PVP Ventures Ltd Directors Report

The Company entered into transactions with its related parties in the ordinary course of business and at arms length basis. All such transactions were placed and approved by the Audit Committee. During the year under review, there were no materially significant transactions entered with the related parties which were in conflict with the interests of the Company and that require an approval of the Members in terms of the SEBI Listing Regulations. Adequate disclosures on the RPTs have been made in Note No 43 of the Notes to the standalone financial statements which forms part of this annual report.

The Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the provisions of the Act. Hence, the disclosure of RPTs in Form AOC-2 is not applicable.

Details of loan from Directors

During the year under review, the Company did not borrow any loan from its directors.

Downstream investments by the Company

All the downstream investments by the Company are in compliance with the provisions of Section 186 and other applicable provisions of the Act read along with the relevant Rules and also the SEBI Listing Regulations.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) is an initiative brought in by the Ministry of Corporate Affairs whereby every company having net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the immediately preceding financial year is mandated to serve the society by contributing at least 2% of the average net profits of the Company made during the three immediately preceding financial years in various CSR activities as defined in Schedule VII of the Companies Act, 2013.

During the financial year 2024-25, the Company did not meet any of the applicability thresholds specified under Section 135 of the Act. Accordingly, the provisions relating to CSR are not applicable for FY 2025-26, and hence,no amount is required to be spent by the Company towards CSR activities also available on the Companys website:

Corporate Governance

The Company is committed to maintaining the highest standards of corporate governance. The Companys Annual Report contains a certificate issued by the Managing Director in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the senior Management personnel and is enclosed along with Annexure-5 The Corporate Governance Report is enclosed as Annexure-6 to this Report.

The Company had obtained a certificate from a Practicing Company Secretary confirming compliance with the Corporate Governance requirements per the SEBI Listing Regulations. The said certificate is enclosed as Annexure 8.

The certificate issued by the Managing Director in respect of the matters specified under Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure 6 and forms part of this Annual Report.

Details of significant and material orders passed by the Regulators or Courts or Tribunals

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Subsidiaries, Joint Ventures, Associate Companies

During the year under review, Safetrunk Services Private Limited, a wholly owned subsidiary of the Company, was struck off from

the records of the Registrar of Companies with effect from July 1, 2025. Consequently, as on March 31,2026, the Company had five out of which two are subsidiaries subsidiary companies and two step-down subsidiary companies. The Company did not have any associate company as on that date. During the year under review, the Company did not enter into any joint venture arrangement and was not a party to any joint venture. Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is annexed to this Report as Annexure 1.

Consolidated financial statements

Pursuant to Section 129(3) of the Companies Act, 2013 and SEBI Listing Regulations, the consolidated financial statements prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India is attached to this report.

Changes in Directors and Key Managerial Personnel

During the financial year under review, the following changes occurred in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Cessations during the year:

Appointments during the year

Appointments after the financial year-end

Declaration by Independent Directors

At the beginning of the financial year, the Company had received declarations of independence from Mr. Subramanian Para- meswaran, Mr. Gautam Shahi and Mr. Kushal Kumar, Independent Directors of the Company, pursuant to Section 149(7) of the Companies Act, 2013 ("the Act") and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), confirming that they met the criteria of independence prescribed under Section 149(6) of the Act and the Listing Regulations. The Board had taken the said declarations on record and was satisfied that the aforesaid Directors fulfilled the conditions of independence specified under the Act and the Listing Regulations.

During the financial year, Mr. Gautam Shahi resigned from the office of Independent Director with effect from February 28, 2026.

Further, pursuant to their appointment as Independent Directors on May 15, 2026, declarations of independence have been received from Ms. Saloni Khandelwal, and Mr. Srivatsan Kalyanasundaram, confirming compliance with the requirements of Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations. The Board has taken the said declarations on record and is satisfied that

they fulfil the conditions of independence as prescribed under the Act and the Listing Regulations.

Details of any director who is in receipt of any commission from the company and who is a managing or whole-time director of the company shall not be disqualified from receiving any remuneration or commission from any holding company or subsidiary company of such company -Not Applicable

Confirmation on other matters on Insolvency and Bankruptcy Code

There is no other application or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. During the year under review, there had been no one-time settlements which the Company had entered into with any bank or financial institution.

Internal Control Systems and its adequacy

The Company has an adequate internal control system to oversee the adherence to the Companys policies, to safeguard the assets, to ensure that the transactions are at arms length, and

to ensure the transactions are accurate, complete and properly authorized prior to execution. The Management Discussion and Analysis Report annexed to this report has details of such internal controls.

Risk Management

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

Vigil Mechanism/ Whistle Blower Policy

The Members of the Audit Committee have access to these policies and changes if any per their recommendation are implemented upon proper analysis.

Committees

Board meetings held during the year

During the year under review, the Board of Directors met 10 times. The details of the meetings are furnished in the Corporate Governance Report enclosed as Annexure 1 to this Report.

Particulars of employees

Disclosure pertaining to the remuneration and other details as required under Section 197(3) of the Act and the Rules framed thereunder is enclosed as Annexure 6 to this Report.

The Companys Employee Stock Option Scheme

Performance Evaluation

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

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

Directors Responsibility Statement

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

a) In the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed and there are no material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that

are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 2025-26.

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

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

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

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Details in respect of Frauds

The Companys auditors report does not have any statement on suspected fraud in the companys operations to explain as per Sec. 134(3) (ca) of the Act.

Cost audit and cost Records

Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 provides the classes of companies, engaged in the production of goods or providing services, having an overall turnover from all its products and services of Rs.35 crore or more during the immediately preceding financial year to maintain cost records in their books of account.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is not required by your Company and hence, such accounts and records are not made and maintained hence Cost audit is also not applicable for the company

AUDIT RELATED MATTERS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. PSDY & Associates, Chartered Accountants (Firm Registration No. 016025S), Chennai, were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30th September, 2022, to hold office until the conclusion of the Thirty-Sixth Annual General Meeting of the Company.

During the financial year under review, M/s. PSDY & Associates resigned as the Statutory Auditors of the Company, resulting in a casual vacancy in the office of the Statutory Auditors. Accordingly, pursuant to the applicable provisions of the Companies Act, 2013.

The Board of Directors appointed M/s. CNGSN & Associates, Chartered Accountants, as the Statutory Auditors to fill the said casual vacancy. The appointment was subsequently approved by the Members at the Extra-Ordinary General Meeting of the Company held on 6th March, 2026, and M/s. CNGSN & Associates have been holding office as the Statutory Auditors of the Company until the conclusion of this ensuing Annual General Meeting.

Internal Auditor

The Board appointed M/s. BDO India LLP, Chartered Accountants as the internal auditor for the Financial Year 2025-26 based on the recommendation of the Audit Committee.

BOARD COMMITTEE COMPOSITION

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

A. AUDIT COMMITTEE

Pursuant to Regulation 18 of SEBI Regulations and the provision of Section 177(8) read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014, the Company has duly constituted a qualified and independent Audit Committee. The composition, procedures, powers, and role/func- tions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

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

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

B. NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

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

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013. The Company is committed to operate in a socially

responsible manner in terms of protecting the environment and conserving water resources and energy.

OTHER MATTERS

A. Remuneration details of Directors and Employees

B. Debentures

During the year under review, the Company issued and allotted, on a private placement basis, Listed, Rated, Senior, Secured, Non-Convertible Debentures aggregating Rs. 150 Crores, comprising:

(i) 9,500 INR denominated Non-Convertible Debentures of face value Rs. 1,00,000 each, aggregating up to Rs.95 Crores ("Series A Debentures"); and

(ii) 5,500 INR denominated Non-Convertible Debentures of face value Rs.1,00,000 each, aggregating up to Rs.55 Crores ("Series B Debentures").

The said debentures were issued in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and other applicable laws.

As on March 31,2026, the Company had outstanding Non-Convertible Debentures aggregating to Rs.150 Crores.

C. Bonus Shares

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

D. Borrowings

The Company has outstanding borrowings including loan from subsidiary companies and other related parties for the financial year ended March 31,2026 as disclosed in Note No. 23 of the audited standalone financial statements of the Company for the year ended March 31,2026.

E. Deposits

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

F. Transfer to Investor Education and Protection Fund

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

G. Code of Conduct for Directors and Senior Management:

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

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

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

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

H. Management Discussion and Analysis Report

In accordance with the requirement of the SEBI Regulations, the Management Discussion and Analysis Report is presented in a separate section of the Annual Report, which is appended as Annexure 4.

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

The Company has in place a Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Compliants Committee (ICC) has been set up to redress the complaints received in connection with sexual harassment in any form.

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

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

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

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

D. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not applicable

E. A statement by the company with respect to the compliance to the provisions relating to the Maternity Benefits Act, 1961.

During the year under review the company has complied with all the provisions relating to the Maternity Benefit Act,1961.

F. Green initiatives

Acknowledgement

The Board of Directors takes this opportunity to thank the Companys employees for their dedicated service and firm commitment in pursuing the goals of the Company. The Board extends its gratitude and appreciation for the continued support of the Government, bankers, financial institutions, etc.

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