company") as of 31 March 2024 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, the Company has maintained, in all material respects, adequate internal financial controls system over financial reporting as of 31 March 2024 and such internal financial controls over financial reporting were operating effectively as at 31 March 2024, 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 ( the "Guidance Note") issued by the ICAI.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls with reference to Standalone Financial Statements 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.

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 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 with reference to Standalone Financial Statements 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 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
Date : 19 July 2024	Membership Number: 209865
Place : Chennai	UDIN: 24209865BKGEEA1205