pvv infra ltd Directors report


Dear Members

Your Directors have pleasure in presenting before you the 28th Board Report on the Companys business and operations, together with the audited standalone financial statements for the financial year ended March 31, 2023.

Financial performance

The financial highlights (standalone) of the Companys operations are as follows:

(Rs. in Lakhs)

Particulars

2022-23 2021-22
Total Income 3762.60 453.99
Total Expenditure 3760.25 265.66
Profit before Tax 2.35 188.33
Total Tax expenses 0.35 28.25
Profit after Tax 2.00 160.08
EPS (in Rs) 0.03 2.35

Performance

The total revenue of the Company for the financial year ended March 31, 2023 was Rs. 3762.60 lakhs as compared to the previous years total revenue of Rs. 453.99 lakhs. During FY 2022-2023, the Company has a net profit of Rs 2.00 lakhs as against the previous years net profit of Rs. 160.08 lakhs.

Change in the nature of business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2023.

Secretarial Standards

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Share Capital

During the F.Y. 2022-23, the authorised share capital of the Company is increased from Rs 7,00,00,000/- (Rupees seven crores only) divided into 70,00,000 (Seventy lakhs) equity shares of Rs 10/- each to Rs 27,00,00,000 (Rupees Twenty seven crores only) divided into 2,70,00,000 (Two Crore and seventy lakhs) equity shares of Rs 10/- each.

The paid up equity share capital of the Company as on date of this report is Rs. 6,99,83,010 divided into 69,98,301 equity shares of Rs. 10/- each.

Transfer to reserves

Rs. 1,99,540 has been transferred to reserves during the year.

Dividend

Your Board of Directors has not declared any dividend during the year.

Buy Back of shares

The Company has not bought back any of its securities during the financial year ended March 31, 2023.

Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS). The standalone financial statements of the Company forming part of the Annual Report have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (‘Ind AS) as notified under section 133 of the Companies

Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").

Deposits

The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Significant and material orders passed by the regulators

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

Material changes and commitments

There were no material changes and commitments, affecting the financial position of the Company between the end of the financial year March 31, 2023, to which the financial statements relates and the date of signing of this report.

Board of Directors

During the year under review, the Board of Directors of the Company appointed few persons as Additional Independent Directors of the Company, their appointment was subsequently regularized by the members of the Company at the 27th annual general meeting of the Company.

Subsequent to the end of the financial year ended March 31, 2023, the Board of Directors of the Company has appointed Mr. Hebbagilumane Nagaraj (DIN: 09355963) and Mr. Tirumala Rao Kunderu (DIN: 06459338) as an Additional Director of the Company to be regularised from date of the ensuing annual general meeting.

Their regularization for appointment as Director of the Company is part of the notice of the annual general meeting for the approval of members of the Company. The Board of Directors recommends his appointment.

Key Managerial Personnel

During the year under review, there was no change in the KMPs of the Company

Declaration by the Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made there under and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys code of conduct.

Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee has formulated a policy relating to the nomination and remuneration for the Directors and the Key Managerial Personnel (KMP). The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The policy of the

Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The detailed policy is available on the Companys website at www.pvvinfra.com

Board Evaluation

The parameters and the process for evaluation of the performance of the Board and its Committees have been explained in the Corporate Governance Report.

Familiarization Programme

In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the familiarization programme of the Independent Directors are available on the website of the Company At www.pvvinfra.com

Meetings of the Board of Directors

The Board of Directors of the Company duly met 6 (Six times) during the financial year. The intervening gap between any two meetings was within the prescribed period. The details of the Board meetings is given in the Corporate Governance Report.

Committees of the Board

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Boards Report.

Subsidiary, Associate and Joint Venture Companies

There are no Subsidiaries, Associates and Joint Ventures as at the end of the financial year March 31, 2023.

Statutory Auditors

At the AGM of the Company, the members approved appointment of M/s. SMV & Co. Chartered Accountants, Hyderabad having Firm registration number 015630S as Statutory Auditors of the Company for a period of 5 years from the conclusion of this AGM. The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, after the expiry of 5 year from 2018 to 2023, of one 5 year tenure, we are appointing the statutory auditor firm for another 5 year tenure from F.Y. 2023-24 to 2027-28 ratification by members at every AGM for appointment of statutory auditors. Earlier M/s. S.M.V.& Co., Chartered Accountants was a partnership firm and now with effect from April, 2023 M/s. S.M.V.& Co., Chartered Accountants is a Proprietorship.

The Auditors Report for FY 2022-23 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

Internal Auditors

The Company has external firms of Chartered Accountants acting as internal auditors that reviews internal controls and operating systems and procedures as per the scope of audit. The Internal Audit Reports of the Company are reviewed by the Audit Committee on quarterly basis.

The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the Internal Auditors of your Company every year in compliance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

The Board of Directors has reappointed Kota and Associates, Chartered Accountants as Internal Auditor of the Company for the FY 2023-24. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools to strengthen the operating procedures.

Cost Audit

Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not applicable to the Company for the financial year ended March 31, 2023.

Statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is provided as Annexure III to this report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Mr. Bharatiraju Vegiraju (COP Number: 14926) Practicing Company Secretary as Secretarial Auditors to conduct Secretarial audit of the Company for the FY 2022-23.

The Secretarial Audit Report issued by Mr. Bharatiraju Vegiraju, Practicing Company Secretary in form MR-3 is enclosed as Annexure - IV to this Annual Report.

The provision of Regulation 24A of SEBI (LODR) Regulations, 2015 pertaining to Secretarial Compliance Report is not applicable to the Company.

Corporate Social Responsibility (CSR)

During the year under review, the provisions of the section 135 of the Companies Act, 2013 are not applicable to the Company.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, outlook, risks and concerns etc. is annexed as Annexure-VI of this Annual Report.

Corporate Governance

Corporate Governance is not applicable to the Company since the paid-up capital and net worth of the company is less than Rs.10.00 crores and Rs.25.00 crores respectively. However, the company voluntarily provides a separate section in the Annual Report titled "Report on Corporate Governance" along with the Auditors Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 enclosed as Annexure-VII.

Statement containing additional information as required under Schedule V of the Companies Act, 2013

A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Risk Management

During the year, the risk assessment parameters were reviewed and modified. The audit committee reviewed the element of risks and the steps taken to mitigate the risks. In the opinion of the Board, there are no major elements of risk which have the potential of threatening the existence of the Company.

The audit committee provides the framework of Risk Management by describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors.

Analysis of the risks identified is carried out by way of focused discussion at the meetings of the Board. The robust governance structure has also helped in the integration of the Enterprise Risk Management process with the Companys strategy and planning processes where emerging risks are used as inputs in the strategy and planning process. Identified risks are used as one of the key inputs in the strategy and business plan.

Internal Financial Control Systems and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23. Please refer Internal control systems and adequacy" in the Management Discussion and Analysis report.

Consolidated financial statements

The Company has prepared the financial statements for the financial year ended March 31, 2023 on standalone basis, since there were no subsidiaries or associates of the Company as at the end of the FY 2022-23.

Whistle blower Policy/Vigil Mechanism

Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. The said Policy provides for adequate safeguard against victimization of directors/employees who avail of such mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has been placed on website of the Company and web link thereto is info@pvvinfra.com

During the year, there were no whistle blower complaints received by the Company.

Reporting of Fraud by the Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013 details of which need to be mentioned in this Report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 will be uploaded on the Companys website at info@pvvinfra.com

Prevention of Sexual Harassment of Women at Workplace

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has always provided a safe and harassment free workplace for every individual working in its premises through various policies and practices. The company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has been actively involved in ensuring that the employees are aware of the provisions of the POSH Act and rights there under. In the year under review, the Company has not received any such complaint from any employee.

Particulars of Loans, Guarantees or Securities or Investments

The Company has not given loans / guarantees or made any investments during the year under review.

Related party transactions

All transactions entered with related parties for the year under review were on arms length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee and also before the Board for approval, where ever required. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www@pvvinfra.com

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as Annexure-II to this Report.

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the Annexure-I forming part of this Report.

Human Resources

Employees are our most valuable assets and key to the success of your Company. We are committed to hiring and retaining the best talent. We always strive towards collaborative, transparent and participative organization culture, and reward individual contribution and innovation.

Directors responsibility statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:,

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the statement of profit of the Company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts for the year 2022-23 have been prepared on a going concern basis.

v. that the Directors, had laid down internal financial controls to be followed by the Company that such internal financial controls were adequate and were operating effectively.

vi. that system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgement

The Board of Directors takes this opportunity to place on record its appreciation to all the stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation of all the employees for their commitment and contribution towards achieving the goals of the Company.

For and on behalf of the Board of Pvv Infra Limited

Sd/- Sd/-

Place: Hyderabad

Hebbagilumane Nagaraj Ravinder Terala

Date: 30-08-2023

Director Director
(DIN: 09355963) (DIN: 09053735)

ANNEXURE-I

Particulars in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo (Information Under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

FORM A

1. CONSERVATION OF ENERGY

(i) Energy Conservation measures : Nil
(ii) Total energy consumption : Nil

2. TECHNOLOGY ABSORPTION

: Nil

FORM B

(Disclosure of particulars with respect to Technology Absorption)

A. Research and Development (R & D)

1. Specific areas in which R & D is carried out by the company : NA
2. Benefits derived as a result of the above R & D : NA
3. Future plan of action : NA
4. Expenditure on R & D : NA

B. Technology absorption, adaptation and innovation

: NA

The Company is making all its efforts for improving productivity, product quality and reducing consumption of scarce raw materials and fuels.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Activities relating to exports and initiatives taken to increase export products and services and export plans: NIL

For and on behalf of the Board of Pvv Infra Limited

Sd/- Sd/-

Place: Hyderabad

Hebbagilumane Nagaraj Ravinder Terala

Date: 30-08-2023

Director Director
(DIN: 09355963) (DIN: 09053735)

ANNEXURE-II

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arms length basis:

There were no contracts or arrangements or transactions entered into during the year ended 31 March, 2023, which were not at arms length basis.

2. Details of contracts or arrangements or transactions at Arms length basis:

The details of contracts or arrangements or transactions at arms length basis are as follows:

Nature of contract &

Nature of Duration of Salient Terms Amount

Name of the related party

relationship Contracts (Rs. in Lakhs)
Nil Nil Nil Nil Nil

For and on behalf of the Board of Pvv Infra Limited

Sd/- Sd/-

Place: Hyderabad

Hebbagilumane Nagaraj Ravinder Terala

Date: 30-08-2023

Director Director
(DIN: 09355963) (DIN: 09053735)

ANNEXURE-III

The details of remuneration during the year 2022-23 as per Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2015 are as follows:

Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sl No Particulars

Details

1 The ratio of remuneration to each director to the median remuneration of the employees of the company for the financial year.

Nil

2 The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Nil

3 The percentage increase in the median remuneration of employees in the financial year

Nil

4 The number of employees on the rolls of the company

5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and details if there are any exceptional circumstances for increase in the managerial remuneration

Nil

6 Affirmation that the remuneration is as per the remuneration policy of the company.

The remuneration of Directors was as per the policy on nomination, remuneration and Board diversity of the Company.

Note: None of the Directors were paid remuneration including sitting fee during the financial year 2022-23.

For and on behalf of the Board of Pvv Infra Limited

Sd/- Sd/-

Place: Hyderabad

Hebbagilumane Nagaraj Ravinder Terala

Date: 30-08-2023

Director Director
(DIN: 09355963) (DIN: 09053735)

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To the Members, PVV Infra Limited, Vijayawada

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PVV Infra Limited ("the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made hereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Complied with yearly and event-based disclosures; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations) (d) The Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014 (not Applicable to the Company during the Audit Period); (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

(not Applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not Applicable to the Company during the Audit Period); (h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (not Applicable to the Company during the Audit Period);

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India; and

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above.

(vi) We further report that, having regard to the Compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof the Company has complied with the following laws applicable specifically to the Company:

(a) Factories Act, 1993 (b) The Labour Code, 1995

We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory financial audit and other designated professionals.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

The agenda items are deliberated before passing the same and views/observations made by the Directors are recorded in the Minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the Audit Period, except for the following events, there were no events/ actions which are having major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines and standards:

For V B Raju & Associates

Place: Mumbai
Date: 30-08-2023 Sd/-
Bharatiraju Vegiraju
Practicing Company Secretary
FCS: 8300, CP No.:14926
PR No.: 545/2020
UDIN: F008300E000936304

Note: This letter is to be read with our letter of even date which is annexed and form an integral part of this report.

ANNEXURE

To

The Members, PVV Infra Limited, Vijayawada

(1) Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. (2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. (3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. (4) No audit has been conducted on the compliance with finance and taxation laws as the same are subject to audit by the Statutory Auditor and Internal Auditor to the Company and their observations, if any, shall hold good for the purpose of this audit report. (5) Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. Appropriate averments and representations of the Company in respect of matters that could not be verified have also been obtained by way of Management representations (6) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the Management. Our examination was limited to the verification of procedures on random test basis. (7) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. (8) Audit of the compliance with Other Laws has been undertaken based on scope of audit and the applicability of such Laws as ascertained by the Company and informed to us.

For V B Raju & Associates

Place: Mumbai

Date: 30-08-2023 Sd/-
Bharatiraju Vegiraju
Practicing Company Secretary
FCS: 8300, CP No.:14926
PR No.: 545/2020
UDIN: F008300E000936304

ANNEXURE-V

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members

M/s. PVV Infra Limited

Vijayawada

We have examined and verified the books, papers, minute books, forms and returns filed and other records maintained by M/s. Pvv Infra Limited (hereinafter referred to as the "Company") having its registered office at Plot No. 42, D. No. 54-28/3-5, Opposite Gurudwara, behind OBC Bank Gurunanak Colony Vijayawada District - 520008 (AP) and the information provided by the Company and its directors and also based on the information available at the websites of Ministry of Corporate Affairs (i.e. www.mca.gov.in) and Securities and Exchange Board of India (i.e. www.sebi.gov.in), we hereby certify that as on the date of this certificate, none of the below mentioned directors on the board of the Company have been debarred or disqualified from being appointed or continuing as directors of Company by Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

S. No. Name of the Director

Director Identification Number (DIN)
1 Ravinder Terala 09053735
2 Meenu Sanju Sinha 09622309
3 Hebbagilumane Nagaraj 09355963
4 Anmol Sanjay Sinha 09505334
5 Tirumala Rao Kunderu 06459338
6 Ramesh Pandey Jamunaprasad 03158564

For V B Raju & Associates

Place: Mumbai
Date: 30-08-2023 Sd/-
Bharatiraju Vegiraju
Practicing Company Secretary
FCS: 8300, CP No.:14926
PR NO: 545/2020
UDIN: F008300E000936799