PVP Ventures Ltd Directors Report

Dear Shareholders,

Your Directors have the pleasure in presenting the Thirty fourth Boards Report of PVP Ventures Limited along with the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2025.

The summarized Financial Results are as under:

[ Rs. In Lakhs]

	STANDALONE		CONSOLIDATED
PARTICULARS	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Summary of Statement of Profit and Loss:
Total Income	2,818.48	767.65	3,861.18	1,680.27
Less: Total Operating and other administrative expenses	2,242.24	1,075.50	3,476.87	2,044.03
Profit/(Loss) before Finance cost and Depreciation	576.24	(307.85)	384.30	(363.75)
Less: Finance Cost	361.80	490.33	395.23	536.62
Profit/(Loss) before Depreciation	214.44	(798.18)	(10.93)	(900.37)
Less: Depreciation and Amortization	89.30	80.47	204.38	190.13
Profit/(Loss) before Exceptional Items	125.14	(878.65)	(215.31)	(1,090.50)
Less: Exceptional Items	669.69	(3,650.28)	669.69	(7,248.20)
Profit/(Loss) before Tax	(544.55)	2,771.63	(885.00)	6,157.70
Less: Tax including Deferred Tax	(154.15)	(467.77)	(28.89)	(496.28)
Profit/(Loss) after Tax	(390.40)	3,239.40	(856.11)	6,653.98
Other Comprehensive Income/(Loss)	(83.38)	(225.30)	(80.00)	(222.56)
Total Comprehensive income/(Loss)	(473.78)	3,014.10	(936.11)	6,431.42
Earnings per Share (In J)	(0.15)	1.28	(0.26)	2.66
Summary of Movement of Retained Earnings :
Balance brought forward from last year	(87,255.78)	(90,269.88)	(85,555.09)	(1,04,568.18)
Add: Profit/(Loss) after Tax	(390.40)	3,239.40	(856.11)	6,700.88
Other Comprehensive Income	(83.38)	(225.30)	(80.00)	3.49
Less: Appropriations	-	-	-	-
Final Dividend	-	-	-	-
Tax on Dividend	-	-	-	-
Balance Carried to Balance Sheet	(87,729.56)	(87,255.78)	(86,524.43)	(85,771.06)

Performance and State of Affairs of the Company

During the financial year under review, the Company continued its operations in the areas of urban infrastructure, real estate development, and strategic investments. The Company recorded revenue from operations of approximately H 27.2 crore on a consolidated basis for the year ended 31st March 2025. However, it incurred a net loss of H 8.56 crore, primarily on account of reduced operating revenues and increased expenses during the period.

The Company faced continued challenges in sustaining operating margins due to market volatility, limited scale of operations, and constrained liquidity across the real estate sector. The financial performance reflected a year-on-year decline in profitability compared to the previous fiscal. Key profitability ratios such as Return on Equity (ROE) and Earnings Per Share (EPS) remained negative, indicating subdued returns and erosion of shareholder value in the short term.

Despite these challenges, the Company has maintained a conservative capital structure with negligible long-term borrowings and a healthy debt-to-equity ratio, reflecting prudent financial management. The net worth of the Company continues to remain stable, backed by tangible assets and long-term investments.

Consequent to the close of the financial year, the Company on 23rd April 2025 acquired 56.01% equity stake in Optimus

Oncology Private Limited for a total consideration of 54.73

Crores and, on the same day, also acquired 52% equity stake in Biohygea Global Private Limited for a total consideration of 7 Crores. Pursuant to these acquisitions, both Optimus

Oncology Private Limited and Biohygea Global Private Limited have become material subsidiaries of the Company with effect from 23rd April 2025.

The equity shares of the Company are listed on BSE and NSE. As of March 31, 2025, the market capitalization of the Company stood at approximately H 570.28 crore. The stock traded in the range of H 19 to H 39 per share during the year, reflecting investor sentiment and overall market dynamics.

Looking ahead, the Company remains committed to optimizing its existing assets, strengthening operational efficiency, and exploring new growth opportunities in line with its long-term strategic vision. Management continues to focus on improving financial performance, enhancing shareholder value, and ensuring long-term sustainability of business operations.

Share Capital

During the year under review there were no increase in paid up share capital.

Details of Issue of Equity Shares with Differential Rights, details of issue of Sweat Equity Shares

During the year under review, the Company neither issued any shares with differential rights nor any sweat equity shares. Hence, the disclosure under these sections are not applicable.

The change in nature of the Companys business

During the financial year 2024-2025, there was no change in the nature of the Companys business. No material change and/or commitment affecting the financial position of your Company has occurred during the year under review.

Dividend

The Board of Directors have not recommended any dividend as the Company did not have significant operational cash flows during the year under review.

Transfer of Profit to Reserves

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

Material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the Report

Pursuant to the provisions of Section 134(3)(l) of the Companies

Act, 2013, the Board hereby confirms that there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year, i.e., 31st March 2025, and the date of this Report except as stated below.

Subsequent to the closure of the financial year, the Company successfully raised H 150 Crores through the issuance of Non-

Convertible Debentures (NCDs) on a private placement basis.

The proceeds from this capital infusion have been judiciously allocated towards strategic initiatives aimed at strengthening the Companys portfolio and enhancing its long-term value proposition. In line with this objective, the Company has consummated the acquisition of a majority stake in Optimus Oncology Private Limited and secured a controlling interest in BiohygeaGlobalPrivateLimited,therebyreinforcingitspresence and capabilities in the healthcare and life sciences sectors. These strategic investments are expected to yield substantial benefits and contribute meaningfully to the Companys long-term growth trajectory, with the financial implications of these initiatives to be reflected in the results of subsequent financial periods.

Human Resources

The number of direct employees as on 31st March, 2025, was 21. The Company provides equal opportunities regardless of race and gender. The Company continues to attract talent with competency for the growth of the Company. Employee relations continue to be cordial and harmonious at all levels and in all the divisions of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication.

Research and Development, conservation of energy, technology absorption, foreign exchange earnings and outgo

The Company did not engage in any research and development activities and hence there is no disclosure to that extent. The Company did not engage in any manufacturing or service activities. However, the company had taken all possible measures to conserve energy and the employees are encouraged to use electric vehicles, public transport for commuting wherever possible. There had been no foreign exchange earnings and outgo during the year under review.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act ("Act")

The particulars of loans, guarantees and investments under

Section 186 of the said Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2024-2025 are given in Note No. 5, 6, 7 of the Notes to the standalone financial statements. As the Company is primarily engaged in the business of infrastructure, no interest is charged on the loans extended by the Company to other companies within the Group.

Particulars of contracts or arrangements with related parties

In compliance with the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions (RPTs) as approved by the Board which is available on the Companys website and can be accessed at pvpglobal.com.

The Company entered into transactions with its related parties in the ordinary course of business and at arms length basis. 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 44 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 reading along with the relevant Rules and also the SEBI Listing Regulations.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Companies Act,

2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company meeting the prescribed criteria of a net worth of 500 crores or more, or turnover of 1,000 crores or more, or a net profit of 5 crores or more during the immediately preceding financial year, is required to spend at least 2% of the average net profits of the three immediately preceding financial years on CSR activities.

During the financial year 2023-24, 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 2024-25, and hence, no amount is required to be spent by the Company towards CSR activities.

However, the Statutory Auditor & Secretarial Auditor in their respective reports have drawn an Emphasis of Matter in respect of certain observations relating to the previous financial year 2023 -24, as the company had met the Criteria for CSR applicability in the FY 2022 - 23. The Board has provided its response to the said emphasis, which is included in the relevant section of the Auditors Report forming part of this Annual Report.

Further, in compliance with Section 135 of the Act read with the applicable Rules and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had constituted a Corporate Social Responsibility Committee. The Committee has framed the CSR Policy, which is available on the Companys website at: www.pvpglobal.com. The composition of the Committee is disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.

The core functions of the CSR Committee include formulating and recommending to the Board the activities to be undertaken by the Company in accordance with Schedule VII of the Act.

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 - 6 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 7.

The certificate from the Managing Director and Chief Financial Officer are enclosed along with Annexure 6.

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

On 17th January 2025, the Company received a demand order from the GST Department amounting to H 6.87 Crores, along with an additional duty of H 6.87 Crores, aggregating to H 13.74

Crores. The Departments contention was that the Company was engaged in real estate project development activities. However, the Company has consistently maintained that it was solely the owner of the land and had no involvement in any development activity.

Consequently, the said demand order was challenged before the Honble High Court of Madras, which, vide its order dated

21st July 2025, set aside the demand raised by the Department. The Auditors have drawn attention to this matter as an "Emphasis of Matter" in their report, to which the Board has provided an appropriate response. The detailed response is included in the Auditors section of this Report.

Apart from the above, there are no other significant or material orders passed by Regulators, Courts, or Tribunals that would affect the Companys going concern status.

After the end of the financial year, on 30th May 2025, the Registration Department, Government of Tamil Nadu, raised a demand of approximately 12 Crores without providing any proper rationale or basis for such demand. The Company challenged the said demand before the Honble High Court of

Madras, which was subsequently set aside by the Court. The Statutory Auditors have drawn an Emphasis of Matter on this issue in their Report, and the Managements response to the said emphasis has been appropriately provided in the

Auditors Section of this Report.

Subsidiaries, Joint Ventures, Associate Companies

As on March 31, 2025, the Company had three wholly owned subsidiary companies, two step down subsidiaries and no associate company.. There were no joint ventures signed by the Company during the year under review and the Company does not form part of any joint ventures during the said period.

Form AOC-1 describing the salient features of the financial statements of the subsidiary companies is enclosed as Annexure 1 to this report. In accordance with the provisions of Section 136 of the Act and the amendments thereto, and the SEBI Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the Companys subsidiaries are placed on the Companys website viz. www.pvpglobal.com. The Company has formulated a policy to determine material subsidiaries. The said policy is available on th Companys website viz., www.pvpglobal.com.

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 year under review, there were changes in the key managerial personnel and Director as following:

S. No	Name of the Personnel/ Director	Designation	Appointment/ Cessation	Date of the Occurrence
1	Mr. Kushal Kumar	Independent Director	Appointment	May 25, 2024
2	Mr. D Mahesh	Company Secretary	Cessation	January 17, 2025

During the year under review and after the balance sheet date, the following appointments took place:

S. No	Name of the Personnel	Designation	Appointment Date
1	Mr. B. Vignesh Ram	Company Secretary	April 23, 2025

During the year under review no changes have occurred in the Composition of the Board of Directors of the Company.

Declaration by Independent Directors

The Company has received necessary declarations from Mr. Subramanian Parameswaran, Mr. Gautam Shahi, Mr. Kushal

Kumar Independent Directors, under Section 149 (7) of the

Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 25 of the Listing

Regulations and their Declarations have been taken on record. 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

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers)

Rules, 2014 and Regulation 22 of the SEBI Listing Regulations and in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same are available on the Companys website https://www. pvpglobal.com/pdf/WhistleBlowerPolicy-PVPL.pdf The Members of the Audit Committee have access to these policies and changes if any per their recommendation are implemented upon proper analysis.

Committees

As on March 31, 2025 the Company has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee as per prescribed statutes Composition of these committees are provided in the Report on Corporate Governance which forms part of this Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on August 20, 2025, approved the appointment of ARS & ASSOCIATES COMPANY SECRETARIES LLP (Firm Registration No. L2015TL009900) as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the financial year 2025-26 and continuing till the financial year 2029-30, subject to the approval of the shareholders at the ensuing Annual General Meeting.

The said firm shall hold office till the conclusion of the Annual General Meeting to be held in the year 2030 and will conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Company has received the necessary consent from the firm to act as its Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31, 2025 is enclosed as Annexure 2 to this Report. The said report had highlighted the following deviations. Management response for the deviations is also given below

S. No	Deviation	Management Response
1.	There was a delay in submission of disclosures of related party transactions to the stock exchanges for the half year ended March 31, 2024. BSE vide its e-mail communication dated June 28, 2024 had levied a fine of H 5900/-(including GST) for violation of Regulation 23(9) of SEBI LODR. The Company had applied for the waiver of the fine. The application is still pending.	The Company had applied for the waiver of the fine. The application is still pending. The Company has put adequate process in place to ensure that there are no lapses in the future.
2.	There was a delay in submission of disclosures of related party transactions to the stock exchanges for the half year ended September 30, 2024. BSE vide its e-mail communication dated December 13, 2024 had levied a fine of H 5900/-. (including GST) for violation of Regulation 23(9) of SEBI LODR. Such fine amount has been paid by the Company on December 31, 2024.	The delay in submission of the disclosure was due to a technical issue. The Company has put adequate process in place to ensure that there are no lapses in the future.
3	The Company has not submitted "No Default Statements" to Credit Rating Agencies for the period from July 2017 to June 2018 as required under SEBI Circular No. SEBI/ HO/MIRSD/MIRSD3/P/2017/71 dated June 30, 2017. The SEBI has passed Common Adjudication Order dated June 19, 2024, against the Company for the above said non-compliance, whereby, a fine amount of H 14,00,000 (including GST) is levied on the Company. The Company has appealed against the order before SEBI Securities Appellate Tribunal. The matter is sub judice.	The non-submission of the ‘No Default Statement to the Credit Rating Agency was on account of the fact that there was no instance of default, and the lapses occurred during the COVID-19 period. However, the Company has preferred an appeal in the said matter before the Securities Appellate Tribunal. The matter is pending disposal.
4	The Company has complied with the provisions of regulation 30 read with Part A of the Schedule III of SEBI LODR with minor deviation.	The Company has rectified all the filings with some minor delay. Now the company has put adequate process in place to ensure that there are no lapses in the future
5	The Company is in the process of quantifying its liability considering legal interpretations around the computation of profits under Section 198 of the Act for the financial year 2023-24 on the basis of which the CSR to be spend is computed. While the Company has created a provision during the current year ended 31 March 2025, which is the estimated maximum amount to be spent, the actual unspent could vary based on legal/ professional discussions being carried out in this regard. Any adjustment to such an unspent amount would be carried out upon finalization of the management assessment in this regard and when such amount is finally remitted as required under Section 135(5) of the Companies Act, 2013.	The Board is of the considered opinion that the profits generated by the Company during the Financial Year 2023 24 were not operational in nature. These profits primarily arose from the certian exceptional items like waiver of interest on debetures. pursuant to a one-time settlement arrangement with the debenture holders. The Board views these as exceptional items, and therefore, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable. Further, as on date, the legislative intent of the CSR provisions is under interpretation, and non-compliance, if any, has not been established or ascertained.

Pursuant to Regulation 24(A) of the SEBI Listing Regulations, the Company has obtained an annual secretarial compliance report from the above mentioned Secretarial Auditor and the same was submitted to the stock exchanges as per the prescribed timeline.

Humain Healthtech Private Limited, a material unlisted subsidiary of the Company, had obtained the Secretarial Audit Report from M/s. Damodaran & Associates, Practicing Company Secretaries and this report is enclosed as Annexure 3.

Secretarial Standards

The Board confirms compliance with the Secretarial Standards notified by the Institute of Company Secretaries of India.

Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3) of the Act, the Annual Return of the Company as at March 31, 2025 is available on the Companys website at https://www.pvpglobal.com/annual-return/.

Board meetings held during the year

During the year under review, the Board of Directors met 7

(Seven) times. The details of the meetings are furnished in the Corporate Governance Report enclosed as Annexure 6 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 frames thereunder is enclosed as Annexure 4 to this Report.

The Companys Employee Stock Option Scheme

During the year under review, no options were granted to any employee of the Company. The Company has an Employee Stock Option Scheme as approved by the Board of Directors, Shareholders and the said scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee benefits and Sweat Equity) Regulations, 2021.

Disclosure with respect to the above mentioned ESOP Scheme is available in the Companys website https://www.pvpglobal. com/employee-stock-option-plan/ .

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, 2025, 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 2024-2025.

(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 H 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

Section 139 of the Companies Act, 2013 provides for the appointment of Statutory Auditors for a period of five years and thus M/s

PSDY & Associates, Chartered Accountants (Registration No.016025S), Chennai were appointed as the Statutory Auditors of the

Company in the Annual General Meeting of the Company held on 30th September, 2022 for a period till the conclusion of the Thirty Sixth Annual General Meeting.

Accordingly, M/s. PSDY & Associates will continue as Statutory Auditors of the Company till the financial year 2026-27. The Auditors Report for the financial year 2024-25 on the financial statements does not contain any qualifications, reservations, adverse remark or disclaimer w.r.t. true and fair view of state of affairs.

However, the Auditors report consists of the below matters as stated in Emphasis of matter (EOM) by the Auditors in Standalone Audit Report. The Audit report is not qualified in respect of these matters but as a matter of governance the Directors has summarized the said matters and their responses as below

S. No. Emphasis of Matter	Management Response
1. We draw attention to Note No. 61 of the Standalone Financial Statements which highlights that, Corporation Finance Investigation Department ("Investigation department") of Securities and Exchange Board of India ("SEBI") has issued summons under Section 11C of SEBI Act, 1992, to the Company, Chief Executive Officer and the Managing Director for production of documents before the Investigating Authority. The summons were issued relating to loans and investments extended to the erstwhile subsidiaries (currently related party) - PVP Global Ventures Private Limited and PVP Media Ventures Private Limited and Wholly owned subsidiary - Safetrunk Services Private Limited. As stated in the said note, the Management has duly responded to the said summons and is confident of a favourable outcome. Our opinion is not qualified in respect of above matter.	During the year under review, the company received certain notices from SEBI seeking clarifications and information with respect to loans and investments made in its subsidiaries. The company has provided comprehensive responses to all such queries within the stipulated timelines and has ensured full compliance with the applicable regulatory requirements. The Board would like to emphasize that these notices were in the nature of information requests and did not involve any adverse findings. The Company remains fully committed to the highest standards of governance and is confident of a positive outcome in this regard.
2. We draw attention to Note No. 51 & Note No. 52 of the Standalone Financial Statements, w.r.t 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 corresponding accounting. Principal amount of Rs. 21,843.49 lakhs is outstanding from the said party as at 31 March 2025. The Management of the Company is confident of recovering the loan within the extended tenor duly factoring in the future business plans	The lands held by the Company through its erstwhile subsidiary NCCPPL were earlier attached in connection with ongoing proceedings initiated by the Enforcement Directorate (ED) and SEBI. Subsequently, the Company was fully exonerated from all such cases. However, despite the exoneration, the attached lands were not released by the ED. In view of the continued attachment, the Company approached the Honble High Court of Telangana through a Writ Petition.
of the related party and considering positive developments w.r.t ongoing litigations as highlighted in the said note.	The Court directed the release of the said lands. Pursuant to the Courts directions, the lands were released by the Enforcement Directorate during the financial year 2025 - 26.
Further the Company is guaranteed 50% payout from the revenues generated in excess of the loan outstanding, out of the sale/development of the aforesaid properties as	It is pertinent to note that at the time of initial attachment, the lands were situated in the erstwhile State of Andhra Pradesh.
per the Share Purchase Agreement (SPA) as indicated in the aforesaid note. Accordingly, the Management of the Company believes that neither is there a necessity to charge interest on the loans advanced nor a requirement to create an allowance for expected credit loss Based on the internal assessment/ professional opinion	Post-bifurcation, the said lands now fall within the State of Telangana. The Company is in the process of updating the land records on the official portal "Dharani." Upon completion of this process, the Company intends to monetize these lands, and the proceeds will be utilized for repayment of debt in accordance with the approved restructuring scheme.
received, the Company believes that the provisions of Section 186 of the Act in respect of loans, making investments, providing guarantees and the securities are not applicable to the Company as it involved on the business of providing infrastructural facilities, except for Section 186(1) of the Act.	In view of the above, the Board is confident of recovering the monies from monetization of the lands within the stipulated tenor and, accordingly, does not consider it necessary to consider for any allowances as the realizable value is expected to be significantly higher.
3 We draw attention to Note No. 48 of the Standalone Financial Statements, which is related to the sale of Companys erstwhile subsidiary, i.e 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	This point on Emphasis of Matter is linked to point (b). Accordingly, the Board draws attention to point (b) and assures that the Company is taking all possible efforts to monetize the said lands. Once the lands are monetized, as per the approved Scheme of Business Arrangement, the loans shall be recovered from PHML.
Rs. 2,800 Lakhs remains outstanding from PHML as at 31 March 2025. 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 PHML having negative Net worth, continuing losses and no significant business activity being carried out by the said related party, considering the business plans of its subsidiary, NCCPL and considering positive developments w.r.t ongoing litigations as highlighted in (b) above. Our opinion is not qualified in respect of above matter.	The Board further notes that the value of these lands is expected to appreciate, and therefore, does not consider it necessary to create any allowances or recognize credit losses in respect of the same.
4 We draw attention to Note No. 40 of the Standalone Financial Statements, w.r.t appeals which have been filed w.r.t various Income Tax (IT), Goods and Service Tax (GST), Securities and Exchange Board of India (SEBI) and Stamp Duty matters are pending adjudication with the appellate authorities. The Company has been advised that it has a good case to support its stand and no provision is required to be created	During the period under review, the Company challenged the claims and demands raised by the GST Department and the Department of Registration, Government of Tamil Nadu, respectively, before the Honble High Court of Madras. In both cases, the Company obtained favorable orders, setting aside the claims raised by the respective Government Departments.
in this regard. Our opinion is not qualified in respect of above matter.	With respect to the matters involving the Income Tax Department and SEBI, these cases are ongoing, and there have been no significant developments during the year under review.
	Accordingly, the Board is of the firm view that there is no requirement to create any additional provisions in this regard.
5 We draw attention to Note No. 46 of the Standalone Financial Statements, regarding management assessment w.r.t applicability of the provisions of Section 135 of the Act and rules thereon towards Corporate Social Responsibility (CSR) expenditure for the year ended 31 March 2024.	The Board is of the considered opinion that the profits generated by the Company during the Financial Year 2023 24 were not operational in nature. These profits primarily arose from certian exceptional items like waiver of interest on debetures. pursuant to a one-time settlement arrangement with the debenture holders.
The Company is in the process of quantifying its liability considering legal interpretations around the computation of profits under Section 198 of the Act on the basis of which the CSR spend is computed. While the Company has created	The Board views these as exceptional items, and therefore, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable.
a provision during the current year ended 31 March 2025, based on the estimated maximum amount to be spent,	Further, as on date, the legislative intent of the CSR provisions is under interpretation, and non-compliance, if any, has not been established or ascertained.
the actual spend could vary based on legal/ professional discussions being carried out in this regard. Any adjustment to such an amount would be carried out upon finalization of the assessment in this regard and when such amount is finally remitted. Further the Management is of the view that, penalty which might arise on account of non-compliance, if any, shall be dealt with as and when it arises and the same is quantified/ levied by the respective regulatory authority. The Management believes such non-compliance shall not have a material impact on the Financial Statements for the year ended 31 March 2025.
Our opinion is not qualified in respect of above matter.
6 We draw attention to Note no. 50 of the Standalone financial statements, which is w.r.t acquisition of Humain Health Tech Private Limited ("HHT") from PV Potluri Ventures Private Limited, related party of the Company for an amount of Rs. 2,249.60 Lakhs. Further, the Company has provided a loan amounting to Rs. 2,215.03 Lakhs to support the operations	The Board wishes to clarify that one of the locations, namely the Bangalore laboratory, was closed during the year under review primarily on account of intense competitive pressures and the attrition of critical personnel. The remaining locations under this business vertical continue to operate satisfactorily.
of the subsidiary/ repayment of existing debt towards PV Potluri Ventures Private Limited (erstwhile Holding Company	In alignment with the Companys long-term strategy of strengthening and expanding its healthcare portfolio, the
of HHT) and other related parties which has been classified as Deemed Investments, aggregating to a total investment	Company has successfully completed select acquisitions and is implementing necessary measures to consolidate operations.
amount of Rs. 4,464.63 Lakhs. As stated in the said note considering the future business projections and estimated	The Board is confident that these steps will enable the realization of synergy benefits in the near future.
cash flows of the subsidiary, the Company carried out impairment testing for the investment in HHT as required by Ind AS 36 Impairment of Assets. Based on the report from an independent registered valuer, it was determined that the recoverable amount is less than the carrying value as on the reporting date. The Management has created a provision for impairment of Rs. 669.69 Lakhs which has been classified and presented as an exceptional loss in the Statement of Profit and Loss.	Further, as a matter of prudence and in strict compliance with the applicable Accounting Standards, the Company has recognized impairment wherever required.
Our opinion is not qualified in respect of above matter. The Statutory Auditors Report for the financial years 2024 - 25 does not contain any modification or qualification w.r.t true and fair view on the satate of affairs.	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
Management responses to the Points on "Other Legal and Regulatory Requirements Section" and the "Companies (Auditors Report) Order 2020" are detailed below:	the Standalone Financial Statements). (b) In respect of loans granted by the Company, the schedule of
(a) 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	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.
The loans granted in prior years 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. 39,114.72 Lakhs as on 31 March 2025, 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).	(c) 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.
The loans granted in prior years to Safetrunk Services Private Limited, amounting to Rs. 666.02 lakhs were fully provided. Despite the same, the Company has further provided loans amounting to Rs. 0.18 Lakhs to Safetrunk Services Private Limited during the year against which corresponding provision has also been created for an equivalent amount during the year ended 31 March 2025.	(d) 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 two 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.
During the year 31 March 2025 the Company had advanced loans amounting to Rs 2,215.03 Lakhs to Humain	Management response:
Healthtech Private Limited which are interest free and unsecured despite cessation of one of the operations of HHT and deteriorating overall financial and operational	The Company had extended the loans for supporting the operational/ financial needs of these entities and overall benefit of the Group. At the time of extending the loans, these entities

were subsidiaries of the Companies, and no new loans were granted post these entities ceasing to be subsidiaries on account of restructuring. Since these loans were granted as a financial support to these entities, the schedule of repayment are not defined. The Management of the Company is in constant discussion with these entities, and once the cashflows of these entities are regular, the repayment of the loan shall also commence. With respect to loan given to HHT, HHT is a 100% subsidiary of PVP Ventures Limited. PVP Ventures Limited has advanced loans to repay the debt takeover on account of acquisition of HHT.

(e) 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 (including Advance tax), Urban Land Tax and other material statutory dues applicable to it to the appropriate authorities. 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:

Name of the Statute	Nature of Dues	Amount in Rs. In Lakhs	Period to which the amount relates
The Tamilnadu Urban Land Ceiling and Regulation Act, 1978	Urban Land Tax	25.61	June 2017 to September 2023
Income Tax Act, 1961	Income Tax Act, 1961	216.67	Financial Year (FY) 16-17
Income Tax Act, 1961	Interest on the above Income tax liability	227.45	From FY 16-17 to FY 24-25

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

Management response:

The Company does not have major revenues at this point of time. The Company borrows money for operating expenses and depending on the cashflows, the Company has remitted statutory dues with necessary interest on such delayed payments.

(f) 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.

Management response:

For the healthcare subsidiaries, the Company has appointed

BDO as an internal auditor for the FY 2024-25 to strengthen the internal audit controls.

(g) While the Company believes that Section 135 of the Act w.r.t Corporate Social responsibility (CSR) would be applicable for the year ended 31 March 2024, however the Company has not yet finalized its computations considering the legal interpretations around certain items accounted in the Statement of Profit and Loss for the financial year

2022-23 and the treatment of the same for the purpose of computing the profits under Section 198 of the Act based on which the amount liable to be spent has to be computed. Consequently, since the amount has not been finalized the same has also not been transferred to a fund specified in Schedule VII of the Act. Such transfer is required to be done within 6 months from that date, i.e by 30 September 2024. The Company has created a provision of Rs. 92.38 lakhs on a conservative basis, towards unspent CSR for Financial year 2023-24 during the current year ended 31 March

2025 which is the estimated maximum amount to be spent. Further, the Company has not satisfied the applicability criteria for FY 23-24 and hence CSR is not applicable to the Company for FY 24-25.

Management response:

The Board is of the considered opinion that the profits generated by the Company during the Financial Year 2023 24 were not operational in nature. These profits primarily arose from the sale of land parcels and the write-off of interest on debentures pursuant to a one-time settlement arrangement with the debenture holders. The Board views these as exceptional items, and therefore, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social

Responsibility (CSR) are not applicable.

Further, as on date, the legislative intent of the CSR provisions is under interpretation, and non-compliance, if any, has not been established or ascertained.

Internal Financial Controls Over Financial Reporting

The Company does not have an appropriate internal control system for ensuring Compliances with the SEBI Regulations particularly with respect to Approval of Related Party Transactions and certain provisions of the Act which could potentially result in the non-compliance with the above regulations and the consequent impact arising from them. Also refer Note 59 of the Standalone Financial Statements.

Management response:

The control includes engagement of an internal auditor, maker-checker and delegation of authorities. Also, every year-end, ICOFR reporting exercise is carried out by external consultants. Accordingly, manual controls are implemented by Company to protect its assets and policies are implemented accordingly for better control within the organisation.

Directors disqualification a. On the basis of written representations received from the directors of the Holding Company as on 31 March 2025, taken on record by the Board of Directors of the Holding Company, except for the following, none of the directors of the Holding Company are disqualified as on 31 March 2025 from being appointed as a director in terms of Section

164(2) of the Act.

S. 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

Management response:

The Board had obtained an extension till 30 June 2022 from the Non-convertible debenture holders vide letter dated 24 May 2022 and believes that the same is with retrospective effect rom the date of original scheduled date of repayment due to which there is no delay as regards repayment of debenture and interest thereon and consequently, there was no other disqualification.

Audit Trail

Based on our examination and based on the other auditors reports of its subsidiaries, the Holding Company and its subsidiaries uses Tally Prime as its primary accounting software. However, the Holding Company and its subsidiaries have 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 Holding Company and subsidiaries as per the statutory requirements for record retention, does not arise.

The company has implemented the necessary audit trail feature as required for the FY 2025 -26.

Management response:

The Company has already implemented audit trail (edit log) feature in Tally application on 18th June 2025.

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 (Meeting of Board and its Powers) Rules

2014, the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee of the Board consists of two "Independent Director" and

One "Non Independent Directors" as members having adequate financial and accounting knowledge. The composition, procedures, powers, and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the

Boards Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations. The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors in terms of Section 177(4) of the Act and in terms of Regulation

18 of the SEBI Regulations. It also oversees the vigil mechanism and is obliged to take suitable action against the Directors or employees concerned, when necessary. A detailed note on the Audit Committee is given in the Corporate Governance Report forming part of the Annual Report.

B. NOMINATION AND REMUNERATION COMMITTEE

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

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

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

3) Remuneration to Directors, key managerial personnel, and senior management 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. The Nomination and Remuneration Policy of your Company is set out and available on your company website www.pvpglobal.com. A detailed note on the Nomination and Remuneration Committee is given in the Corporate Governance Report forming part of the Annual Report.

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

The Companys policy on Directors appointment and remuneration, including criteria for determining qualification, positive attributes and independence of a director and other matters provided under sub-section

(3) of section 178, is posted on our companys website in the following link https://pvpglobal.com/other-statutory-information/ and forms part of this Report pursuant to the first proviso of Section 178 of the Act.

B. Debentures

During the year under review, the company has not redeemed any debentures and on 31st March 2025, there are no outstanding debentures.

C. Bonus Shares

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

D. Borrowings

The Company has outstanding borrowings including loan from subsidiary companies and other related parties for the financial year ended March 31, 2025 as disclosed in Note No. 23 of the audited standalone financial statements of the Company for the year ended March 31, 2025.

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 5.

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

All employees (permanent, contractual, temporary, trainees) are covered under this policy. a. Number of complaints filed during the financial year NIL. b. Number of complaints disposed of during the financial year NIL. c. Number of complaints pending as of the end of the financial year NIL.

J. 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

K. 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 Benefits Act, 1961.

L. Green initiatives

Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Regulations(as amended), and inline with the circulars issued by the Ministry of Corporate Affairs

(MCA) on various dates, the Company is providing the facility of remote e-voting to its members in respect of the business to be transacted at the Annual General Meeting.

Electronic copies of the Annual Report 2024-2025 and

Notice of the Thirty Fourth Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website https://www.pvpglobal. com/annual-reports/. For this purpose, the Company has entered into an arrangement with National Securities

Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system on the date of the Annual General Meeting will be provided by NSDL.

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.

	By the Order of Board of Directors
	For PVP Ventures Limited
	Prasad V. Potluri
Place : Hyderabad	Chairman & Managing Director
Date : August 20, 2025	DIN - 00179175