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PVP Ventures Ltd Auditor Reports

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PVP Ventures Ltd Share Price Auditors Report

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 2026, 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 material 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 2026, 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.

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 subsidiaries during the year and assessment of control Principal audit procedures performed included the following:
During the year ended 31 March 2026, the Company acquired equity interests in two entities which have been classified as subsidiaries and are carried as investments at cost in these Standalone Financial Statements in accordance with the Companys accounting policy under Ind AS 27 - Separate Financial Statements. The aggregate carrying value of these investments as at 31 March 2026 is Rs. 6,173.66 Lakhs (Refer Note no 5 to the Standalone Financial Statements). • Read the Companys accounting policy for investments in subsidiaries in the Standalone Financial Statements and evaluated its compliance with Ind AS 27.
The acquisitions were completed on different dates during the year. The classification of each investee as a subsidiary directly affects the measurement, presentation and disclosure of the investment in the Standalone Financial Statements. • Obtained the list of entities acquired during the year and, for each acquisition, inspected the share purchase / subscription agreements, shareholders agreements, Articles of Association and Board resolutions to understand the rights conferred on the Company, including the right to appoint or remove directors, veto rights and other substantive rights.
Given the significant judgment involved in the assessment of control and the quantitative significance of these investments, we have determined this to be a key audit matter. • Considered the shareholding pattern and the rights of the other shareholders to determine whether any of them hold substantive or protective rights that could indicate that control is shared or absent.
• For acquisitions from related parties, performed procedures in accordance with SA 550 - Related Parties, including tracing the consideration to the underlying agreements and Board / committee approvals and evaluating whether the transactions were appropriately identified, authorized and disclosed.
• Assessed the date on which control was obtained for each acquisition by reference to the closing / completion documents and tested the recognition and measurement of the investment at cost.
• Evaluated whether indicators of impairment of the investments existed as at the reporting date and, where applicable, assessed managements impairment analysis in accordance with Ind AS 36 - Impairment of Assets.
Acquisition of associates during the year and assessment of significant influence and treatment of same as subsidiary based on Ind AS requirements Principal audit procedures performed included the following:
During the year ended 31 March 2026, the company acquired equity interests in 7 Med India Private Limited. Based on the companys ability to control the composition of the Board of Directors, the investee has been classified as a subsidiary and is carried as investments at cost in these Standalone Financial Statements in accordance with the Companys accounting policy under Ind AS 27 - Separate Financial Statements. The aggregate carrying value of these investments as at 31 March 2026 is Rs.6,750.19 Lakhs (Refer Note no 5 to the Standalone Financial Statements). • Read the Companys accounting policy for investments in asso- ciates/subsidiaries in the Standalone Financial Statements and evaluated its compliance with Ind AS 27.
The classification of an investee as an associate depends on whether the Company has significant influence - the power to participate in the financial and operating policy decisions of the investee, but not control or joint control - as defined in Ind AS 28 - Investments in Associates and Joint Ventures. This assessment involves judgment, particularly where the Companys shareholding is near the 20% threshold or where other shareholders hold substantive rights, and requires evaluation of factors such as representation on the Board of Directors, participation in policy-making processes, material transactions with the investee and interchange of managerial personnel. • For each investee classified as an associate, inspected the acquisition agreements, shareholders agreements and details of Board composition to evaluate whether the Company has significant influence but not control.
Given the significant judgment involved and the quantitative significance of this investment, we have determined this to be a key audit matter. • Evaluated managements assessment of significant influence under Ind AS 28, considering representation on the Board, participation in policy-making processes, material transactions with the investee and interchange of managerial personnel, and assessed whether any rights held by other shareholders limit the Companys influence or, conversely, confer control.
• Assessed the date from which significant influence was obtained for each acquisition and tested the recognition and measurement of each investment at cost.
• For acquisitions from related parties, performed procedures in accordance with SA 550 - Related Parties to trace the consideration to the underlying agreements and approvals and to evaluate their identification, authorization and disclosure.
• Evaluated whether indicators of impairment of the investments existed as at the reporting date and, where applicable, assessed managements impairment assessment in accordance with Ind AS 36.
• Evaluated the appropriateness and adequacy of the related disclosures relating to associates, including the shareholding percentage and the nature of significant influence, in accordance with Ind AS 27 and Schedule III to the Companies Act, 2013.
• Evaluated the Companys assessment of control over the investee, including the rights relating to appointment of Directors and the composition of the Board. Based on the terms of the relevant agreements and governance documents, we observed that the Company controlled the Board of Directors from the fourth quarter of the financial year under audit and therefore exercised control over the investee as on the reporting date.
• Accordingly, the investee was classified as a subsidiary under the applicable accounting requirements.
Contingent Liability Principal audit procedures performed included the following: Obtained an understanding of the managements process for:
Over the years, the Company has received various demands and Show Cause Notices (SCN) w.r.t Income Tax (IT), Goods and Service Tax (GST) and Securities and Exchange Board of India (SEBI). The amount of such contingent liabilities disclosed in Note 40.1 of the Standalone Financial statements is Rs.1,797.25 Lakhs. - identification of legal and tax matters initiated against the Company;
The Company has filed replies against the SCN and in cases where post the SCN, demand order has been served on the Company - Appeals have been filed which are pending adjudication with the appellate authorities. In certain cases, where the Company has received favourable order from the first level appellate authority, the respective regulatory authority could have filed an appeal with the subsequent appellate authority. - Assessment of accounting treatment for each such litigation identified under Ind AS 37, and for measurement of amounts involved.
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 any of the matters. For matters where the Company believes it does not stand a good chance, it has created provision for contingency. • Obtained an understanding of the nature of litigations pending against the Company and discussed the key developments during the year w.r.t litigations with the management.
The assessment of a provision or a contingent liability requires significant judgment by the management of the Company because of the inherent complexity in estimating the outcome. • Obtained necessary SCN, reply filed, Demand order, appeals/ petitions filed at appellate/ judicial forum and reviewed the gist/ summary of all the documents.
The amount recognized as a provision is the best estimate of the expenditure. The provisions and contingent liabilities are subject to changes in the outcomes of litigations and claims and the positions taken by the management of the Company. • We have also carried out the discussions with counsels/ independent consultant appointed by the Company to assist in defending disputes/ litigations and assess the possible outcome relating to disputes. We have also evaluated their independence, objectivity and competence. Additionally, involved the auditors independent tax expert to understand the current status of the Income Tax cases and review the managements assessment of the possible outcome of the disputes.
The Company has revisited its process of quantification of contingent liability on a holistic basis by assessing various accounting principles/ industry practices/ legal interpretations/ judicial pronouncements and guidance provided by professional bodies. • Monitored developments on existing litigations and new litigations, to ensure that the tax provisions/ contingent liability have been appropriately adjusted to reflect the latest external developments and their potential material impact on the amounts recorded or disclosed in the financial statements.
Given the significant level of judgment 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.

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 Boards Report including Annexures thereto, Management Discussion and Analysis, Report on Corporate Governance and Chairmans Statement but does not include the Standalone Financial Statements and our auditors report thereon.

• Our opinion on the Standalone Financial Statements does not cover the other information and we do 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 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.

• If, based on the work we have performed on the other information that we obtained prior to the date of this auditors report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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, the 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 is 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.

• Obtain sufficient and appropriate audit evidence regarding the financial information of the entity to express an opinion on the Standalone Financial Statements.

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

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, the 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 2026, taken on record by the Board of Directors, none of the directors are disqualified as on 31 March 2026 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to financial statements.

g) 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.

h) With respect to the other matters to be included in the 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 2026 on its financial position in its Standalone Financial Statements (Refer Note 40 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.

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.

Based on our examination, which included test checks, the Company has used Tally Prime as its accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility. The audit trail feature was enabled for the period from 1 April 2025 to 31 March 2026 and was enabled and operated with effect from 1 April 2025 for all relevant transactions recorded in the software.

For the period during which the audit trail feature was operational, we did not come across any instance of the audit trail feature being tampered with.

The audit trail, to the extent maintained, has been preserved by the Company as per the statutory requirements for record retention.

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 2026.

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 Standalone Financial Statements of the Company do not have any intangible assets. Hence reporting under this Clause is not applicable.

(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 is not applicable to the Company.

(d) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use assets) 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 2026 for any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) (a) Having regard to the nature of inventory i.e., Land, reconciliations with survey numbers of stock-in-hand 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 granted an interest-free loan

without specifying any term or period of repayment to its wholly owned subsidiary.

(A) The aggregate amount of loans given to subsidiaries during the year and as on 31 March 2026 is provided below:

Particulars Loans (Rs. In Lakhs)
* Aggregate amount provided during the year
Subsidiaries 1,230.36
# Balance outstanding as at balance sheet date
Subsidiaries 4,102.69

* This includes loans amounting to Rs.1,230.36 Lakhs granted during the year to Humain Healthtech Private Limited. (Refer Note 5.2 to Standalone Financial Statements)

# This includes outstanding loans of Rs. 3,436.49 Lakhs and Rs. 666.20 Lakhs to Humain Healthtech Private Limited and Safetrunk Services Private Limited as at 31 March 2026. A provision of Rs. 666.20 lakhs has been created for the loan advanced to the subsidiary (Safetrunk Services Private Limited).

(B) The aggregate amount of loans given to parties other than subsidiaries during the year and as on 31 March 2026 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) 60,807.67

(b) The terms and conditions of loans granted by the Company to two of its erstwhile subsidiaries and currently the related parties and 2 subsidiaries are prejudicial to the Companys interest for the loans granted as below:

^ The loans granted in prior years to Global Ventures Private Limited (erstwhile subsidiary, now a related party) and to PVP Media Ventures Private Limited (erstwhile subsidiary, now a related party), amounting to Rs.38,964.18 Lakhs as on 31 March 2026, were unsecured and were fully provided for as at previous year end. Except for the loan provided to Newcyberabad City Projects Private Limited, all other loan balances have been fully provided for. (Refer Note 5.2 to the Standalone Financial Statements).

^ The loans granted in prior years to Safetrunk Services Private Limited, amounting to Rs. 666.20 lakhs were fully provided.

^ During the year ended 31 March 2026 the Company had advanced loans amounting to Rs.3,436.49 Lakhs to Humain Healthtech Private Limited which are interest free and unsecured despite cessation of one of the operations of HHT and deteriorating overall financial and operational position, including the net worth of the subsidiary. While the Company pays interest on loans taken / other long term financial liabilities from Related Parties, no interest has been charged on the loans advanced to HHT. (Refer Note 5.2 to the Standalone Financial Statements).

(c) I n respect of loans granted by the Company, the schedule of repayment is not stipulated w.r.t. loans granted to two of its subsidiaries and two of its erstwhile subsidiaries (currently related parties) 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 two 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 amount overdue. (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. However, with respect to unsecured Loans granted to two 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 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 2026

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) 1,230.36 - 1,230.36
Total (A + B) 1,230.36 - 1,230.36
% of loans to the total loans granted during the year 100% - 100%

As on 31 March 2026

Particulars All Parties Promoters Related Parties
Aggregate of advances in nature of loans
- Repayable on demand (A) 43,066.87 - 43,066.87
- Agreement does not specify any terms or period of repayment (B) - -
Total (A + B) 43,066.87 - 43,066.87
% of loans to the total loans as at 31 March 2026 66.35% - 66.35%

(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 engaged in 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 (vi) of the Order is not applicable.

(vii) (a) The Company has not been regular in depositing undisputed statutory dues. There have been material delays in remittance of Provident Fund, Employees State Insurance, Tax Deducted at Source, Goods and Services Tax, Income 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:

Name of the Statute Nature of Dues Amount in Rs. In Lakhs Period to which the amount relates
The Tamil Nadu Urban Land Ceiling and Regulation Act, 1978 Urban Land Tax 15.61 June 2017 to September 2023
Income Tax Act, 1961 TDS 4.60 Financial Year (FY) 2025-26
Income Tax Act, 1961 Income Tax* 216.67 Financial Year (FY) 2016-17
Income Tax Act, 1961 Interest on the above Income tax liability 227.45 From FY 2016-17 to FY 2024-25

*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 2026 are given below: -

Nature of Statute Nature of Dues Amount Disputed (Rs. In Lakhs) Period to which Amount Relates Forum where dispute is pending
The Income Tax Act, 1961 Income Tax 13.24 FY 2008-09 Honorable High Court of Madras
The Income Tax Act, 1961 Income Tax 1,276.58 FY 2007-08 Honorable High Court of Madras
The Income Tax Act, 1961 Income Tax 493.43 FY 2012-13 CIT (A) - NFAC
SEBI Act, 1992 Penalty 14 June 2022 Securities Appellate Tribunal

Notes

A. The above excludes Show cause notices received pending formal demand notices. Refer Note 40.2 of the Standalone Financial statements

B. The above amounts have been disclosed after adjusting amounts paid under protest and suo-moto adjustments/recov- eries made by the respective Government department.

C. The above amounts include the demand in respect of which the Company has obtained stay for recovery of demand.

D. The above disclosures do not include demands arising subsequent to the Balance Sheet date, i.e. 31 March 2026 or any subsequent developments including disposal of the matter subsequent to the year end.

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no transaction relating to previously unrecorded income was surrendered or disclosed 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, wherever repayment schedule has been prescribed.

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

(c) 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 2026.

(d) According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, (as defined under the Companies Act 2013) during the year ended March 31, 2026. Hence clause 3(ix) (e) of the Order is not applicable.

(e) According to the information and explanations given to us and on an overall examination of the Standalone Financial Statements of the Company, we report that the company has not raised loans during the year on the pledge of securities held in its subsidiary (as defined under the Companies Act 2013) Hence clause 3(ix)(f) of the Order is not

applicable.

(x) (a) The Company has not issued any of its securities (includ

ing debt instruments) during the year and hence reporting under clause (x)(a) of the Order is not applicable.

(b) During the year the Company has not issued shares on a preferential basis and hence reporting under clause (x)(b) of the Order is not applicable.

(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 Section 143(12) 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 up to 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. 44 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) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company. .

(xvi) According to the information and explanations given to us, we are of the opinion that the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and the company is not a core investment company (CIC) as defined in the regulations made by the reserve bank of India, accordingly the provisions of clause 3(xvi) of the order are not applicable;

(a) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

(b) The provisions of sub-clause (b) of clause 3(xvi) of the order are not applicable.

(c) 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 in the financial year covered by our audit and had incurred cash losses amounting to Rs. 784.66 lakhs in the immediately preceding financial year (i.e., FY 2024-25).

(xviii) We, the undersigned, were appointed as the Statutory Auditors of the Company by the Board of Directors at its meeting held on 8th December 2025 to fill the casual vacancy in the office of the Statutory Auditors of the Company. The said appointment was ratified by the members of the Company at the Extraordinary General Meeting held on 6th March 2026. Accordingly, we have been the auditors of the Company with effect from the quarter ended 31 December 2025. The Standalone Financial Results for the quarters ended 30 June 2025 and 30 September 2025 were reviewed by the predecessor auditors, PSDY & Associates, Chartered Accountants (Firms Registration Number: 010625S), who expressed unmodified review conclusions thereon. To the extent that the year to date figures up to the third quarter of the current financial year include the figures so reviewed by the predecessor auditors, our review conclusion and audit opinion are based on their reports.

Our audit opinion is not modified in respect of this matter.

(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 the 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 does not meet the threshold under Section 135 of the Act in the immediately preceding financial year (FY 2024-25), and hence the provisions relating to Corporate Social Responsibility are not applicable for the year ended 31 March 2026 and reporting under clause 3(xx)(a) and (b) of the Order is not applicable.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of the audit of financial statements of the company. Hence, our comment in respect of said clause has been included in the Consolidated Audit 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 2026.

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 with reference to financial statements 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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the 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 with reference to financial statements were 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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 with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

A Companys internal financial control with reference to financial statements 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 with reference to financial statements 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 with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to the Standalone Financial Statements and such internal financial controls with reference to financial statements were operating effectively as at 31 March 2026, based on the criteria for internal financial control with reference to financial statements established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

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